Zhejiang Qianjiang Motorcycle Co.Ltd(000913) independent director
Independent opinions on matters related to the sixth meeting of the eighth board of directors
As an independent director of Zhejiang Qianjiang Motorcycle Co.Ltd(000913) (hereinafter referred to as “the company”) 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 rules for independent directors of listed companies, the articles of association of Zhejiang Qianjiang Motorcycle Co.Ltd(000913) companies (hereinafter referred to as “the company”) and other relevant provisions, We hereby express our opinions on the relevant matters considered at the sixth meeting of the eighth board of directors of the company as follows:
1、 Independent opinions on the company’s compliance with the conditions for non-public offering of shares
After reviewing the proposal on the company’s compliance with the conditions for non-public offering of shares and checking the qualifications and relevant conditions of non-public offering of shares by listed companies, we believe that the matters related to this non-public offering of shares comply with the provisions of relevant laws, regulations, rules, normative documents and the articles of Association, the scheme is feasible, the procedures are compliant, the principles of fairness and impartiality are followed, which is conducive to the long-term development of the company, It conforms to the interests of the company and all shareholders and does not damage the interests of minority shareholders.
Therefore, we unanimously agree to the above proposal and agree to submit it to the general meeting of shareholders of the company for deliberation.
2、 Independent opinions on the company’s non-public offering plan and plan
After reviewing the proposal on the company’s non-public stock development plan and the proposal on the company’s non-public stock development plan, we believe that:
1. The plan of this non-public offering of shares is feasible. After this issuance, it is conducive to enhancing the company’s sustainable profitability, in line with the company’s development strategy and the interests of shareholders, and there is no damage to the interests of the company and all its shareholders, especially small and medium-sized shareholders;
2. When the board of directors considered the above proposals, the decision-making procedures were in line with the relevant provisions of laws, regulations and the articles of association.
Therefore, we unanimously agree to the above proposal and agree to submit it to the general meeting of shareholders of the company for deliberation.
3、 Independent opinions on the feasibility analysis report on the use of funds raised by the company’s non-public offering of shares
After reviewing the feasibility analysis report on the use of funds raised by Zhejiang Qianjiang Motorcycle Co.Ltd(000913) non-public Development Bank, we believe that the use plan of funds raised by the company’s non-public offering is in line with relevant policies, laws and regulations, as well as the overall strategic development plan of the company in the future, and in line with the interests of the company and all shareholders.
Therefore, we unanimously agree to the above proposal and agree to submit it to the general meeting of shareholders of the company for deliberation.
4、 Independent opinions on the proposal of signing the non public development bank share subscription agreement and related party transactions with conditional effect between the company and the subscription object
After examination, we believe that the subscription object of the company’s non-public offering of shares complies with the provisions of the detailed rules for the implementation of non-public offering of shares by listed companies and other laws and regulations. The subscription object of the non-public offering of shares is Geely maijie Investment Co., Ltd. (hereinafter referred to as “Geely maijie”), which is a company controlled by the actual controller of the company, Geely Technology Group Co., Ltd., the current controlling shareholder of the company, signed the share transfer agreement on Zhejiang Qianjiang Motorcycle Co.Ltd(000913) with Geely maijie. Geely Technology Group Co., Ltd. transferred its shares to Geely maijie through agreement transfer. After completion, Geely maijie will hold 135 million shares of the company. Therefore, Geely maijie’s subscription for the non-public offering constitutes a connected transaction. The company’s non-public offering of shares involves related party transactions, which comply with the relevant provisions of the company law, the securities law, the measures for the administration of securities issuance of listed companies and other laws, regulations and the articles of association. The pricing mechanism is fair and reasonable, and the related party transactions will perform the necessary internal decision-making procedures, without damaging the interests of the company and shareholders, especially the interests of minority shareholders.
Therefore, we unanimously agree to the above proposal and agree to submit it to the general meeting of shareholders of the company for deliberation.
