Talkweb Information System Co.Ltd(002261)
Independent opinions of independent directors on matters related to the second meeting of the eighth board of directors
In accordance with the rules for independent directors of listed companies, the 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 and other laws, regulations and normative documents, as well as the relevant provisions of the articles of association, we are independent directors of Talkweb Information System Co.Ltd(002261) (hereinafter referred to as the “company”), Independent opinions on the stock option and restricted stock incentive plan (Draft) of Talkweb Information System Co.Ltd(002261) 2022 and its abstract deliberated at the second meeting of the eighth board of directors are as follows: I. independent opinions on the stock option and restricted stock incentive plan (Draft) of 2022 and its abstract
1. The drafting and deliberation process of Talkweb Information System Co.Ltd(002261) 2022 stock option and restricted stock incentive plan (Draft) (hereinafter referred to as “the incentive plan”) and its abstract comply with the provisions of relevant laws, regulations and normative documents such as the administrative measures for equity incentive of listed companies (hereinafter referred to as “the 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 determined in the incentive plan for the first time comply 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”) and other laws and regulations, as well as the provisions on job qualifications in the articles of association, the conditions of incentive objects specified in the administrative measures, and the scope of incentive objects specified in the incentive plan, The subject qualification as the incentive object of the incentive plan is legal and effective.
4. The content of the incentive plan complies with the provisions of relevant laws, regulations and normative documents such as the company law, the securities law and the management measures. The implementation of the equity incentive plan by the company is legal and compliant, and there is no situation that damages the interests of the company or shareholders.
5. The company has no plans or arrangements to provide loans, loan guarantees or any other financial assistance to the incentive objects to obtain relevant rights and interests under the equity incentive plan. The implementation of equity incentive plan can further improve the corporate governance structure of the company, promote the company to establish and improve the distribution mechanism combining incentive and restraint, fully mobilize the work enthusiasm of managers and employees, and promote the steady and rapid improvement of the company’s business performance, which is conducive to the sustainable development of the company.
6. According to the relevant laws, regulations and normative documents such as the company law, the securities law and the management measures, as well as the relevant provisions of the articles of association, when the board of directors of the company deliberates the proposal, the related directors shall withdraw from voting, and the voting procedure of the board of directors on this incentive plan is legal and effective.
To sum up, we unanimously agree to the Talkweb Information System Co.Ltd(002261) 2022 stock option and restricted stock incentive plan (Draft) and its summary, and agree to submit relevant matters to the general meeting of shareholders for deliberation. 2、 Independent opinions on the scientificity and rationality of the indicators set in the company’s 2022 stock option and restricted stock incentive plan
The assessment indicators of the company’s equity incentive plan are divided into three levels: performance assessment at the company level, performance assessment at the sector / subsidiary / business unit level and individual level.
The performance evaluation index at the company level is the growth rate of operating revenue. The growth rate of operating revenue is the final embodiment of the enterprise’s operation, profitability and growth, and is the core financial index of the enterprise. Operating income index is an important index to measure the operating efficiency of enterprises, which can establish a better image of the capital market. On the basis of comprehensively considering the macroeconomic environment, historical performance, industry development, market competition and the company’s future development plan and other relevant factors, after reasonable prediction and taking into account the incentive role of the plan, the company has set a certain scientific and reasonable assessment index for the plan, which is conducive to fully stimulate and mobilize the work enthusiasm and enthusiasm of the incentive objects and promote the realization of the company’s strategic objectives.
In addition to the performance appraisal at the company level, the company has also set up a strict performance appraisal system for sectors / subsidiaries / business units and individuals, which can make a more accurate and comprehensive comprehensive evaluation of the work performance of incentive objects. The company will determine whether the individual incentive object meets the conditions for exercising rights / lifting sales restrictions according to the performance evaluation results of the incentive object in the previous year.
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.
Independent director (signature): Qin Zheng, Cao Yue, Wen Ying, May 23, 2002
