Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021)
Independent opinions of independent directors on matters related to the 10th meeting of the second board of directors
In accordance with the company law of the people’s Republic of China (hereinafter referred to as the company law), the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the articles of association and other relevant provisions, as an independent director of Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021) (hereinafter referred to as the “company”), on the basis of carefully reviewing relevant materials, we With a responsible attitude and based on an independent, prudent and objective position, we express the following independent opinions on the relevant matters considered at the 10th meeting of the second board of directors held on January 8, 2022:
1、 Independent opinions on the company’s 2021 restricted stock and stock option incentive plan (Revised Draft) and its summary
After verification, we have the following opinions on the 2021 restricted stock and stock option incentive plan (Revised Draft) (hereinafter referred to as the revised draft of incentive plan) and its summary prepared by the company:
1. The revised draft of the company’s incentive plan and its abstract comply with the provisions of the company law, the administrative measures for equity incentive of listed companies (hereinafter referred to as the administrative measures), the stock listing rules of Shenzhen Stock Exchange (hereinafter referred to as the Listing Rules) and other relevant laws, regulations and normative documents; The adjustment of the company level performance assessment requirements of the restricted stock and stock option incentive plan does not violate the provisions of relevant laws, regulations and normative documents, is conducive to the sustainable development of the company and will not significantly damage the interests of the company and all shareholders.
2. Related directors of the company abstained from voting on relevant proposals. The preparation and review process of the revised draft of the company’s incentive plan and its summary comply with the provisions of relevant laws, regulations and normative documents such as the administrative measures, listing rules and so on.
To sum up, we believe that the revised draft of the company’s incentive plan and its abstract are properly adjusted in combination with the company’s current market environment and actual business conditions. The adjusted performance evaluation indicators are more scientific and reasonable, meet the company’s actual business needs, and are conducive to the formation of a long-term incentive mechanism for the company’s employees, It is conducive to the sustainable development of the listed company, will not lead to accelerated exercise or early lifting of restrictions on sales, will not reduce the exercise price or grant price, will not have a material impact on the company’s financial status and operating results, and will not damage the interests of the listed company and all shareholders. We agreed to adjust the company level performance assessment requirements and other relevant contents in the revised draft of the incentive plan and its summary, and agreed to submit the matter to the general meeting of shareholders of the company for deliberation.
2、 Independent opinions on the management measures for the implementation and assessment of the company’s stock option and restricted stock incentive plan in 2021 (Revised Draft)
After verification, the contents of the Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021) 2021 stock option and restricted stock incentive plan implementation assessment management measures (Revised) (hereinafter referred to as the assessment management measures (Revised)) comply with the provisions of the company law, management measures, listing rules and other relevant laws, regulations and normative documents, and this revision meets the actual business needs of the company, It is conducive to the formation of a long-term incentive mechanism for the company’s employees, is conducive to the sustainable development of the listed company, will not lead to accelerated exercise or early lifting of restrictions on sales, will not reduce the exercise price or grant price, will not have a substantive impact on the company’s financial status and operating results, and will not damage the interests of the listed company and all shareholders.
The assessment system in the assessment management measures (Revised Version) 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 this incentive plan.
Related directors of the company abstained from voting on relevant proposals. The formulation and review process of the company’s assessment management measures (Revised Version) comply with the provisions of the management measures, listing rules and other relevant laws, regulations and normative documents. To sum up, we unanimously agree to adjust the company level performance assessment requirements and other relevant contents in the assessment management measures (Revised), and agree to submit the matter to the general meeting of shareholders of the company for deliberation.
Independent directors: Shen Xianfeng, Hu Qing, Zhou Changjiang January 8, 2022
Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021)
(there is no text on this page, which is the signature page of Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021) independent directors’ independent opinions on matters related to the 10th meeting of the second board of directors) signature of independent directors:
Shen Xianfeng
January 8, 2022
Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021)
(there is no text on this page, which is the signature page of Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021) independent directors’ independent opinions on matters related to the 10th meeting of the second board of directors)
Signature of independent director:
Hu Qing
January 8, 2022
Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021)
(there is no text on this page, which is the signature page of Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021) independent directors’ independent opinions on matters related to the 10th meeting of the second board of directors)
Signature of independent director:
Zhou Changjiang
January 8, 2022
