Shenzhen Longtech Smart Control Co.Ltd(300916) independent director
Independent opinions on matters related to the 19th meeting of the second board of directors
In accordance with the company law of the people’s Republic of China, the rules for independent directors of listed companies, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM and other relevant laws, regulations and normative documents, as well as the articles of association and other relevant provisions, we are the independent directors of Shenzhen Longtech Smart Control Co.Ltd(300916) (hereinafter referred to as the “company”), After reviewing the relevant proposals of the 19th meeting of the second board of directors held by the company, based on the position of independent judgment and careful research, we hereby express the following independent opinions on the relevant matters of the meeting: I. independent opinions on the company’s restricted stock incentive plan (Draft) in 2022 and its summary
We have carefully reviewed the 2022 restricted stock incentive plan (Draft) (hereinafter referred to as the “incentive plan”) and its abstract. Based on the principle of independent and objective judgment, in accordance with the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “administrative measures”), the rules for the listing of shares on the gem of Shenzhen Stock Exchange (revised in December 2020) (hereinafter referred to as the “Listing Rules”) and other relevant laws Review the regulations and normative documents. We believe that:
1. The company is not prohibited from implementing the equity incentive plan as stipulated in the administrative measures and other laws, regulations and normative documents. The company has the subject qualification to implement the equity incentive plan.
2. The formulation and review process of the company’s restricted stock incentive plan for 2022 (Draft) and its summary comply with the provisions of the administrative measures, listing rules and other relevant laws, regulations, rules and normative documents.
3. The incentive objects determined in this incentive plan of the company have the qualifications specified in the company law, securities law, articles of association and other laws, regulations and normative documents; None of the listed personnel is prohibited from becoming incentive objects as stipulated in the administrative measures, and meets the scope of incentive objects specified in the listing rules and the company’s 2022 restricted stock incentive plan (Draft). Their subject qualification as incentive objects of the company’s 2022 restricted stock incentive plan is legal and effective.
4. 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, listing rules and other relevant laws, regulations and normative documents; The granting arrangement and attribution arrangement (including granting amount, granting date, granting conditions, granting price, waiting period, vesting period, vesting conditions and other matters) of restricted shares of each incentive object do not violate the provisions of relevant laws, regulations and normative documents, and do 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. The company’s implementation of equity incentive plan is conducive to further improve the corporate governance structure, improve the company’s long-term incentive mechanism, fully mobilize the enthusiasm of the company’s core employees, and enhance the company’s management team and business backbone’s sense of responsibility and mission for the sustainable and healthy development of the company.
7. The related directors have avoided voting on relevant proposals in accordance with the company law, management measures and other laws, regulations, rules and normative documents, as well as the relevant provisions of the articles of association, which shall be deliberated and voted by the non related directors. To sum up, we believe that the implementation of this incentive plan will improve the medium and long-term incentive and restraint mechanism of the company, make the interests of core employees more closely combined with the long-term development of the company and shareholders, fully mobilize the enthusiasm and creativity of key employees, be conducive to the sustainable development of the company, and do not damage the interests of the company and all shareholders. We unanimously agree that the company will implement this equity incentive plan and agree to submit the matter to the general meeting of shareholders for deliberation.
2、 Independent opinions on the scientificity and rationality of the indicators set in the company’s restricted stock incentive plan in 2022 (Draft)
We have carefully reviewed the management measures for the implementation and assessment of the restricted stock incentive plan in 2022. In order to achieve the implementation purpose of this incentive plan, the assessment system set in this incentive plan is comprehensive, comprehensive and operable, and can play a good incentive and restraint effect on the incentive objects; The appraisal system includes company level performance appraisal and individual level performance appraisal.
The performance index at the company level is the net profit growth rate. The performance assessment at the company level for each period set by the company for this restricted stock incentive plan is based on the net profit of the previous year. The target value of the net profit growth rate is 60% and the trigger value is 20%. According to the completion degree of the net profit index in each assessment year, the company level ownership proportion of the incentive object in each ownership period is determined. The index setting method comprehensively considers the impact of the macroeconomic environment, the development of the company’s industry and market competition, the company’s historical performance, the company’s future development strategic planning and expectation, and can effectively balance the impact of fierce industry competition on the company’s performance fluctuation. It is a reasonable prediction of the company’s future business planning and takes into account the incentive effect of the incentive plan, reflecting high growth Ensure the expected incentive effect while meeting the requirements of profitability. 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.
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 Shenzhen Longtech Smart Control Co.Ltd(300916) independent directors’ independent opinions on matters related to the 19th meeting of the second board of directors) signature of all independent directors: Tang Huiling (signature): Zhou Zhou (signature):
May 18, 2022
