Zhejiang Zhengguang Industrial Co.Ltd(301092) independent directors
Independent opinions on relevant proposals of the 16th meeting of the 5th board of directors
In accordance with the company law of the people's Republic of China, the stock listing rules of Shenzhen Stock Exchange (revised in 2022), the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on the gem, the rules for independent directors of listed companies, the Listing Rules of Shenzhen Stock Exchange on the gem and other relevant regulations, as well as the relevant provisions of the articles of association and the working system of Zhejiang Zhengguang Industrial Co.Ltd(301092) independent directors, As an independent director of Zhejiang Zhengguang Industrial Co.Ltd(301092) (hereinafter referred to as "the company"), based on our independent, objective and impartial judgment and through a detailed understanding of the relevant situation, we hereby express our independent opinions on the relevant proposals of the 16th meeting of the Fifth Board of directors as follows:
1、 Independent opinions on 2021 profit distribution plan
After review, we believe that the company's profit distribution plan for 2021 is based on the actual situation of the company, takes full account of the company's profitability, sustainable development, shareholder return and other comprehensive factors, does not harm the interests of investors, and meets the requirements of relevant laws and regulations and the articles of Association.
Therefore, we unanimously agree to the company's profit distribution plan for 2021 and agree to submit the plan to the company's 2021 annual general meeting for deliberation.
2、 Independent opinions on the special report on the deposit and use of raised funds in 2021
After review, we believe that the deposit and use of the company's raised funds in 2021 comply with the requirements of the Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange listed companies self regulatory guidance No. 2 - standardized operation of GEM listed companies, the articles of association, the raised funds management system and other relevant provisions, The contents of the special report on the storage and use of raised funds in 2021 objectively and truly reflect the actual situation of the company's storage and use of raised funds in 2021, and there are no violations in the storage and use of raised funds.
Therefore, we unanimously agree with the company's special report on the deposit and use of raised funds in 2021. 3、 Independent opinion on the reappointment of the audit institution in 2022
After review, we believe that Tianjian Certified Public Accountants (special general partnership) has the qualification of securities business, has rich experience and professional quality in the audit of listed companies, and the audit reports issued for the company are objective and fair.
Therefore, we unanimously agree to renew the appointment of Tianjian Certified Public Accountants (special general partnership) as the company's audit institution in 2022, and agree to submit the matter to the company's 2021 annual general meeting for deliberation.
4、 Independent opinion on self evaluation report on internal control in 2021
After audit, we believe that the company has established a relatively perfect internal control system and can be effectively implemented. Various internal control systems of the company comply with the requirements of national laws and regulations, meet the actual needs of the company's current production and operation, and play a better control and prevention role in all processes and key links of operation and management. The self-evaluation report on internal control in 2021 prepared by the company truly, completely and objectively reflects the construction and operation of the company's internal control system, and there are no obvious weak links and major defects.
Therefore, we unanimously agree to the 2021 internal control self evaluation report of the company.
5、 Independent opinions on the company and its wholly-owned subsidiaries applying for comprehensive credit line from banks and other financial institutions in 2022
After review, we believe that: due to the needs of operation and development, the company and its wholly-owned subsidiaries applied for comprehensive credit line from banks and other financial institutions in 2022, the risk is controllable, which belongs to the needs of the company's normal production and operation and rational utilization of funds, the decision-making procedure is legal, and there is no damage to the interests of the company and all shareholders, Comply with the relevant provisions of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM.
Therefore, we unanimously agree that the company and its wholly-owned subsidiaries apply for comprehensive credit line from banks and other financial institutions in 2022, and agree to submit the matter to the 2021 annual general meeting of shareholders of the company for deliberation.
