Shandong Link Science And Technology Co.Ltd(001207) independent director
Independent opinions on matters related to the fifth meeting of the second board of directors
According to the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the guiding opinions on the establishment of independent director system in listed companies (hereinafter referred to as the “guiding opinions”), the governance standards of listed companies, the stock listing rules of Shenzhen Stock Exchange and the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “administrative measures”)《 According to the articles of association of Shandong Link Science And Technology Co.Ltd(001207) (hereinafter referred to as the “articles of association”), as an independent director of Shandong Link Science And Technology Co.Ltd(001207) (hereinafter referred to as the “company”), based on the principle of objectivity and fairness, on the basis of careful review of relevant materials and independent judgment, The independent opinions on the matters related to the restricted stock incentive plan in 2022 considered at the fifth meeting of the second board of directors are as follows:
1、 Independent opinions on Shandong Link Science And Technology Co.Ltd(001207) 2022 restricted stock incentive plan (Draft) and its summary
After verification, we agree that:
1. 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.
2. The incentive objects determined in the incentive plan have the qualifications specified in the company law, the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) and other laws, regulations and normative documents, as well as the articles of association. The incentive object does not have the circumstances that Article 8 of the administrative measures shall not become the incentive object:
(1) Being identified as inappropriate by the stock exchange within the last 12 months;
(2) It has been identified as an inappropriate candidate by the CSRC and its dispatched offices within the last 12 months;
(3) Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations within 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 equity incentive of listed companies according to laws and regulations;
(6) Other circumstances recognized by the CSRC.
3. All incentive objects listed in the incentive plan have employment or labor relations with the company or its holding subsidiaries; The incentive objects do not include independent directors, supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the shares of the listed company and their spouses, parents and children. The incentive object meets the incentive object conditions specified in the management measures and the incentive object conditions specified in the incentive plan, and its subject qualification as the incentive object of the incentive plan is legal and effective.
4. The contents of the company’s incentive plan (Draft) and its summary comply with the provisions of relevant laws, regulations and normative documents such as the company law, the securities law, the administrative measures and so on; The grant and release of restricted shares of each incentive object (including grant amount, grant date, grant conditions, grant price, sale restriction period, release of sale restriction period, release of sale restriction conditions, etc.) did not violate the provisions of relevant laws, regulations and normative documents, and did not infringe the interests of the company and all shareholders.
5. The company has no plans or arrangements to provide loans, loan guarantees or any other financial assistance to the incentive objects.
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 and normative documents as well as the relevant provisions of the articles of association, and the non related directors shall deliberate and vote on the relevant proposals.
7. The company’s implementation of this incentive plan can establish and improve the company’s long-term incentive mechanism, optimize the salary and assessment system, improve the distribution mechanism combining incentive and restraint, so as to form a community of interests between managers and shareholders, enhance the cohesion of the company, improve management efficiency and level, which is conducive to the sustainable development of the company and does not damage the interests of the company and all shareholders.
In conclusion, we agree that the company will implement the incentive plan and submit it to the general meeting of shareholders for deliberation.
2、 Independent opinions on the scientificity and rationality of the indicators set in the incentive plan
The company’s restricted stock assessment indicators are divided into two levels: company level performance assessment and individual level performance assessment.
The company level performance index system is the net profit growth rate of the Company attributable to the shareholders of the parent company. The net profit growth rate attributable to the shareholders of the parent company reflects the profitability of the company and is a comprehensive index to measure the operating efficiency of the company. 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 performance evaluation indicators of the restricted stock incentive plan are set, which are reasonable and scientific. For the incentive object, the performance goal is clear and challenging; For companies, the setting of performance indicators can promote the incentive objects to work hard and improve the performance of listed companies. The index setting not only helps the company to improve its competitiveness, but also helps to increase the company’s attraction to talents in the industry, and plays a positive role in promoting the construction of the company’s core team. At the same time, the setting of indicators takes into account the interests of the incentive object, the company and shareholders, and will play a positive role in promoting the future operation and development of the company.
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 conditions for lifting the sales restriction according to the 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. Therefore, we unanimously agree on the assessment management measures of the company’s incentive plan and agree to submit it to the general meeting of shareholders for deliberation.
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(there is no text on this page, which is the signature page of Shandong Link Science And Technology Co.Ltd(001207) independent directors’ independent opinions on relevant deliberations of the fifth meeting of the second board of directors)
Signature of independent director:
Huang Fangliang
January 12, 2022
(there is no text on this page, which is the signature page of Shandong Link Science And Technology Co.Ltd(001207) independent directors’ independent opinions on relevant deliberations of the fifth meeting of the second board of directors)
Signature of independent director:
Yu Xingquan
January 12, 2022
(there is no text on this page, which is the signature page of Shandong Link Science And Technology Co.Ltd(001207) independent directors’ independent opinions on relevant deliberations of the fifth meeting of the second board of directors)
Signature of independent director:
Du Yeqin
January 12, 2022