5、 Independent opinions on the proposal of requesting the general meeting of shareholders to approve Geely maijie and its persons acting in concert to be exempted from increasing the company’s shares by tender offer
After the completion of this non-public offering of shares, the proportion of shares directly held by Geely maijie and its persons acting in concert will exceed 30%, resulting in Geely maijie subscribing for the shares issued by the company this time, triggering the obligation of tender offer stipulated in the administrative measures for the acquisition of listed companies.
According to Article 63 of the measures for the administration of the acquisition of listed companies, with the approval of the non affiliated shareholders of the general meeting of shareholders of the listed company, the investor obtains the new shares issued to him by the listed company, resulting in his equity shares in the company exceeding 30% of the issued shares of the company. The investor promises not to transfer the new shares issued to him within three years, and the general meeting of shareholders of the company agrees that the investor is exempted from making an offer, Relevant investors may be exempted from making an offer. Geely maijie has promised that the shares subscribed by Geely maijie shall not be transferred within 36 months from the end of this non-public offering. After the approval of the non affiliated shareholders of the general meeting of shareholders of the company, Geely maijie’s acquisition of new shares issued by the listed company in this non-public offering complies with the exemption from making an offer stipulated in Article 63 of the measures for the administration of the acquisition of listed companies. After examination, we believe that the board of directors submitted to the general meeting of shareholders for approval that Geely maijie and its persons acting in concert should be exempted from holding more shares of the company by offer, and there is no situation that damages the legitimate rights and interests of the company and minority shareholders.
Therefore, we unanimously agree to the above proposal and agree to submit it to the general meeting of shareholders of the company for deliberation.
6、 Independent opinions on the proposal that there is no need to prepare the report on the use of the previously raised funds
After examination, we believe that the company’s last raised funds have been received for more than five fiscal years. According to the measures for the administration of securities issuance of listed companies and the provisions on the report on the use of previously raised funds issued by the CSRC, the company does not need to prepare the report on the use of previously raised funds for this non-public offering. Therefore, we unanimously agree to the above proposal and agree to submit it to the general meeting of shareholders of the company for deliberation.
7、 Independent opinions on the impact of the company’s non-public offering of A-Shares on the company’s main financial indicators and the measures to be taken by the company
The diluted immediate return and filling measures of the company’s non-public offering of A-Shares and the measures to be taken by relevant subjects are legal, compliant and feasible, which is conducive to protecting the interests of all shareholders, especially the legitimate rights and interests of minority shareholders.
Therefore, we unanimously agree to the above proposal and agree to submit it to the general meeting of shareholders of the company for deliberation.
8、 Independent opinions on the shareholder return planning of the company in the next three years (20222024)
After reviewing the shareholder return plan for Zhejiang Qianjiang Motorcycle Co.Ltd(000913) the next three years (20222024), we believe that the formulation and decision-making procedures of the plan comply with the provisions of relevant laws, regulations and the articles of association. While maintaining its sustainable and steady development, the company attaches great importance to the reasonable investment return of shareholders, and comprehensively considers the actual and planning of enterprise operation and development, current and future profit scale, cash flow status and other factors, A continuous, stable and scientific return mechanism and plan have been formulated to ensure the continuity and stability of the profit distribution policy.
Therefore, we unanimously agree to implement the shareholder return plan for Zhejiang Qianjiang Motorcycle Co.Ltd(000913) next three years (20222024), and agree to submit this proposal to the general meeting of shareholders of the company for deliberation.
9、 Independent opinions on the proposal of the company to request the general meeting of shareholders to authorize the board of directors to fully handle the specific matters of non-public offering of shares
The shareholders’ meeting is requested to authorize the board of directors to handle matters related to the company’s non-public offering of shares, which is conducive to the efficient and orderly implementation of the work related to the non-public offering of shares. The specific authorization content and authorization period comply with the relevant provisions of the law and the articles of Association. There is no situation that damages the interests of the company and all its shareholders, especially the minority shareholders.
Therefore, we unanimously agree to the above proposal and agree to submit it to the general meeting of shareholders of the company for deliberation.
