Kingsignal Technology Co.Ltd(300252) independent directors
The fourth meeting of the Fourth Board of directors in 2022
Independent opinions on relevant matters
As an independent director of Kingsignal Technology Co.Ltd(300252) (hereinafter referred to as the "company") in accordance with the relevant provisions of the guiding opinions on the establishment of independent director system in listed companies, the Listing Rules of Shenzhen Stock Exchange on the gem, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on the gem and the articles of association, Based on independent judgment, we hereby express the following independent opinions on matters related to the fourth meeting of the Fourth Board of directors in 2022:
1、 Independent opinions on the implementation of "internal partner sharing plan"
After verification, we believe that the company's internal partner sharing plan is formulated according to the characteristics of the company's industry and the actual situation, which can better reflect the consistency of rights, responsibilities and interests, stimulate the work enthusiasm and creativity of the company's employees, and is conducive to the company's business development. There is no violation of relevant laws and regulations or damage to the interests of the company and shareholders.
2、 Independent opinions on 3 Zhejiang Zhongcheng Packing Material Co.Ltd(002522) 022 restricted stock incentive plan (Draft) and its abstract
After verification, we believe that:
1. The drafting and deliberation process of 3 Zhejiang Zhongcheng Packing Material Co.Ltd(002522) 022 restricted stock incentive plan (Draft) (hereinafter referred to as "incentive plan (Draft)" or "this incentive plan") complies with the provisions of relevant laws, regulations and normative documents such as the measures for the administration of equity incentive of listed companies (hereinafter referred to as "administrative measures").
2. 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.
3. The incentive objects granted by the company for the first time in this incentive plan have the qualifications specified in 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") and other laws, regulations and normative documents, as well as the articles of association of the company; The incentive objects granted for the first time in this incentive plan meet the incentive object conditions stipulated in relevant laws, regulations and normative documents such as the administrative measures, the Shenzhen Stock Exchange GEM Listing Rules (hereinafter referred to as the "Listing Rules"), and meet the scope of incentive objects stipulated in the incentive plan (draft). Their subject qualification as the incentive object of this incentive plan of the company is legal and effective.
4. The content, drafting and deliberation process of the incentive plan (Draft) and its summary comply with the provisions of the company law, the securities law, the administrative measures, the listing rules and other relevant laws, regulations, normative documents and the articles of Association; The granting arrangement and attribution arrangement of restricted shares of each incentive object (including the granting quantity, granting date, granting conditions, granting price, vesting period, vesting conditions and other matters) 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. When the board of directors of the company deliberated the relevant proposals, the related directors have avoided voting 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.
7. The company's implementation of this 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, we agree that the company will implement the incentive plan and submit the matter to the general meeting of shareholders for deliberation.
3、 Independent opinions on the administrative measures for the implementation and assessment of 3 Zhejiang Zhongcheng Packing Material Co.Ltd(002522) 022 restricted stock incentive plan
After verification, we believe that:
The setting of assessment indicators of this incentive plan complies with the basic provisions of laws and regulations and the articles of association. The assessment is divided into company level performance assessment and individual level performance assessment.
In terms of company level performance assessment, it is divided into listed company level performance assessment and business unit level performance assessment. After reasonable prediction and considering the incentive effect of the incentive plan, the net profit is selected as the performance evaluation index at the company level. The net profit index can truly reflect the profitability and growth of the company. The performance indicators are set based on the historical performance of the company and its business units, industry development, market competition and the company's future development plan. The assessment indicators set in this incentive plan are challenging, which will help to improve the company's competitiveness and mobilize the enthusiasm of employees, ensure the realization of the company's future development strategy and business objectives, and bring more efficient and lasting returns to shareholders.
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. In each vesting period, the company will determine whether the restricted shares granted to the incentive object meet the vesting conditions and the specific vesting quantity 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 that the company shall formulate the management measures for the implementation and assessment of the restricted stock incentive plan in 2022 and submit it to the general meeting of shareholders for deliberation.
