Kunlun Tech Co.Ltd(300418) independent director
Independent opinions on matters related to the 24th Meeting of the Fourth Board of directors
In accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the guidelines for the governance of listed companies, the guiding opinions on the establishment of independent director system in listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, and the guidelines for the standardized operation of GEM listed companies of Shenzhen Stock Exchange According to the working system of Kunlun Tech Co.Ltd(300418) independent directors and other relevant laws, regulations and normative documents, as an independent director of Kunlun Tech Co.Ltd(300418) (hereinafter referred to as the "company"), we have carefully reviewed the relevant matters considered at the 24th Meeting of the Fourth Board of directors of the company with a serious and responsible attitude and based on an independent, prudent and objective position, And expressed the following independent opinions:
1、 Independent opinions on the company's 2022 restricted stock incentive plan (Draft) and its summary. The company plans to implement the Kunlun Tech Co.Ltd(300418) 2022 restricted stock incentive plan (Draft) (hereinafter referred to as "restricted stock incentive plan"). We believe that:
1. It is not found that the company is prohibited from implementing the equity incentive plan as stipulated in the administrative measures for equity incentive of listed companies (hereinafter referred to as the "administrative measures") and other laws, regulations and normative documents, and the company has the subject qualification to implement the equity incentive plan.
2. The incentive objects determined by the company's restricted stock incentive plan have the qualifications specified in 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 articles of Association and other laws, regulations and normative documents; There is no situation that the stock exchange has identified it as an inappropriate candidate within the last 12 months; There is no case that the CSRC and its dispatched offices have identified it as an inappropriate candidate within the last 12 months; There are no cases in which 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 under which the company law stipulates that he shall not serve as a director or senior manager of the company; There is no case that the listed company is not allowed to participate in the equity incentive according to laws and regulations. The listed personnel meet the incentive object conditions specified in the administrative measures and the incentive object scope specified in the company's restricted stock incentive plan. Their subject qualification as the incentive object of the company's restricted stock incentive plan is legal and effective.
3. The contents of the company's restricted stock incentive plan comply with the provisions of the company law, securities law, administrative measures and other relevant laws, regulations and normative documents; The granting arrangement of restricted shares to each incentive object (including granting amount, granting date, granting price, vesting period, vesting conditions, etc.) does not violate the provisions of relevant laws and regulations, and does not infringe the interests of the company and all shareholders.
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 equity incentive plan is conducive to further improve the corporate governance structure, improve the company's incentive mechanism, enhance the company's core technical (business) personnel's sense of responsibility and mission to realize the sustainable and healthy development of the company, is conducive to the sustainable development of the company and will not damage the interests of the company and all shareholders.
To sum up, we agree that the company will implement this equity incentive plan.
2、 Independent opinions on the scientificity and rationality of the indicators set in the restricted stock incentive plan. The assessment indicators of the company's restricted stock incentive plan are divided into two levels: company level performance assessment and individual level performance assessment.
In terms of performance assessment indicators at the company level, the company comprehensively considers the company's historical performance, future strategic planning and industry characteristics, and selects operating revenue as the assessment indicator in order to achieve the goal of unifying the company's future high-quality and steady development with incentive effect. This index is an important symbol to reflect the business status, market share and predict the future business development trend of the enterprise. For this incentive plan, the company has set performance assessment targets of operating revenue of no less than 4.5 billion yuan in 2022, cumulative operating revenue of no less than 9.5 billion yuan in 2022-2023 and cumulative operating revenue of no less than 15 billion yuan in 2022-2024. The setting of performance assessment indicators comprehensively considers the macroeconomic environment, industry development, market competition, historical performance, future development strategic planning and other relevant factors faced by the company. The set assessment indicators are challenging, help to improve the company's competitiveness and mobilize the enthusiasm of employees, and ensure the realization of the company's future development strategy and business objectives, Bring more efficient and lasting returns to shareholders.
In addition to the performance appraisal at the company level, the company has also set up a performance appraisal system for individuals, which can make a more accurate and comprehensive comprehensive evaluation of the work performance of incentive objects. The company will determine whether the individual incentive object meets the ownership conditions of restricted shares according to the annual performance evaluation results of the incentive object.
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.
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(there is no text on this page, which is the signature page of Kunlun Tech Co.Ltd(300418) independent directors' opinions on matters related to the 24th Meeting of the Fourth Board of directors)
Signatures of all independent directors:
Zhao Baoqing
Chen Hao
Xue Lei
Kunlun Tech Co.Ltd(300418) January 10, 2002
