Markor International Home Furnishings Co.Ltd(600337) independent director
Independent opinions on matters related to the 9th meeting of the 8th board of directors
As an independent director of Markor International Home Furnishings Co.Ltd(600337) (hereinafter referred to as the company), we express the following independent opinions on the matters considered at the ninth meeting of the eighth board of directors in accordance with the responsibilities entrusted to the independent directors by the China Securities Regulatory Commission in accordance with the guiding opinions on the establishment of independent director system in listed companies and the articles of association:
1、 Plan on the company's 2022 stock option incentive plan (Draft) and its summary
1. The formulation and review process of the company's 2022 stock option incentive plan (Draft) and its summary comply with the provisions of the company law, the securities law, the measures for the administration of equity incentive of listed companies (hereinafter referred to as the "administrative measures") and other relevant laws, regulations, normative documents and the articles of association.
2. It is not found that the company is prohibited from implementing the equity incentive plan as stipulated in the management measures and other laws, regulations and normative documents, and the company has the subject qualification to implement the equity incentive plan.
3. The incentive objects determined in the company's incentive plan have employment or labor relations with the company or the company's wholly-owned (holding) subsidiaries, and have the qualifications specified in the company law, the securities law and other laws, regulations and normative documents and the articles of association: there is no employment by the stock exchange Circumstances where the CSRC and its dispatched offices determine that they are inappropriate candidates; There is no case that the CSRC and its dispatched offices have imposed administrative penalties or taken market entry prohibition measures for major violations of laws and regulations in the last 12 months; There are no circumstances that the company law stipulates that it is not allowed to serve as a director or senior manager of the company or that it is not allowed to participate in equity incentive of listed companies according to laws and regulations. The incentive objects meet the incentive object conditions specified in the management measures, and their subject qualification as the incentive object of the company's stock option incentive plan is legal and effective.
4. The content of the company's incentive plan complies with the provisions of relevant laws, regulations and normative documents such as the company law, the securities law and the administrative measures, and does not violate the provisions of relevant laws, regulations and normative documents, and the interests of the company and all shareholders.
5. The source of funds for the incentive object of this stock option incentive plan is the self owned or self raised funds of the incentive object. The company has no plans or arrangements to provide loans, loan guarantees or any other financial assistance to the incentive object. 6. When the board of directors of the company deliberated the relevant proposals, the related directors have avoided voting on the relevant proposals in accordance with the company law, securities law, administrative measures and other laws, regulations, normative documents and the relevant provisions of the articles of association, and the non related directors shall deliberate and vote.
7. The company's stock option incentive plan is conducive to attracting and retaining excellent talents, stimulating the enthusiasm and creativity of directors, senior managers and core technology (business) personnel, further constructing and improving the company's long-term incentive and restraint mechanism, improving the company's sustainable development ability, and forming a community of interests for managers and shareholders, Improve the management efficiency and the sense of responsibility of operators, and ultimately help to improve the company's performance, ensure the realization of the company's future development strategy and business objectives, and bring more efficient and lasting returns to shareholders. There is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders.
To sum up, we unanimously agree that the company will implement the stock option incentive plan and agree to submit it to the general meeting of shareholders for deliberation.
2、 Plan for the management measures for the implementation and assessment of the company's 2022 stock option incentive plan
The assessment indicators of the company's incentive plan are divided into two levels: the company and the individual incentive object. Based on the comprehensive consideration of the macroeconomic environment, historical performance, industry development, market competition and the company's future development plan and other relevant factors, the company has set the performance evaluation indicators of the stock option incentive plan. For the incentive object, the performance goal is clear and challenging. The company level assessment takes the net profit / operating income attributable to the shareholders of the parent company as the performance index. According to the setting of the performance index of the incentive plan, the audited operating income of the company from 2022 to 2024 will increase by no less than 50%, 95% and 150% respectively compared with 2020; The net profit attributable to shareholders of listed companies, excluding the impact of equity incentive, increased by no less than 30%, 90% and 160% respectively compared with 2020. The above indicators reflect the company's growth and sustainable profitability, and are the main indicators to measure the company's operating efficiency. In addition to the performance appraisal at the company level, the company has also set up a strict performance appraisal system for individuals, which can make a more accurate and comprehensive comprehensive evaluation on the work performance of incentive objects. The company will determine whether the individual incentive object meets the exercise conditions according to the performance evaluation results of the incentive object in the previous year.
To sum up, 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.
3、 Description of external guarantee of the company
After careful inspection, the company strictly abides by the relevant provisions of the articles of association, standardizes the external guarantee behavior and strictly controls the external guarantee risk. As of the disclosure date of the announcement, the total amount of external guarantees provided by the company and its wholly-owned (holding) subsidiaries was RMB 2265.06 million and USD 42.246 million. The total amount of guarantees was converted into RMB 2544.005 million according to the central bank's central parity, accounting for 59.86% of the latest audited owner's equity attributable to the parent company of the listed company, Among them, the guarantee amount between the company and its wholly-owned (holding) subsidiaries is RMB 174450500, accounting for 41.05% of the owner's equity attributable to the parent company audited in the latest period of the listed company, and there is no external overdue guarantee.
The above guarantee matters of the company comply with the provisions of laws and regulations and the articles of association, and have fulfilled the necessary deliberation procedures and information disclosure obligations.
4、 Independent opinions on the company's 2022 annual guarantee plan
1. The company's external guarantee in 2022 is to meet the needs of the company's overall development, provide guarantee for wholly-owned (holding) subsidiaries, help subsidiaries raise funds efficiently and improve operation efficiency.
2. The company provided guarantee to the controlling shareholder Meike Investment Group Co., Ltd. (hereinafter referred to as Meike group), which promoted the sound development of both parties. Over the years, the controlling shareholder MEC group has provided support for the sustainable development of the company. According to the understanding of Merck group in many aspects, its business status and credit status are good, its financial status is stable, and it is able to repay its due debts.
We believe that the company's 2022 guarantee plan meets the requirements of relevant laws and regulations and does not damage the legitimate rights and interests of the company and shareholders. To sum up, we agree to the plan on the guarantee plan between the company and wholly-owned (holding) subsidiaries in 2022 and the plan on the guarantee plan provided by the company to the controlling shareholders in 2022.
5、 Independent opinions on the company's entrusted financial management plan in 2022
Based on our understanding of the company's operation, financial status and capital, and based on our independent judgment, we believe that the company is in good operation and stable financial status. In order to improve the use efficiency of the company's idle self owned funds, the company can obtain certain investment income by using idle self owned funds to purchase financial products on the premise of complying with national laws and regulations, ensuring fund safety and ensuring that it does not affect the company's normal production and operation. It is in line with the interests of the company and all shareholders, and there is no situation that damages the legitimate rights and interests of the company and all shareholders, especially minority shareholders. To sum up, we agree to the plan on the company's entrusted financial management plan in 2022.
On January 6, 2002 (there is no text on this page, which is the signature page of Markor International Home Furnishings Co.Ltd(600337) independent directors' independent opinions on matters related to the ninth meeting of the eighth board of directors):
Li Wei, Shen Jianwen, Ma Xiaojun