6、 Independent opinions on mutual guarantee between the company and its wholly-owned subsidiaries or wholly-owned subsidiaries
After review, we believe that: in order to meet the needs of the company and its wholly-owned subsidiaries for business development and applying for credit from banks and other financial institutions, the company's guarantee for wholly-owned subsidiaries or mutual guarantee between wholly-owned subsidiaries meets the actual business needs of the company and wholly-owned subsidiaries and will not have an adverse impact on the normal operation and business development of the company and wholly-owned subsidiaries. The company and its wholly-owned subsidiaries are in good credit and operating conditions, and the guarantee risk is controllable; The guaranteed parties are all wholly-owned subsidiaries of the company. The company has the control right and the guarantee risk is within the scope of effective control. The company's guarantee will not damage the interests of the company and shareholders.
Therefore, we unanimously agree that the company provides guarantee for wholly-owned subsidiaries or mutual guarantee between wholly-owned subsidiaries, and agree to submit the matter to the 2021 annual general meeting of shareholders of the company for deliberation.
7、 After reviewing the independent opinions on the company's 1. The company is not prohibited to implement the equity incentive plan by laws and regulations such as the measures for the administration of equity incentive of listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the self regulatory guide for GEM listed companies of Shenzhen Stock Exchange No. 1 - business handling, and the company has the subject qualification to implement the equity incentive plan.
2. The incentive objects determined in this restricted stock incentive plan of the company all meet the qualifications specified in the company law of the people's Republic of China, the securities law of the people's Republic of China, the articles of association and other laws, regulations and normative documents. The incentive objects determined in the incentive plan are senior managers and core technical (business) personnel of the company, who are formal employees of the company, excluding independent directors, supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the shares of the company and their spouses, parents, children and foreign employees, and there are no following circumstances:
(1) In the last 12 months, he has been identified as an inappropriate candidate by the stock exchange
(2) In the last 12 months, it has been identified as an inappropriate candidate by the CSRC and its dispatched offices;
(3) Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations in the last 12 months;
(4) Those who are not allowed to serve as directors, supervisors or senior managers of the company as stipulated in the company law;
(5) Those who are not allowed to participate in the equity incentive of listed companies according to laws and regulations;
(6) Other circumstances recognized by the CSRC.
The determined incentive objects meet the incentive object conditions specified in the measures for the administration of equity incentive of listed companies and the Listing Rules of GEM stocks of Shenzhen Stock Exchange, and meet the incentive object scope specified in the Zhejiang Zhengguang Industrial Co.Ltd(301092) 2022 restricted stock incentive plan (Draft) and its abstract. Its subject qualification as the incentive object of the company's equity incentive plan is legal and effective.
3. The contents of the Zhejiang Zhengguang Industrial Co.Ltd(301092) 2022 restricted stock incentive plan (Draft) and its abstract comply with the provisions of relevant laws and regulations, such as the measures for the administration of equity incentive of listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the self discipline supervision guide for GEM listed companies of Shenzhen Stock Exchange No. 1 - business handling, and the grant arrangement of restricted stocks to each incentive object The lifting of the restricted sales / ownership arrangement (including the granting amount, granting date, granting conditions, granting price, vesting period, vesting conditions and other matters) 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 implementation of equity incentive plan is conducive to improving the incentive and restraint mechanism of the company and improving the sustainable development ability of the company. Promote operators and shareholders to form a community of interests, improve management efficiency and the enthusiasm, creativity and sense of responsibility of operators and business backbone personnel, and finally improve the company's performance.
6. The formulation and review process of the company's restricted stock incentive plan for 2022 (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.
In conclusion, we believe that the company has formulated this restricted stock incentive plan in accordance with the provisions of relevant laws and regulations and the principles of openness, fairness and impartiality. The plan can improve the company's long-term incentive mechanism, promote the convergence of the interests of the company's employees and the company's long-term interests, establish and improve the interest sharing and restraint mechanism among the company, shareholders and business backbone employees, and further improve the corporate governance structure, Enhance the confidence of shareholders in the company. This restricted stock incentive plan is conducive to the sustainable and healthy development of the company and does not harm the interests of the company and all shareholders.