4、 Independent opinions on 3 Zhejiang Zhongcheng Packing Material Co.Ltd(002522) 022 employee stock ownership plan (Draft) and its abstract
We have carefully reviewed the company's 2022 employee stock ownership plan (Draft) (hereinafter referred to as the "Employee Stock Ownership Plan"), and based on our independent judgment, we express the following opinions:
1. The company is not prohibited from implementing the employee stock ownership plan in accordance with laws, regulations and normative documents such as the guiding opinions, the guidelines for self discipline supervision of listed companies on Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM (hereinafter referred to as the "guidelines for standardized operation of gem").
2. The company's procedures for formulating this employee stock ownership plan are legal and effective. The content of the company's employee stock ownership plan complies with the provisions of laws, regulations and normative documents such as the guiding opinions and the guidelines for the standardized operation of gem. 3. Before the company launched the employee stock ownership plan, the employee congress has been held and the opinions of employees have been fully consulted. The company's decision-making procedures for reviewing the proposals related to the employee stock ownership plan are legal and effective, and there is no damage to the interests of the company and the legitimate rights and interests of minority shareholders. This ESOP follows the principles of "legal compliance", "voluntary participation" and "risk bearing". There is no situation of forcing employees to participate in this ESOP by means of apportionment and forced distribution, and there is no plan or arrangement for the company to provide loans, loan guarantees or any other financial assistance to the holders of this ESOP.
4. The proposed holders of the company's employee stock ownership plan meet the holder conditions specified in the guiding opinions, guidelines for the standardized operation of gem and other laws, regulations and normative documents, meet the holder scope specified in the employee stock ownership plan, and their subject qualification as the holder of the company's employee stock ownership plan is legal and effective. The total number of shares held by all effective employee stock ownership plans of the company shall not exceed 10% of the total share capital of the company, and the share held by any holder shall not exceed 1% of the total share capital of the company.
5. The implementation of the employee stock ownership plan by the company is conducive to establishing and improving the benefit sharing mechanism between workers and owners, further improving the level of corporate governance, improving the cohesion of employees and the competitiveness of the company, fully mobilizing the enthusiasm and creativity of employees, attracting and retaining excellent management talents, and realizing the sustainable development of the company.
6. When the board of directors of the company considered the proposal, the related directors have avoided voting in accordance with the provisions of relevant laws and regulations, and the proposal shall be considered and voted by the non related directors. The proposal shall be submitted to the general meeting of shareholders for deliberation.
Therefore, we unanimously agree on the company's employee stock ownership plan in 2022 and agree to submit the above proposal to the general meeting of shareholders for deliberation.
5、 Independent opinions on the measures for the administration of employee stock ownership plans in 3 Zhejiang Zhongcheng Packing Material Co.Ltd(002522) 022
We have carefully reviewed the proposal on the company's measures for the administration of employee stock ownership plans in 2022, and based on our independent judgment, we express the following opinions:
1. The management measures for employee stock ownership plan in 2022 formulated by the company is to ensure the smooth implementation of the employee stock ownership plan and the standardized operation of the employee stock ownership plan, which is conducive to the sustainable and healthy development of the company and will not damage the interests of the company and all shareholders. The formulation of the company's employee stock ownership plan is in accordance with the relevant laws and regulations of 2022 and the effective management procedures of the company.
2. When the board of directors of the company considered the proposal, the related directors have avoided voting in accordance with the provisions of relevant laws and regulations, and the proposal shall be considered and voted by the non related directors. The proposal shall be submitted to the general meeting of shareholders for deliberation.
Therefore, we agree that the implementation system of this ESOP is comprehensive, comprehensive and operable, and can achieve the implementation purpose of this ESOP. We agree to submit the above proposal to the general meeting of shareholders for deliberation.
Independent directors: Zhao Dengping, Huang Wenfeng, Wang Cheng May 20, 2022
