Wuhan Jingce Electronic Group Co.Ltd(300567) independent director
Independent opinions on matters related to the 7th Meeting of the 4th board of directors
As an independent director of Wuhan Jingce Electronic Group Co.Ltd(300567) (hereinafter referred to as “the company”), we have carefully read and reviewed relevant materials, and in accordance with the Listing Rules of GEM stocks of Shenzhen Stock Exchange (hereinafter referred to as “the Listing Rules of GEM stocks”) and the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM (hereinafter referred to as “standardized operation of companies listed on GEM”) The rules for independent directors of listed companies and Wuhan Jingce Electronic Group Co.Ltd(300567) articles of Association (hereinafter referred to as the “articles of association”) and other relevant provisions have carefully considered the relevant proposals of the seventh meeting of the Fourth Board of directors of the company, and expressed the following independent opinions on the following relevant matters of the company based on independent judgment:
1、 Independent opinions on the company’s 2022 restricted stock incentive plan (Draft) and its abstract
After review, we believe that:
1. It is not found that the company is prohibited from implementing the equity incentive plan as stipulated in the administrative measures for equity incentive of listed companies (hereinafter referred to as the “administrative measures”) and other laws, regulations and normative documents, and the company has the subject qualification to implement the equity incentive plan.
2. The incentive objects determined by the company’s equity 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”), the articles of Association and other laws, regulations and normative documents; There is no case that the stock exchange has identified it as an inappropriate candidate within the last 12 months; There is no situation in which the CSRC and its dispatched offices have identified them as inappropriate candidates in the last 12 months; There are no cases in which the CSRC and its dispatched offices have imposed administrative penalties or taken market entry prohibition measures for major violations of laws and regulations in the last 12 months; There are no circumstances under which the company law stipulates that he shall not serve as a director or senior manager of the company; There is no case that the listed company is not allowed to participate in the equity incentive according to laws and regulations. The listed personnel meet the conditions of incentive objects specified in the administrative measures and the scope of incentive objects specified in the company’s restricted stock incentive plan (Draft) in 2022. Their subject qualification as incentive objects of the company’s incentive plan is legal and effective.
3. The contents of the company’s restricted stock incentive plan (Draft) in 2022 comply with the provisions of the company law, securities law, administrative measures and other relevant laws, regulations and normative documents; The granting arrangement and attribution arrangement (including granting amount, granting date, granting conditions, granting price, vesting period, vesting conditions and other matters) of restricted shares of each incentive object do not violate the provisions of relevant laws, regulations and normative documents, and do 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 financial assistance to the incentive objects.
5. The company’s implementation of equity incentive plan is conducive to further improve the corporate governance structure, improve the company’s incentive mechanism, and enhance the sense of responsibility and mission of the company’s management team and key personnel for the sustainable and healthy development of the company, which is conducive to the 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 this equity incentive plan and submit it to the general meeting of shareholders for deliberation. 2、 Independent opinions on the scientificity and rationality of the indicators set in the management measures for the implementation and assessment of the company’s restricted stock incentive plan in 2022
After review, we believe that:
The setting of assessment indicators of the company’s restricted stock incentive plan in 2022 complies with the basic provisions of laws and regulations and the articles of association. The assessment is divided into two levels: company level performance assessment and individual level performance assessment. The company selects net profit as the company level performance indicators. These indicators are the core financial indicators that reflect the final results of the company’s development and can comprehensively reflect the company’s profitability and the growth of market value. After reasonable prediction according to business characteristics and market conditions, the company has set certain challenging performance assessment objectives, which ensures the expected incentive effect on the basis of reflecting the growth of the company. 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 work performance of the incentive objects. The company will determine whether the individual incentive object meets the attribution conditions according to the annual performance appraisal 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 on the implementation and assessment management measures of this incentive plan and submit them to the general meeting of shareholders for deliberation.
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(there is no text on this page, which is the signature page of independent directors’ independent opinions on matters related to the seventh meeting of the Fourth Board of directors) signature of independent directors:
Ji Xiaoqin and Ma Chuangang
Zhang Huide
May 23, 2022
