Gettopacoustic Co.Ltd(002655) independent directors about
Independent opinions on relevant matters of the 10th meeting of the 5th board of directors
In accordance with 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 measures for the administration of equity incentive of listed companies (hereinafter referred to as the “administrative measures”), the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – business handling, the stock listing rules of Shenzhen Stock Exchange As the independent director of Gettopacoustic Co.Ltd(002655) (hereinafter referred to as the “company”), in accordance with the relevant provisions of the rules for independent directors of listed companies and the Gettopacoustic Co.Ltd(002655) articles of Association (hereinafter referred to as the “articles of association”), and based on the independent, objective and impartial judgment of the company and all shareholders, he carefully reviewed the materials of the 10th meeting of the Fifth Board of directors of the company and understood the relevant conditions in detail, and expressed his independent opinions as follows:
1、 Independent opinions on the appointment of senior managers
We believe that the senior managers employed this time have the job conditions suitable for their exercise of functions and powers, and have not found any circumstances that are not allowed to serve as senior managers of the company as stipulated in the company law, the articles of association and other relevant laws and regulations, and have not been determined as market prohibitions by the CSRC and have not been lifted, nor have they been subject to any punishment and punishment by the CSRC and Shenzhen Stock Exchange. At the same time, the procedures and voting results of the board of directors’ appointment of senior managers comply with relevant laws, regulations and the articles of association. In conclusion, we agree to appoint Mr. Zhang Changshan, Mr. Wan Jingming, Mr. Yang Zhiyong and Mr. Li Guangqiang as deputy general managers of the company.
2、 Independent opinions on 2022 stock option and restricted stock incentive plan (Draft) and its summary
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 incentive objects of this equity incentive plan meet the qualifications of the company law, securities law, management measures, articles of association and other relevant provisions. The determined incentive objects are the company’s directors, senior managers, middle managers and core technical (business) personnel (excluding independent directors, supervisors and shareholders or actual controllers who individually or jointly hold more than 5% of the company’s shares and their spouses, parents and children).
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;
3. The contents of the company’s 2022 stock option and restricted stock incentive plan (Draft) and its abstract comply with the relevant provisions of the company law, securities law, administrative measures, etc; The granting arrangement, waiting period / restricted sale period arrangement, exercise arrangement / lifting of restricted sale arrangement and other matters of stock options / restricted shares of each incentive object do not violate the provisions of relevant laws and regulations, 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 this 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 business 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.
To sum up, after careful review, all our independent directors agree that the equity incentive plan of the company 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 equity incentive plan meet the conditions for becoming equity incentive objects specified in laws, regulations and normative documents. Therefore, we unanimously agree that the company will implement this equity incentive, and agree to submit relevant proposals to the general meeting of shareholders for deliberation.
3、 Independent opinions on the scientific and reasonable indicators set in the stock option and restricted stock incentive plan
The company has formulated assessment management measures for the implementation of this incentive plan, and set up two levels of performance assessment at the company level and individual level. Among them, the performance index at the company level is the growth rate of net profit, which is the final embodiment of the company’s profitability and enterprise growth, and can establish a better image of the capital market. In addition to the performance appraisal at the company level, the company also sets performance appraisal index requirements 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 incentive object meets the conditions of exercising rights / lifting restrictions according to the performance evaluation level 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, and the setting of assessment indicators is scientific and reasonable, so as to promote the realization of the company’s strategic objectives. At the same time, it has a restrictive effect on the incentive objects, and can achieve the assessment purpose of this incentive plan.
Independent directors: Yang Buxiang, Zhang Huiyu, Yang Yi
May 19, 2002
