Shandong Shida Shenghua Chemical Group Company Limite(603026) independent director
On the consideration of relevant matters at the 17th meeting of the seventh board of directors
separate opinion
In accordance with the relevant provisions of the stock listing rules of Shanghai Stock Exchange, the guiding opinions on the establishment of independent director system by listed companies, the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 1 – standardized operation and the articles of association, we are independent directors of Shandong Shida Shenghua Chemical Group Company Limite(603026) (hereinafter referred to as the “company”), We have reviewed the relevant proposals of the 17th meeting of the seventh board of directors held on May 3, 2022. Based on our independent judgment and careful research, we hereby express our independent opinions on the relevant matters considered at the meeting as follows: 1. Independent opinions on the proposal of the company to purchase the equity of the joint-stock company and introduce the employee stock ownership platform into the joint-stock company. As an independent director of the company, in line with the attitude of seeking truth from facts, Through the understanding and investigation of the relevant situation of the company, and on the basis of reviewing the relevant materials of the company, we conducted a serious and responsible verification. The opinions on the company’s proposal on the purchase of equity of joint-stock companies and the introduction of ESOP platform by joint-stock companies are as follows: we believe that the original shareholders of Shandong Shida Fuhua New Material Technology Co., Ltd., the joint-stock company of the company, transfer the equity of the joint-stock company, and the company gives up some preemptive rights to introduce ESOP platform, The introduction of the ESOP platform includes the core personnel of the joint-stock company who play an important role in the production and operation of the joint-stock company. The introduction of the ESOP platform can better support the development of the joint-stock company, enhance the cohesion of the company, be conducive to the normal development of the production and operation of the joint-stock company and the realization of the business objectives. It is in line with the interests of all shareholders and does not damage the interests of minority shareholders.
The decision-making procedures of the board of directors comply with the provisions of laws, administrative regulations and the articles of association. The meeting procedures are legal and the resolutions are effective, which is in line with the interests of the company and all shareholders. 2、 Independent opinions on the proposal of establishing a company to invest in the construction of 30000 T / a silicon-based negative electrode material project
In accordance with the relevant provisions of relevant laws and regulations such as the guidelines for self discipline supervision of listed companies on Shanghai Stock Exchange No. 5 – transactions and related party transactions, as an independent director of the company, we have carefully and responsibly verified the related party transactions of the company on the basis of understanding and investigating the relevant situation of the company and reviewing the relevant materials of the company. Comments are as follows:
We believe that the investment and construction of 30000 T / a silicon-based cathode material project is in line with the company’s long-term strategic planning and strategic objectives. It is an extension of the company’s business in the new energy industry, forms synergy with the company’s existing business, and can optimize the company’s regional layout. The joint venture introduces the employee stock ownership platform, which includes the core personnel who play an important role in the construction, production and operation of the project, which is conducive to the normal development of the company’s production and operation and the realization of business objectives, which is in line with the interests of all shareholders and does not harm the interests of minority shareholders. The decision-making procedures of the related party transactions considered by the board of directors comply with the provisions of laws, administrative regulations and the articles of association. The meeting procedures are legal and the resolutions are effective, which is in line with the interests of the company and all shareholders. It is agreed to submit the proposal to the general meeting of shareholders of the company for deliberation. 3、 Independent opinions on the proposal of increasing related parties in 2021 and adjusting the estimated total amount of daily related party transactions in 2021
In accordance with the relevant provisions of relevant laws and regulations such as the guidelines for self discipline supervision of listed companies on Shanghai Stock Exchange No. 5 – transactions and related party transactions, as an independent director of the company, we have carefully and responsibly verified the related party transactions of the company on the basis of understanding and investigating the relevant situation of the company and reviewing the relevant materials of the company. The opinions on the company’s proposal on increasing related parties in 2021 and adjusting the estimated total amount of daily related party transactions in 2021 are as follows:
