Independent opinions of independent directors on matters related to the 16th meeting of the first board of directors
As an independent director of Acrobiosystems Co.Ltd(301080) (hereinafter referred to as the “company”) in accordance with the relevant provisions of the rules for independent directors of listed companies, the rules for the listing of shares on the growth enterprise market of Shenzhen Stock Exchange, the guidelines for self discipline supervision of listed companies on the Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the growth enterprise market, and the Acrobiosystems Co.Ltd(301080) articles of Association (hereinafter referred to as the “articles of association”), and in the principle of being responsible to all shareholders and the company, Based on the position of seeking truth from facts and independent judgment, we express our independent opinions on the relevant matters considered at the 16th meeting of the first board of directors as follows:
1、 Independent opinions on the company’s 2022 restricted stock incentive plan (Draft) and its abstract
After verification, 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 of the company’s restricted stock incentive plan in 2022 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 administrative law on equity incentive of listed companies (hereinafter referred to as the “administrative measures”), the articles of association and other laws, regulations and normative documents. The determined incentive objects are directors, senior managers and core business backbones of the company (including subsidiaries) (excluding independent directors and supervisors).
The incentive object does not have the following circumstances:
(1) Being identified as an inappropriate candidate by the stock exchange within the last 12 months;
(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 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.
All the listed personnel meet the conditions of incentive objects specified in the administrative measures and the scope of incentive objects specified in the company’s restricted stock incentive plan (Draft) in 2022. Their subject qualification as incentive objects of the company’s restricted stock incentive plan in 2022 is legal and effective.
3. The contents of the company’s restricted stock incentive plan (Draft) in 2022 comply with the provisions of the company law, securities law, administrative measures and other relevant laws, regulations and normative documents; The granting and vesting arrangements of restricted shares of each incentive object (including the number of grants, granting date, granting conditions, granting price, employment conditions, vesting conditions, vesting date and other matters) do not violate the provisions of relevant laws, regulations and normative documents, and do 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 management team and core backbone’s sense of responsibility and mission for 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.
6. When the board of directors reviewed the incentive plan, the related directors have avoided voting in accordance with the provisions of relevant laws and regulations.
In conclusion, after careful review, all our independent directors agree that the company’s restricted stock incentive plan in 2022 is conducive to the sustainable development of the company and the formation of a long-term incentive mechanism for core talents, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders. The incentive objects granted by the company’s restricted stock incentive plan in 2022 meet the conditions for becoming restricted stock incentive objects specified in laws, regulations and normative documents.
Therefore, we unanimously agree that the company will implement the equity incentive plan and submit the proposal to the general meeting of shareholders for deliberation.
2、 Independent opinions on the management measures for the implementation and assessment of the company’s restricted stock incentive plan in 2022
In order to achieve the implementation purpose of the restricted stock incentive plan in 2022, the company has formulated corresponding assessment management measures. Among them, the evaluation indicators of the incentive plan are divided into two levels: company level performance evaluation and individual level performance evaluation.
The performance indicators at the company level are the operating income indicators, which are important indicators to measure the operating status and market share of enterprises and predict the future business development trend of enterprises. The company has set some challenging indicators for this restricted stock incentive plan, which is conducive to promoting the incentive objects to work hard to achieve the performance evaluation indicators, fully mobilizing the incentive objects’ work enthusiasm and enthusiasm, and promoting the realization of the company’s strategic objectives.
In addition to the company level performance appraisal, the company also sets up individual level performance appraisal, which can make a more accurate and comprehensive evaluation of the work performance of the incentive object. The company will determine the specific attributable number of incentive objects according to the performance evaluation score of incentive objects.
In conclusion, after careful review, all our independent directors agree that the assessment system of the company’s restricted stock incentive plan in 2022 is comprehensive, comprehensive and operable, the setting of assessment indicators is scientific and reasonable, and has a binding effect on the incentive objects, which can achieve the assessment purpose of the restricted stock incentive plan in 2022.
Therefore, we unanimously agree that the company will implement the management measures for the implementation and assessment of the restricted stock incentive plan in 2022, and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
It is hereby announced.
Independent directors: Xu juanhong, Liu Feng, Zhang Yong April 23, 2022
