Ningbo Runhe High-Tech Materials Co.Ltd(300727) independent director
Independent opinions on matters considered at the 22nd Meeting of the second board of directors
According to the guiding opinions on the establishment of independent director system in listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of GEM listed companies, the articles of association, the company's independent director system and other relevant rules and regulations, As an independent director of Ningbo Runhe High-Tech Materials Co.Ltd(300727) (hereinafter referred to as " Ningbo Runhe High-Tech Materials Co.Ltd(300727) " and "the company"), with a highly responsible attitude and on the basis of careful inspection, I express my independent opinions on the relevant matters considered at the 22nd Meeting of the second board of directors held on January 17, 2022, as follows:
1、 Independent opinions on the company's 2022 restricted stock incentive plan (Draft) and its abstract
After verification, we believe that:
1. The formulation and review process of the company's restricted stock incentive plan (Draft) for 2022 (hereinafter referred to as "incentive plan (Draft)") 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 "administrative measures"). When the board of directors of the company deliberates the above proposals, the related directors withdraw from voting.
2. The company is not prohibited to implement the equity incentive plan as stipulated in the management 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 of the company have the subject qualification specified in the company law and other laws and regulations and the articles of association, and there are no following circumstances:
(1) Being identified as an inappropriate candidate by the stock exchange within the last 12 months;
(2) It has been identified as an inappropriate candidate by the CSRC and its dispatched offices within the last 12 months;
(3) Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations within 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 equity incentive of listed companies according to laws and regulations;
(6) Other circumstances recognized by the CSRC.
All the personnel on the incentive list meet the conditions of incentive objects specified in the management measures and the scope of incentive objects specified in the incentive plan (Draft), and their subject qualification as incentive objects of the company's restricted stock incentive plan in 2022 is legal and effective.
4. The contents of the incentive plan (Draft) and its summary comply with the provisions of the company law, the securities law, the administrative measures and other relevant laws and regulations; The granting arrangement and attribution arrangement (including granting amount, granting date, granting conditions, granting price, vesting period, vesting conditions, etc.) of restricted shares to each incentive object comply with the provisions of relevant laws, regulations and normative documents, and there is no situation that damages the legitimate rights and 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 the incentive plan is conducive to establishing and improving the company's incentive and restraint mechanism and the sharing mechanism between employees and owners, attracting and retaining excellent management talents and business backbone, and effectively combining the interests of shareholders, the interests of the company and the personal interests of directors, senior managers, core managers and core backbone personnel of the company and its subsidiaries, Promote all parties to pay common attention to the long-term development of the company and ensure the realization of the company's development strategy and business objectives.
In conclusion, we agree that the company will implement the incentive plan and submit the matter 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 verification, 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 is a national high-tech enterprise engaged in silicone application materials, focusing on the R & D, production, sales and application services of silicone application materials. Relying on the experience and technology accumulated in the silicone subdivision field for many years, the company has established a development model guided by market demand, supported by technological innovation and guaranteed by service ability. In order to achieve the company's future strategic objectives and enhance the company's competitiveness, the incentive plan selects the net profit growth rate as the assessment index at the company level. The net profit growth rate reflects the profitability of the company, is the final embodiment of the growth of the enterprise, and can establish a better capital market image. The determination of specific values comprehensively considers the macroeconomic environment, industry development, market competition and the company's future development plan, as well as the realization possibility and incentive effect on the company's employees. The index setting is reasonable and scientific.
In addition, the company has also set up a strict performance appraisal system for individuals, which can make a more accurate and comprehensive comprehensive evaluation of the work performance of incentive objects. The company will take the performance evaluation results of the incentive object in the previous year as the personal conditions to determine whether the incentive object can belong.
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. We unanimously agree on the management measures for the implementation and assessment of the plan and agree to submit the matter to the general meeting of shareholders of the company for deliberation.
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Signature of independent director:
Zheng Shuguang, Yang Xiaoyong, Duan Jiagang
January 18, 2022
