Beijing Sanyuan Foods Co.Ltd(600429)
Independent opinions of independent directors
Beijing Sanyuan Foods Co.Ltd(600429) independent directors Zheng Xiaodong, Jiang Linshu and Luo Ting, in accordance with the company law of the people’s Republic of China, the guiding opinions on the establishment of independent director system in listed companies, the stock listing rules of Shanghai Stock Exchange and other relevant provisions, the articles of association of Beijing Sanyuan Foods Co.Ltd(600429) (hereinafter referred to as the “articles of association”) and the working system of Beijing Sanyuan Foods Co.Ltd(600429) independent directors, Express the following independent opinions:
1、 Independent opinions on the proposal on the company’s 2022 restricted stock incentive plan (Draft) and its summary
1. The company is not prohibited to implement the restricted stock incentive plan as stipulated in relevant laws, regulations and normative documents, and the company has the subject qualification to implement the restricted stock incentive plan;
2. The incentive objects determined by the company’s restricted stock incentive plan comply with relevant laws, regulations, normative documents and the relevant qualification provisions of the articles of Association; The incentive objects determined by the company’s restricted stock incentive plan are not prohibited from becoming incentive objects as stipulated in the measures for the administration of equity incentive of listed companies, and the subject qualification of incentive objects is legal and effective;
3. The formulation, review process and contents of the company’s restricted stock incentive plan (Draft) comply with the provisions of relevant laws, regulations and normative documents, and the restricted stock grant arrangement and unlocking arrangement for each incentive object do not violate the provisions of relevant laws, regulations and normative documents. It does 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 forms of financial assistance to incentive objects.
5. The company’s implementation of this restricted stock incentive plan will help to further establish and improve the company’s long-term incentive mechanism, attract and retain excellent talents, fully mobilize the enthusiasm of the company’s senior managers, core backbone and core business personnel, and effectively combine the interests of shareholders, the company and operators, Make all parties concerned about the long-term development of the company.
6. The deliberation and voting procedures of relevant proposals of the restricted stock incentive plan comply with the articles of association, rules of procedure of the board of directors and relevant regulations of Beijing SASAC, CSRC and other regulatory authorities. The implementation of the incentive plan has been reviewed and approved by the board of directors, the related directors avoided voting, and the board of supervisors issued verification opinions on the restricted stock incentive plan (Draft) and the list of incentive objects. The restricted stock incentive plan still needs to be approved by Beijing SASAC and deliberated and approved by the general meeting of shareholders of the company.
As an independent director of the company, we believe that the company’s implementation of the restricted stock incentive plan is conducive to the sustainable and stable development of the company and will not damage the interests of the company and all its shareholders. The independent director agrees to the company’s implementation of the restricted stock incentive plan and submits relevant matters to the general meeting of shareholders for deliberation.
2、 Independent opinions on the scientificity and rationality of the indicators set in the restricted stock incentive plan
The indicators of the company’s restricted stock incentive plan are divided into two levels, namely, the performance assessment at the company level and the performance assessment at the individual level of the incentive object.
The company selects six indicators as performance evaluation indicators: the average return on net assets after non deduction, the growth rate of net profit after non deduction, the growth rate of operating revenue, the growth rate of self operated low-temperature fresh milk revenue, the proportion of high-end self operated product revenue in the company’s total self operated product revenue, and the number of new products. These six indicators can objectively reflect the company’s return ability Growth ability and income quality are the core indicators reflecting the operating efficiency and operating efficiency of enterprises. After reasonable prediction and taking into account the incentive effect of the incentive plan, the company has set the above performance evaluation objectives at the company level for the restricted stock incentive plan.
In addition to the performance appraisal at the company level, the company has also set up a strict performance appraisal system for the individual incentive objects, which can make a more accurate and comprehensive comprehensive evaluation of the individual work performance of the incentive objects. The company will determine whether the individual incentive object meets the conditions for lifting the sales restriction according to the performance evaluation results of the incentive object in the previous year.
To sum up, we believe that the assessment system of the restricted stock incentive plan implemented by the company is comprehensive, comprehensive and operable, the assessment index setting is scientific and reasonable, and has a restrictive effect on the incentive objects, which can achieve the assessment purpose of the restricted stock incentive plan.
Independent directors: Zheng Xiaodong, Jiang Linshu, Luo Ting January 14, 2022
