Hangzhou Star Shuaier Electric Appliance Co.Ltd(002860)
Independent opinions of independent directors on matters related to the 18th meeting of the Fourth Board of directors
In accordance with the company law of the people’s Republic of China, the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the rules for independent directors of listed companies and other laws, regulations and normative documents, as well as the articles of association, the company’s independent director system and other relevant provisions, As independent directors of Hangzhou Star Shuaier Electric Appliance Co.Ltd(002860) (hereinafter referred to as “the company”), we have carefully reviewed the proposal on Hangzhou Star Shuaier Electric Appliance Co.Ltd(002860) 2022 restricted stock incentive plan (Draft) and its summary, the proposal on Hangzhou Star Shuaier Electric Appliance Co.Ltd(002860) 2022 restricted stock incentive plan implementation assessment management measures, and other relevant proposal materials deliberated at the 18th meeting of the Fourth Board of directors of the company (hereinafter referred to as “the board of directors”), In a serious and responsible attitude, based on independent judgment and after careful discussion, we hereby express the following independent opinions on the relevant matters of the 18th meeting of the Fourth Board of directors of the company:
1、 Independent opinions on Hangzhou Star Shuaier Electric Appliance Co.Ltd(002860) 2022 restricted stock incentive plan (Draft) and its abstract
Verified:
1. The drafting and deliberation process of Hangzhou Star Shuaier Electric Appliance Co.Ltd(002860) 2022 restricted stock incentive plan (Draft) (hereinafter referred to as “incentive plan (Draft)” or “this incentive plan”) and its summary comply with the provisions of relevant laws, regulations, rules and normative documents such as the measures for the administration of equity incentive of listed companies (hereinafter referred to as “management 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 first granted incentive objects determined in this restricted stock incentive plan meet the qualification conditions specified in the company law, securities law, administrative measures, articles of association and other laws, regulations and normative documents, and meet the scope of incentive objects specified in the incentive plan (Draft). The determined incentive objects are the company’s directors, senior managers and other core personnel who meet the requirements of the company (including subsidiaries) (excluding independent directors, supervisors, 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) The incentive plan stipulates that they are not allowed to participate in this equity incentive or no longer meet the conditions for participating in this equity incentive; (7) Other circumstances recognized by the CSRC.
4. The contents of the company’s incentive plan (Draft) comply with the provisions of the company law, securities law, administrative measures and other relevant laws, regulations and normative documents; The grant and release of restricted shares to incentive objects (including the grant amount, grant date, grant price, restricted sale period, lock up period, release of restricted sale period, release of restricted sale conditions and other matters) did not violate the provisions of relevant laws, regulations and normative documents, and did 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 this restricted stock incentive plan is conducive to further improve the corporate governance structure, improve the company’s incentive mechanism, enhance the company’s management team and core 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.
7. Related directors have avoided voting on relevant proposals in accordance with relevant regulations, which shall be deliberated and voted by non related directors.
In conclusion, after careful review, all our independent directors agree that the company’s restricted stock incentive plan 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 restricted stock incentive plan meet the conditions for becoming restricted stock 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 the incentive plan (Draft) and its summary to the company’s first extraordinary general meeting in 2022 for deliberation. 2、 Independent opinions on the administrative measures for the implementation and assessment of Hangzhou Star Shuaier Electric Appliance Co.Ltd(002860) 2022 restricted stock incentive plan
After verification, the assessment indicators of the company’s incentive plan are divided into company / subsidiary level performance assessment and individual level performance assessment.
(I) performance assessment requirements at the company level:
In the incentive plan, the performance indicators of the company will be assessed annually in the fiscal year from 2022 to 2024, and the achievement of the performance assessment goal will be one of the conditions for the lifting of the sales restriction of the incentive object in the current year. The company level performance assessment objectives of restricted shares granted by the incentive plan are shown in the table below:
Performance assessment objectives during the lifting of sales restrictions
The company shall meet one of the following two conditions:
The restricted shares granted for the first time will be released in the first restricted period. 1. Based on the net profit in 2021, the net profit growth rate in 2022 will not be less than 10.00%;
2. Based on the operating income in 2021, the operating income in 2022
The growth rate shall not be less than 20.00%.
