Shanghai Guao Electronic Technology Co.Ltd(300551) independent director
Independent opinions on matters related to the 21st Meeting of the 4th board of directors of the company
In accordance with the relevant provisions of the Listing Rules of Shenzhen Stock Exchange gem shares, the guiding opinions on the establishment of independent director system in listed companies, the articles of association of Shanghai Guao Electronic Technology Co.Ltd(300551) (hereinafter referred to as the "articles of association") and the working rules for Shanghai Guao Electronic Technology Co.Ltd(300551) independent directors, we are the independent directors of Shanghai Guao Electronic Technology Co.Ltd(300551) (hereinafter referred to as "the company" or " Shanghai Guao Electronic Technology Co.Ltd(300551) "), We have carefully reviewed the relevant materials of the 21st Meeting of the 4th board of directors of the company, and based on our independent position and judgment, we express the following independent opinions on the relevant matters involved in this meeting:
1、 Independent opinions on the 2022 restricted stock incentive plan (Draft) and its abstract
The company plans to implement the 2022 restricted stock incentive plan (Draft) (hereinafter referred to as "restricted stock incentive plan"). 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 formulation and review process of the company's restricted stock incentive plan and its summary comply with the provisions of the administrative measures, the Listing Rules of Shenzhen Stock Exchange gem and other relevant laws, regulations, rules and normative documents.
3. The incentive objects determined by the company's restricted stock incentive plan have the qualifications specified in the company law, securities law, articles of association and other laws, regulations and normative documents; There is no situation that the stock exchange has identified it as an inappropriate candidate within the last 12 months; There is no case that the CSRC and its dispatched offices have identified it as an inappropriate candidate within 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 incentive object conditions specified in the administrative measures and the incentive object scope specified in the company's restricted stock incentive plan. Their subject qualification as the incentive object of the company's restricted stock incentive plan is legal and effective.
4. The contents of the company's restricted stock incentive plan 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, waiting period, vesting period, vesting conditions, vesting date and other matters) of restricted shares of each incentive object 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. When the board of Directors voted on the relevant proposals of the restricted stock incentive plan, the related directors have avoided voting. 7. 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 business 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.
To sum up, we unanimously agree that the company will implement this restricted stock 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 this restricted stock incentive plan
The establishment of assessment indicators of the company's restricted stock incentive plan complies with the basic provisions of laws and regulations and the articles of association. The appraisal indicators of the company's restricted stock incentive plan are divided into two levels: company level performance appraisal and individual level performance appraisal.
The company level performance index is the operating income index, which is an important symbol to measure the operation status and market share of the enterprise and predict the future business development trend of the enterprise. The determination of the specific value 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 scientific and reasonable.
In addition to the performance appraisal at the company level, the company has also set up a strict performance appraisal system for individuals, which can make a more accurate and comprehensive comprehensive evaluation on the work performance of incentive objects. The company will determine whether the individual incentive object meets the conditions of ownership 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 assessment indicators are set with full consideration of the company's historical performance, business environment, future development plan and other factors. The assessment indicators are set reasonably. For the incentive object, the performance goal is clear, which is conducive to fully mobilize the initiative and creativity of the core backbone of the company; For the company, it also helps to increase the company's attraction to talents in the industry, play a positive role in promoting the construction of the company's core team, ensure the realization of the company's future development strategy and business objectives, and bring more efficient and lasting returns to shareholders.
3、 Independent opinions on extending the validity period of the company's resolution on issuing shares to specific objects and listing on the gem after reviewing the proposal on extending the validity period of the company's resolution on issuing shares to specific objects and listing on the gem, we believe that this extension of the validity period of the company's resolution on issuing shares to specific objects, It is mainly to ensure the smooth progress of matters related to the company's issuance of shares to specific objects, comply with the provisions of relevant laws and regulations, and do not damage the interests of the company and other shareholders. Therefore, we agree to extend the validity period of the company's resolution on issuing shares to specific objects and listing on the gem, and agree to submit the above proposal to the general meeting of shareholders of the company for deliberation.
4、 Independent opinions on extending the validity period of the general meeting of shareholders authorizing the board of directors to handle matters related to the company's issuance of shares to specific objects and listing on the gem
After reviewing the proposal on extending the validity period of the general meeting of shareholders authorizing the board of directors to handle matters related to the company's issuance of shares to specific objects and listing on the gem, we believe that this extension of the validity period of the general meeting of shareholders authorizing the board of directors to handle matters related to the company's issuance of shares to specific objects, It is mainly to ensure the smooth progress of matters related to the company's issuance of shares to specific objects, comply with the provisions of relevant laws and regulations, and do not damage the interests of the company and other shareholders. Therefore, we agree to extend the validity period of the board of directors authorized by the general meeting of shareholders of the company to handle matters related to the company's issuance of shares to specific objects and listing on the gem, and agree to submit the above proposal to the general meeting of shareholders of the company for deliberation.
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(there is no text on this page, which is the signature page of Shanghai Guao Electronic Technology Co.Ltd(300551) independent director's opinions on matters related to the 21st Meeting of the Fourth Board of directors of the company) signature of independent director:
Yao Baojing, Chen Zhenting, Wang Shibing
specific date
