Beijing Beetech Inc(300667) independent director
Independent opinions on relevant matters of the 11th meeting of the third board of directors
According to the rules for independent directors of listed companies issued by China Securities Regulatory Commission (hereinafter referred to as “CSRC”) and the rules for the listing of shares on the gem of Shenzhen Stock Exchange (revised in December 2020) As independent directors of Beijing Beetech Inc(300667) (hereinafter referred to as the “company”), the relevant provisions of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “measures”) and the Beijing Beetech Inc(300667) articles of Association (hereinafter referred to as the “articles of association”) are based on independent judgment, We express the following independent opinions on the relevant proposals considered at the 11th meeting of the third board of directors of the company:
1、 Independent opinions on the proposal on the company’s 2022 restricted stock incentive plan (Draft) and its summary
1. The company’s 2022 restricted stock incentive plan (Draft) (hereinafter referred to as “incentive plan (Draft)” and “this incentive plan”) and the preparation and review process of its summary comply with the provisions of relevant laws, regulations and normative documents such as the management measures.
2. The company is not qualified to implement the equity incentive plan and other relevant laws and regulations.
3. The incentive objects determined in this incentive plan comply with the provisions of the company law and the articles of association on job qualifications. The incentive objects are the company’s senior management, the management of Beijing Zhuoli Hanguang Instrument Co., Ltd. (hereinafter referred to as “Zhuoli Hanguang”) (including its subsidiaries) and the core technology (business) backbone employees. They have signed labor contracts or employment contracts with Zhuoli Hanguang (including its subsidiaries), including an employee in Taiwan, China, excluding the current independent directors and supervisors of the company, Nor does it include shareholders or actual controllers who individually or jointly hold more than 5% of the company’s shares and their spouses, parents and children, and there are no following circumstances: (1) they have been identified as inappropriate candidates by the stock exchange in 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) Other circumstances recognized by the CSRC. The subject qualification of incentive objects is legal and effective.
4. The contents of the incentive plan (Draft) and its abstract comply with the provisions of the company law, the securities law, the administrative measures and other relevant laws and regulations. The granting and attribution arrangements of restricted shares to each incentive object do not violate the provisions of relevant laws and regulations, 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. The company’s implementation of this incentive plan is conducive to further promote the construction of the company’s diversified team, retain core talents, contribute to the long-term healthy and sustainable development of the company, safeguard the long-term interests of the company’s shareholders and will not damage the interests of the company and all shareholders.
The convening and voting procedures of this incentive plan meeting comply with the provisions of laws and regulations, normative documents and the articles of association, and the resolutions formed at the meeting are legal and effective.
In conclusion, we believe that the implementation of this incentive plan is conducive to the sustainable development of the company, retain core talents, fully mobilize their enthusiasm, effectively improve the cohesion of the core team and the core competitiveness of the enterprise, and ensure the realization of the company’s development strategy and business objectives. There is no situation that damages the interests of the company and all shareholders, especially minority shareholders. All incentive objects meet the conditions for becoming restricted stock incentive objects stipulated in laws, regulations and normative documents. Therefore, we agree that the company will implement this incentive plan and submit it to the first extraordinary general meeting of shareholders in 2022 for deliberation.
2、 Independent opinions on the proposal of the company on the management measures for the implementation and assessment of the restricted stock incentive plan in 2022
After verification, the establishment of the evaluation indicators of the company’s restricted stock incentive plan complies with the basic provisions of laws and regulations and the articles of association. The evaluation indicators of the incentive plan are divided into two levels: the performance evaluation requirements at the company level and the performance evaluation requirements at the individual level.
After the company completed the major capital reorganization in 2019, Zhuo Lihan light became a wholly-owned subsidiary of the company. The company realized the strategic layout in the field of photoelectric sensing and extended the advanced sensing technology from “Mechanics” to “optics”. After the reorganization, through the effective integration in operation management and business coordination, Zhuo Lihan light improved the company’s comprehensive competitiveness and asset scale. At the same time, Zhuo Lihan light also exceeded its performance commitment on schedule.
The company level performance evaluation index of this incentive plan selects “net profit attributable to Zhuo Li Han Guang’s shareholders”, which helps to directly reflect Zhuo Li Han Guang’s profitability and future development potential. The specific indicators comprehensively consider the macro environment, Zhuo Li Han Guang’s historical performance, industry characteristics, market competition and the company’s future development plan and other relevant factors, and have fully communicated with Zhuo Li Han Guang’s management. The indicator setting is reasonable and measurable. For the incentive object, the performance goal is clear, which helps to mobilize the enthusiasm of employees. For the company, it will further consolidate the phased achievements of the company’s layout in the field of photoelectric perception and promote the future development of the company’s photoelectric sector. The setting of performance indicators of the company’s incentive plan takes into account the interests of the incentive object, the company and shareholders, and plays a positive role in promoting the company’s future operation and development.
In addition to the company level performance appraisal, 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 performance evaluation results of the previous year of the ownership of each restricted stock.
To sum up, the assessment system of this 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 this incentive plan. Therefore, we agree to submit this proposal to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
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There is no text on this page, which is the signature page of the independent opinions of Beijing Beetech Inc(300667) independent directors on relevant matters of the 11th meeting of the third board of directors.
independent director:
Wang Xin:
Yu Huabing:
Cui Qilong:
specific date