Due to the change of the shareholders of the company’s subsidiaries or the change of the production and operation of the subsidiaries, the company increased the related parties in 2021 and adjusted the total amount of related transactions in 2021, which is not only to meet the actual needs of the actual business development, but also the actual needs of the company’s development. According to the stock listing rules of Shanghai Stock Exchange, the guidelines for the implementation of related party transactions of listed companies of Shanghai Stock Exchange and other relevant laws and regulations, we agree that, The transaction price and transaction mode of the new connected transactions are conducted by the connected parties on the basis of consensus. The related connected transactions are open, fair and reasonable, in line with the interests of the company and all shareholders, will not affect the independence of the company, and there is no situation that damages the interests of the company and other shareholders, especially small and medium-sized shareholders. Agree to submit the proposal to the general meeting of shareholders of the company for deliberation. 4、 Independent opinions on the proposal of Shandong Shida Shenghua Chemical Group Company Limite(603026) 2022 stock option incentive plan (Draft) and its abstract 1. It is not found that the company is prohibited from implementing the equity incentive plan by laws and regulations such as the measures for the administration of equity incentive of listed companies, and the company has the subject qualification to implement the equity incentive plan. 2. The incentive objects of the company this time do not include the independent directors and supervisors of the company, nor the shareholders or actual controllers who individually or jointly hold more than 5% of the shares of the company and their spouses, parents and children. The incentive objects meet the incentive object conditions specified in the measures for the administration of equity incentive of listed companies and the scope of incentive objects specified in the Shandong Shida Shenghua Chemical Group Company Limite(603026) 2022 stock option incentive plan (Draft), and their subject qualification as the incentive object of the company’s stock option incentive plan is legal and effective. 3. The company has no plans or arrangements to provide loans, loan guarantees or any other financial assistance to the incentive objects.
4. Related directors have avoided voting on relevant proposals in accordance with the company law, the measures for the administration of equity incentive of listed companies and other laws, regulations and normative documents, as well as the relevant provisions of the articles of association. 5. The company’s implementation of stock option incentive plan is conducive to further improve the corporate governance structure, improve the company’s incentive mechanism, enhance the company’s management team and business backbone’s sense of responsibility and mission for the sustainable and healthy development of the company, and is conducive to the sustainable development of the company.
To sum up, we believe that this stock option incentive plan of the company is conducive to the sustainable development of the company and does not damage the interests of the company and all shareholders, especially small and medium-sized shareholders. Therefore, it is agreed to submit the proposal to the general meeting of shareholders of the company for deliberation. 5、 Opinions of independent directors on the proposal of Shandong Shida Shenghua Chemical Group Company Limite(603026) 2022 measures for the implementation and assessment of stock option incentive plan
The establishment of the assessment indicators of the stock option incentive plan complies with the basic provisions of laws, regulations and the articles of association. The assessment indicators are divided into two levels: company level performance assessment and individual level performance assessment. In order to fully mobilize the initiative and creativity of the company’s core employees, better realize the company’s long-term development strategy, planning and business objectives, ensure that the company can maintain relatively sustainable and stable growth and bring more efficient and lasting returns to shareholders, after comprehensively considering the current macroeconomic environment, industry development status and the company’s future development plan and other relevant factors, after reasonable prediction and taking into account the incentive role of the plan, In this incentive plan, the company decided to select operating income as the assessment index.
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 the incentive object and determine whether the incentive object meets the conditions of the right of feasibility.
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, it is agreed to submit the proposal to the general meeting of shareholders of the company for deliberation. 6、 Independent opinions on the proposal on the list of incentive objects of Shandong Shida Shenghua Chemical Group Company Limite(603026) 2022 stock option incentive plan the incentive objects of the company this time do not include the independent directors and supervisors of the company, nor the shareholders or actual controllers who individually or jointly hold more than 5% of the shares of the company and their spouses, parents and children. The incentive objects meet the incentive object conditions specified in the measures for the administration of equity incentive of listed companies and the scope of incentive objects specified in the Shandong Shida Shenghua Chemical Group Company Limite(603026) 2022 stock option incentive plan (Draft), and their subject qualification as the incentive object of the company’s stock option incentive plan is legal and effective.
Related directors have avoided voting on relevant proposals in accordance with the company law, the measures for the administration of equity incentive of listed companies and other laws, regulations and normative documents, as well as the relevant provisions of the articles of association.
To sum up, we believe that this stock option incentive plan of the company is conducive to the sustainable development of the company and does not damage the interests of the company and all shareholders, especially small and medium-sized shareholders. Therefore, it is agreed to submit the proposal to the general meeting of shareholders of the company for deliberation. (no text below)