10、 Independent opinions on Zhejiang Qianjiang Motorcycle Co.Ltd(000913) 2022 restricted stock incentive plan (Draft) and its abstract
1. The company is not prohibited to implement the equity incentive plan as stipulated in laws, regulations and normative documents, and the company has the subject qualification to implement the equity incentive plan;
2. The formulation, review process and contents of the Zhejiang Qianjiang Motorcycle Co.Ltd(000913) 2022 restricted stock incentive plan (Draft) and its summary comply with the provisions of the administrative measures and other relevant laws, regulations and normative documents, and the grant arrangement of restricted shares to each incentive object The release of restrictions on sales (including the number of grants, the date of grant, the conditions of grant, the price of grant, the date of release of restrictions on sales, the conditions of release of restrictions on sales, etc.) does not violate the provisions of relevant laws and regulations and normative legal documents, and does not infringe the interests of the company and all shareholders;
3. The first awarding objects of the company’s incentive plan meet the conditions for becoming incentive objects stipulated by law and the scope of incentive objects stipulated in the company’s incentive plan, and their subject qualification as incentive objects of the company’s incentive plan is legal and effective;
4. The company has no plans or arrangements to provide loans, loan guarantees or other forms of financial assistance to incentive objects;
5. The related directors have avoided voting on relevant proposals in accordance with the company law, securities law, administrative 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;
6. The company’s implementation of restricted stock incentive plan is conducive to improving the company’s incentive and restraint mechanism, improving the company’s salary assessment system, playing a positive role in promoting the construction of the company’s core team, conducive to the long-term sustainable development of the company and will not damage the interests of the company and all shareholders.
Therefore, we unanimously agree that the company will implement the equity incentive plan and submit the matter to the general meeting of shareholders for deliberation.
（11） Independent opinions on the administrative measures for the implementation and assessment of Zhejiang Qianjiang Motorcycle Co.Ltd(000913) 2022 restricted stock incentive plan
In the measures for the administration of the implementation and evaluation of the incentive plan for restricted stocks in Zhejiang Qianjiang Motorcycle Co.Ltd(000913) 2022, the evaluation is divided into two levels: the performance evaluation at the company level and the performance evaluation at the individual level.
1. The performance evaluation index at the company level is the net profit index, which is the final embodiment of measuring the profitability of the enterprise and the enterprise. It can establish a better image of the capital market, make reasonable prediction and take into account the incentive effect of the incentive plan.
The company has set a challenging net profit index for this restricted stock incentive plan, which is conducive to promoting the incentive objects to work hard to achieve the performance index, fully mobilizing the incentive objects’ work enthusiasm and enthusiasm, and promoting the realization of the company’s strategic objectives.
2. In addition to the performance appraisal at the company level, the performance appraisal at the individual level is also carried out for the incentive object. This index can make a more accurate and comprehensive comprehensive evaluation of the work performance of the incentive personnel, and clearly stipulates that the incentive object can remove the restricted shares of the corresponding proportion only when the individual performance appraisal meets the standard. The performance evaluation system, performance evaluation methods and evaluation indicators of this restricted stock incentive plan are comprehensive, comprehensive, operable, restrictive to the incentive objects, and can achieve the evaluation effect.
Therefore, we unanimously agree to the measures for the implementation of the company’s restricted stock incentive plan in 2022, and agree to submit the proposal to the general meeting of shareholders for deliberation.
（12） Independent opinions on the proposal of the company to request the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s restricted stock incentive plan in 2022
In accordance with the relevant provisions of the company law, the securities law and other laws and regulations and the articles of association, the board of directors is authorized to fully handle the matters related to the company’s restricted stock incentive plan in 2022, which is conducive to the efficient and orderly implementation of the work related to the restricted stock incentive plan. The specific authorization content and authorization period comply with the relevant laws and regulations and the articles of association.
Therefore, we unanimously agree to the above proposal and agree to submit it to the general meeting of shareholders of the company for deliberation.
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