Zhejiang Tiantie Industry Co.Ltd(300587)
Independent opinions of independent directors on matters related to the 13th meeting of the 4th board of directors in accordance with the guiding opinions on the establishment of independent director system in listed companies, the working system of independent directors of the company and the articles of association of the CSRC, we are Zhejiang Tiantie Industry Co.Ltd(300587) independent directors, Express the following independent opinions on relevant matters of the 13th meeting of the Fourth Board of directors: I. independent opinions on the company’s restricted stock incentive plan (Draft) in 2022
1. The formulation and review process of the company’s restricted stock incentive plan (Draft) in 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. All the incentive objects determined in the incentive plan of the company have the subject qualification specified in the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and other laws and regulations and the articles of association, and there are no following circumstances:
(1) Being identified as inappropriate 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 of the people’s Republic of China, the administrative measures and other relevant laws and regulations; The grant and release of restricted shares to each incentive object (including grant quantity, grant price, grant conditions and procedures, sale restriction period, release of sale restriction period, release of sale restriction conditions and procedures, etc.) did not violate the provisions of relevant laws and regulations, 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. The implementation of equity incentive plan by the company is conducive to further improving the corporate governance structure of the company, promoting the establishment and improvement of incentive and restraint mechanism, attracting and retaining professional management talents and core technology (business) backbone, fully mobilizing their enthusiasm and creativity, effectively improving the cohesion of core team and core competitiveness of the enterprise, and effectively bringing shareholders’ interests The interests of the company and employees are combined.
To sum up, the company’s restricted stock incentive plan is conducive to the sustainable development of the company and the formation of a long-term incentive mechanism for core talents, without damaging the interests of the company and all shareholders, especially minority shareholders. The incentive objects granted by the company’s restricted stock incentive plan meet the conditions for becoming restricted stock incentive objects specified in laws, regulations and normative documents. We unanimously agree that the company will implement this equity incentive plan.
2、 Independent opinions on the scientificity and rationality of the indicators set in the restricted stock incentive plan. The indicators of the company’s restricted stock incentive plan are divided into two levels: company level performance appraisal and individual level performance appraisal.
The performance assessment indicators at the company level are the growth rate of operating revenue or the growth rate of net profit. Operating income is an important indicator to measure the company’s operating status and market share, predict the business expansion trend, and also an effective indicator to reflect the company’s growth; Net profit truly reflects the profitability of the company and represents the operating results of the company. At present, the company continues to focus on the R & D, production and sales of track engineering rubber products. At the same time, it also continues to develop new products and new markets through independent R & D and continuous innovation. On the basis of comprehensive consideration of current development strategy, macro environmental risks, industry development, market competition and other relevant factors, after reasonable prediction and taking into account the incentive purpose of the plan, the company has set the performance in 2021 as the base, and the growth rate of business income or net profit in 2022-2024 shall not be less than 50%, 125% and 125% respectively 237.5% of the company level performance assessment objectives. This goal is challenging to a certain extent, which is conducive to mobilizing the enthusiasm and creativity of the company’s core team, ensuring the realization of the company’s future development strategy and business objectives, so as to bring more returns to shareholders.
In addition to the performance appraisal at the company level, the company also sets relatively strict performance appraisal indicators 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 for lifting the sales restriction according to the performance evaluation results of the incentive object in the evaluation year. To sum up, the setting of performance assessment indicators of the company’s incentive plan fully considers the company’s business environment and future development planning and other factors, has good scientificity and rationality, the assessment system is comprehensive, comprehensive and operable, has incentive and restraint effects on Incentive objects, helps to enhance the sense of responsibility of the core team and fully mobilize their enthusiasm, So as to enhance the company’s competitiveness and create more efficient and lasting value returns for shareholders, which can achieve the purpose of this incentive plan.
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(there is no text on this page, which is the signature page of Zhejiang Tiantie Industry Co.Ltd(300587) independent directors’ independent opinions on matters related to the 13th meeting of the Fourth Board of directors) signature of independent directors:
Lu Xiaowen, Kong Jin, Zhang Liguo
specific date
