Shenzhen Baoming Technology Co.Ltd(002992)
Independent directors' comments on the 18th (Interim) meeting of the Fourth Board of directors of the company
Independent opinions on relevant matters
According to the company law of the people's Republic of China (hereinafter referred to as the "company law"), the securities law of the people's Republic of China (hereinafter referred to as the "Securities Law"), the guiding opinions on the establishment of independent director system in listed companies (hereinafter referred to as the "guiding opinions"), the stock listing rules of Shenzhen Stock Exchange (hereinafter referred to as the "Listing Rules") and the Shenzhen Baoming Technology Co.Ltd(002992) articles of Association (hereinafter referred to as the "articles of association")“ As an independent director of Shenzhen Baoming Technology Co.Ltd(002992) (hereinafter referred to as "the company"), based on the completely independent, serious and prudent position, in the attitude of being responsible to the company and all shareholders, and on the basis of carefully reading and reviewing relevant materials, we checked the relevant situation of the proposal considered at the 18th (Interim) meeting of the Fourth Board of directors, and expressed the following independent opinions:
1、 Independent opinions on Shenzhen Baoming Technology Co.Ltd(002992) 2022 restricted stock incentive plan (Draft) and its abstract
1. The drafting and deliberation process of Shenzhen Baoming Technology Co.Ltd(002992) 2022 restricted stock incentive plan (Draft) (hereinafter referred to as "incentive plan (Draft)") and its summary comply with the provisions of relevant laws, regulations, rules and normative documents such as the measures for the administration of equity incentive of listed companies.
2. The company is not prohibited from implementing the equity incentive plan as stipulated in the company law, measures for the administration of equity incentive of listed companies and other laws, regulations and normative documents. The company has the subject qualification to implement the equity incentive plan.
3. The incentive objects determined by the company's restricted stock incentive plan in 2022 (hereinafter referred to as "this incentive plan") meet the qualifications specified in the company law, the securities law, the measures for the administration of equity incentive of listed companies and other laws, regulations and normative documents, as well as the articles of Association.
4. The contents of the incentive plan (Draft) and its abstract comply with the provisions of relevant laws, regulations and normative documents such as the company law, the securities law, the measures for the administration of equity incentive of listed companies, and the granting arrangement of restricted shares to each incentive object The arrangement for lifting the restrictions on sales (including the number of grants, the date of grant, the period of restriction on sales, the date of lifting the restrictions on sales, the conditions for lifting the restrictions on sales, the price of grant, etc.) does not violate the provisions of relevant laws and regulations and normative legal documents, and does not infringe the interests of the company and all shareholders.
5. The company does not provide loans or any other form of financial assistance for the incentive object to obtain relevant restricted shares according to the incentive plan, including providing guarantee for its loans.
6. The implementation of the equity incentive plan by the company is conducive to further improving the corporate governance structure, establishing and improving the company's long-term incentive and restraint mechanism, attracting and retaining the company's managers and core backbone, fully mobilizing their enthusiasm and creativity, effectively improving the cohesion of the core team and the core competitiveness of the enterprise, effectively combining the interests of shareholders, the company and the core team, and conducive to the sustainable development of the company, It will not damage the interests of the company and all shareholders.
7. When the board of directors reviewed the incentive plan, the related directors have avoided voting in accordance with the provisions of relevant laws and regulations.
To sum up, we agree that the company will implement the incentive plan and submit the matter to the general meeting of shareholders for deliberation.
2、 Independent opinions on the scientificity and rationality of the assessment indicators set in the company's restricted stock incentive plan in 2022
The company's business mainly includes two parts: one is LED backlight, and the other is the thinning processing business of capacitive touch screen. The company's LED backlight products are mainly used in mobile phones. In 2021, the competition of mobile phone backlight continued to intensify and the order price continued to decline, resulting in a sharp decline in the revenue and profit of mobile phone backlight products. In the face of the above risks, in order to maintain its leading position in the industry, the company continues to increase R & D investment, enrich the product structure by adjusting the business strategy, increase the investment in the deep processing business of medium-sized backlight products and touch screens, and deepen the cooperation with key customers, so as to improve the market share of the company's products and services. In order to achieve the above objectives and maintain the existing competitiveness, the company plans to fully stimulate the enthusiasm of the company's managers and core backbone through the effective implementation of this equity incentive plan. The evaluation indicators of this incentive plan are divided into company level performance evaluation and individual level performance evaluation. In terms of performance evaluation indicators at the company level, by comprehensively considering the company's historical performance, future strategic planning and industry characteristics, in order to achieve the goal of unifying the company's future steady development and incentive effect, the operating income and net profit are selected as the evaluation indicators. The operating income index is an important symbol to reflect the business status, market share and predict the future business development trend of the enterprise. The net profit index is the ultimate embodiment of the company's profitability and enterprise growth. The increasing net profit is the basis for the survival and development of the enterprise. After reasonable prediction and considering the incentive effect of this incentive plan, the performance evaluation target set by the company is that the operating revenue in 2022, 2023 and 2024 will not be less than 1.25 billion yuan, 1.45 billion yuan and 1.6 billion yuan respectively, and the net profit in 2022, 2023 and 2024 will not be less than 20 million yuan, 60 million yuan and 120 million yuan respectively. In addition, the company has set a layered lifting restriction mechanism, set the trigger value of the evaluation target and the corresponding lifting restriction ratio. The index is set based on the comprehensive consideration of the company's current situation, future strategic planning and industry development. The set assessment index is challenging for the future development. On the one hand, it helps to improve the company's competitiveness and mobilize the employees' work enthusiasm, on the other hand, it can focus on the company's future development strategic direction and ensure the realization of business objectives.
In addition to the performance appraisal at the company level, the company also sets up a strict performance appraisal system for the individual incentive objects, which can make a more accurate and comprehensive comprehensive evaluation of the work performance of the incentive objects. The company will determine whether the individual incentive object meets the conditions for lifting the sales restriction according to the annual performance evaluation results of the incentive object. To sum up, we believe that the assessment system of the company's incentive plan is comprehensive, comprehensive and operable, the setting of assessment indicators is scientific and reasonable, and has a restrictive effect on Incentive objects, which can achieve the assessment purpose of the incentive plan.
(there is no text below, followed by the signature page)
(this page is the signature page of independent directors' independent opinions on relevant matters of the 18th (Interim) meeting of the Fourth Board of directors of the company)
Independent director (signature):
Wang Xiaochun, Ren Fuzheng, Li Houqun
April 6, 2022
