Independent opinions on the documents of the 14th interim Board of directors of the seventh session
Jcet Group Co.Ltd(600584) independent directors
Relevant matters of the 14th interim meeting of the seventh board of directors of the company
Independent opinion of
As an independent director of Jcet Group Co.Ltd(600584) (hereinafter referred to as “the company”), we consult the information provided by the company, participate in relevant meetings held by the company, carefully understand the situation, based on the objective From the standpoint of independent judgment, the independent opinions on relevant matters of the 14th interim meeting of the seventh board of directors of the company are as follows:
1、 About the company’s 2022 employee stock ownership plan (Draft) and its summary
In order to effectively combine the interests of shareholders, the company and employees, make all parties pay common attention to the long-term development of the company and improve the cohesion and core competitiveness, the company has formulated the Jcet Group Co.Ltd(600584) 2022 employee stock ownership plan (Draft) and its summary in accordance with the provisions of relevant laws and regulations and the articles of association and in combination with the actual situation of the company.
We believe that:
1. The content of the company’s employee stock ownership plan complies with the company law, the securities law, the guiding opinions on the pilot implementation of employee stock ownership plan by listed companies, other laws, regulations, normative documents and the articles of association. There is no situation that damages the interests of the company and all shareholders, or forces employees to participate by means of apportionment, forced distribution and so on;
2. The company’s implementation of the employee stock ownership plan is conducive to improving the level of corporate governance, improving the company’s salary incentive mechanism, fully mobilizing the enthusiasm of employees and realizing the long-term sustainable development of the enterprise;
3. During the deliberation of the proposal on the company’s 2022 employee stock ownership plan (Draft) and its summary at the 14th extraordinary meeting of the seventh board of directors of the company, the related directors avoided voting as required, and the decision-making procedure was in line with the provisions of relevant laws and regulations.
In conclusion, we agree to the draft of this ESOP and agree to submit the proposal on the company’s 2022 ESOP (Draft) and its summary to the general meeting of shareholders for deliberation.
Independent opinions on the documents of the 14th interim Board of directors of the seventh session
2、 About the company’s 2022 stock option incentive plan (Draft) and its summary
In order to further establish and improve the company’s long-term incentive mechanism, attract and retain excellent talents, fully mobilize the enthusiasm of the company’s middle-level managers and core employees, and effectively combine the interests of shareholders, the company and employees, the company, in accordance with the provisions of relevant laws, regulations and the articles of Association and in combination with the actual situation of the company, Formulated the Jcet Group Co.Ltd(600584) 2022 stock option incentive plan (Draft) and its summary.
We believe that:
1. The contents of the company’s incentive plan (Draft) and its summary comply with the provisions of the company law, the securities law, the administrative measures and other relevant laws and regulations, and the grant arrangement and exercise arrangement of stock options of each incentive object (including grant amount, grant date, exercise price, waiting period, exercise period, exercise conditions and other matters) do not violate the provisions of relevant laws and regulations, There is no situation that damages the interests of the company and all shareholders. 2. The company is not qualified to implement the equity incentive plan and the company’s equity management measures.
3. The granted incentive objects determined in the incentive plan comply with the provisions of the company law, the securities law and the articles of association on job qualifications, as well as the actual needs of the company’s business development. At the same time, all incentive objects are not prohibited from being granted stock options as stipulated in the administrative measures and other relevant laws and regulations, and the subject qualification of incentive objects is legal and effective.
4. The company has no plans or arrangements to provide loans, loan guarantees or any other financial assistance to the incentive objects.
5. The company’s implementation of stock option incentive plan is conducive to further improve the corporate governance structure, improve the company’s incentive mechanism, enhance the company’s management team and business backbone’s sense of responsibility and mission for the sustainable and healthy development of the company, and is conducive to the sustainable development of the company.
In conclusion, we agree to this incentive plan and agree to submit the proposal on the company’s 2022 stock option incentive plan (Draft) and its summary to the general meeting of shareholders for deliberation.
3、 On the scientificity and rationality of the indicators set in the stock option incentive plan in 2022
In combination with market practice and the company’s own characteristics, the incentive plan (Draft) selects appropriate performance indicators as the company level performance evaluation indicators for stock option exercise, including the growth rate of cumulative average operating income
Independent opinions on the documents of the 14th interim Board of directors of the seventh session
And cumulative average deduction of non net profit growth rate. The above indicators are the core financial indicators of the company, which can reflect the operation and profitability of the company. Combined with the company’s own historical performance, after reasonable prediction and taking into account the incentive role of the incentive plan (Draft), the incentive plan (Draft) sets the performance evaluation indicators of the company.
We carefully reviewed the company’s 2022 stock option incentive plan (Draft) and made necessary communication with relevant personnel of the company.
Based on our independent judgment, we believe that:
The assessment system of the incentive plan has strong comprehensiveness, comprehensiveness and operability, and the setting of assessment indicators has good scientificity and rationality. At the same time, it has a restrictive effect on the incentive objects, which should be able to achieve the assessment purpose of the incentive plan.
4、 Continuous tracking and attention
Employee stock ownership plan and stock option incentive plan are part of employee compensation. The company’s first attempt is still in the exploratory stage, and they need to be continuously improved and optimized in the implementation process. We will continue to pay attention to and perform our duties to safeguard the overall interests of the company and the interests of all shareholders, especially minority shareholders.
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Independent opinions on the documents of the 14th interim Board of directors of the seventh session
(there is no text on this page, which is the signature page of Jcet Group Co.Ltd(600584) independent director’s independent opinions on relevant matters of the 14th interim meeting of the seventh board of directors of the company) signature of independent director:
Shi Ying:
Li Jianxin:
Pan Qing:
Jcet Group Co.Ltd(600584) April 13, 2022