The company shall meet one of the following two conditions:
1. Based on the net profit in 2021, the net profit will increase in 2023
The rate of the second release period shall not be less than 20.00%;
2. Based on the operating income in 2021, the operating income in 2023
The growth rate shall not be less than 40.00%.
The company shall meet one of the following two conditions:
1. Based on the net profit in 2021, the net profit will increase in 2024
The rate of the third period of lifting the restrictions on sales shall not be less than 30.00%;
2. Based on the operating income in 2021, the operating income in 2024
The growth rate shall not be less than 60.00%.
The company shall meet one of the following two conditions:
1. Based on the net profit in 2021, the net profit will increase in 2023
The rate of the first release period shall not be less than 20.00%;
2. Based on the operating income in 2021, the operating income in 2023
The growth rate of restricted shares reserved for grant shall not be less than 40.00%.
The company shall meet one of the following two conditions:
1. Based on the net profit in 2021, the net profit will increase in 2024
The rate of the second release period shall not be less than 30.00%;
2. Based on the operating income in 2021, the operating income in 2024
The growth rate shall not be less than 60.00%.
Note: the above “net profit” refers to the audited net profit attributable to the shareholders of the listed company, but excluding the impact of share based payment expenses of this and other equity incentive plans as the calculation basis; “Operating income” refers to the audited operating income of the listed company.
During the period of lifting the restriction, the company will handle the lifting of the restriction for the incentive objects who meet the conditions for lifting the restriction. If the performance level of the company in the current period fails to meet the performance assessment target conditions during each release period, the restricted shares that can be released in the corresponding assessment year of all incentive objects shall not be released, and the company shall repurchase and cancel them at the grant price plus the deposit interest of the people’s Bank of China in the same period. (II) performance assessment requirements at subsidiary level
When the incentive object is an employee of a subsidiary company, the incentive plan will assess the performance indicators of the subsidiary company where the incentive object is located by year in the fiscal year from 2022 to 2024, so as to achieve the performance assessment goal as one of the conditions for lifting the sales restriction of the incentive object in the current year. According to the achievement of performance appraisal objectives in each appraisal year (actual achievement rate of performance indicators r = actual completion value of each appraisal year / performance appraisal target value), it is divided into three levels. The company determines the release restriction coefficient of incentive objects of subsidiaries according to the following table:
Actual achievement rate of performance indicators R ≥ 95% R ≥ 85% R 85%
Assessment coefficient of subsidiaries: 100%, 70%, 0%
If the actual achievement rate r of the current performance index of the subsidiary fails to reach 85% during each release period, the subject shares that can be released in the corresponding assessment year of all incentive objects of the subsidiary shall not be released, and the company shall repurchase and cancel them at the grant price plus the deposit interest of the people’s Bank of China in the same period.
If the incentive object is the employee of the parent company of the listed company, there is no need to examine the performance of the subsidiary company.
(III) performance appraisal conditions of incentive objects
The performance appraisal at the individual level of the incentive object shall be organized and implemented in accordance with the relevant provisions of the company’s current salary and appraisal. The company will score the comprehensive evaluation of the incentive object in each evaluation year, and determine its evaluation coefficient according to the individual performance evaluation results of the incentive object. The performance appraisal results of incentive objects are divided into three grades: promotion, promotion and degradation. The corresponding individual appraisal coefficients of incentive objects are as follows:
The assessment results are upgraded and demoted
Personal assessment coefficient 100%, 70%, 0%
If the incentive object is the employee of the parent company of the listed company: the actual number of shares that can be lifted in the current year = individual assessment coefficient × Individual plans to lift the sales restriction limit.
If the incentive object is an employee of a subsidiary of a listed company: the actual number of shares of the incentive object that can be lifted in the current year = the assessment coefficient of the subsidiary × Individual assessment coefficient × Individual plans to lift the sales restriction limit.
On the premise that the performance objectives of the company and the performance assessment conditions of the subsidiaries of the incentive object are met, if the individual comprehensive evaluation results of the incentive object in the previous year reach the guaranteed grade or above, the incentive object can lift the restriction on the sale of the restricted shares granted according to the proportion specified in the incentive plan. If the restricted shares that the incentive object plans to lift the restriction in the current period cannot be lifted or completely lifted due to personal performance evaluation, the company shall repurchase and cancel them at the grant price and cannot be deferred to the next year.
In conclusion, after careful review, all our independent directors agree 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