Therefore, we unanimously agree that the company will implement this restricted stock incentive plan and agree to submit the matter to the 2021 annual general meeting of shareholders of the company for deliberation.
8、 After reviewing the independent opinions on the company's measures for the administration of the assessment of the implementation of the restricted stock incentive plan in 2022, we believe that:
1. The assessment indicators set by the company's restricted stock incentive plan in 2022 include performance assessment at the company level and individual level.
2. The performance index at the company level is the net profit growth rate, which is the final embodiment of the company's operating conditions, profitability and enterprise growth. After reasonable prediction and considering the incentive effect of the incentive plan, the performance evaluation indicators of the incentive plan are set, and the indicators are set reasonably and scientifically.
3. 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 of the work performance of incentive objects. The company will determine whether the individual incentive object meets the conditions for lifting the sales restriction / ownership according to the performance evaluation results of the incentive object in the previous year. 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.
Therefore, we unanimously agree to the management measures for the implementation and assessment of Zhejiang Zhengguang Industrial Co.Ltd(301092) 2022 restricted stock incentive plan formulated by the company, and agree to submit the matter to the 2021 annual general meeting of shareholders of the company for deliberation.
9、 Independent opinions on using bank acceptance bills to pay the funds required for the raised investment projects and replacing them with the raised funds in the same amount
After review, we believe that the company's use of bank acceptance bills to pay the funds required for the raised investment projects and equal replacement with the raised funds is conducive to improving the flexibility and efficiency of the raised funds, improving the overall capital operation efficiency of the company, reducing the cost of capital use, without affecting the normal progress of the investment plan of the raised funds, and there is no situation of changing the investment direction of the raised funds in a disguised manner and damaging the interests of shareholders, There is no situation that damages the interests of the company and all shareholders, especially minority shareholders, and the necessary approval procedures have been performed.
Therefore, we unanimously agree that the company will use the bank acceptance bill to pay the funds required for the raised investment project and replace it with the raised funds in the same amount.
10、 Independent opinion on the special audit statement on the occupation of non operating funds and other related capital transactions
After review, we believe that the company has prepared the summary statement of non operating capital occupation and other related capital transactions in 2021 in accordance with the Listing Rules of Shenzhen Stock Exchange on the gem, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of listed companies on the gem and relevant format guidelines, In addition, Tianjian Certified Public Accountants (special general partnership) audited the capital occupation of the company's controlling shareholders and other related parties and issued the special audit statement on the occupation of non operating funds and other related capital transactions. In 2021, there was no capital transaction between the controlling shareholders and other related parties, no guarantee for the controlling shareholders, actual controllers and other related parties, any legal entity or individual, and no damage to the legitimate rights and interests of the company and its shareholders, especially small and medium-sized shareholders.
11、 Special explanation and independent opinions on the external guarantee of the company
After review, we believe that the guarantee between the company and its holding subsidiaries is the normal production and operation behavior of the company and its subsidiaries, which is conducive to meeting the capital needs of the company and its subsidiaries for daily operation and business development. The company can effectively control risks, the guaranteed object has good solvency, and there is no situation that damages the interests of the company and all shareholders, especially minority shareholders.
12、 Independent opinions on the remuneration of directors, supervisors and senior managers in 2022
After review, we believe that the remuneration scheme and decision-making procedures of directors, supervisors and senior managers in 2022 formulated by the company comply with the provisions of relevant laws and regulations, normative documents and the articles of association, which is conducive to ensuring the diligence of directors, supervisors and senior managers, improving work efficiency and operating efficiency, and promoting the sustainable, stable and healthy development of the company.
Therefore, we unanimously agree to pay the directors, supervisors and senior managers of the company according to this salary scheme.
According to relevant laws and regulations, the remuneration of senior managers does not need to be submitted to the general meeting of shareholders for deliberation. We agree to submit the relevant proposals on the remuneration of the company's directors and supervisors to the general meeting of shareholders for deliberation.
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Feng Fengqin
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Xiao Liansheng
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Jinlang
