Shanxi Meijin Energy Co.Ltd(000723) independent director
Independent opinions on the company's restricted stock incentive plan in 2022
According to 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 measures for the administration of equity incentive of listed companies (hereinafter referred to as the "measures for the administration of equity incentive") issued by the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") and other laws As an independent director of Shanxi Meijin Energy Co.Ltd(000723) (hereinafter referred to as the "company") in accordance with the relevant provisions of administrative regulations, rules and normative documents and the articles of association of Shanxi Meijin Energy Co.Ltd(000723) (hereinafter referred to as the "articles of association"), Express the following independent opinions on the Shanxi Meijin Energy Co.Ltd(000723) 2022 restricted stock incentive plan (Draft) (hereinafter referred to as "restricted stock incentive plan (Draft)") to be implemented by the company:
1、 Independent opinions on the proposal on and its summary
1. The company is not prohibited from implementing the equity incentive plan as stipulated in the measures for the administration of equity incentive and other laws, administrative regulations, rules and normative documents. The company is qualified to implement the equity incentive plan. 2. The incentive objects determined by the company's restricted stock incentive plan are directors (excluding independent directors), senior managers, middle-level managers, core technicians, backbone business personnel and personnel in key positions of the company or its holding subsidiaries. The incentive objects meet the requirements of the company law of the people's Republic of China, the articles of association and other laws Qualifications specified in laws, regulations and normative documents; The personnel identified in the list of incentive objects of the company's incentive plan do not have the following circumstances:
(I) being identified as inappropriate by the stock exchange within the last 12 months;
(II) being identified as an inappropriate candidate by the CSRC and its dispatched offices within the last 12 months;
(III) 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;
(IV) those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law; (V) those who are not allowed to participate in the equity incentive of listed companies according to laws and regulations;
(VI) other circumstances recognized by the CSRC.
All the listed personnel meet the conditions of incentive objects specified in the measures for the administration of equity incentive and the scope of incentive objects specified in the company's restricted stock incentive plan (Draft), and their subject qualification as incentive objects of the company's restricted stock incentive plan is legal and effective.
3. The contents of the company's restricted stock incentive plan (Draft) comply with the provisions of the company law, securities law, measures for the administration of equity incentive and other relevant laws, regulations and normative documents; The granting and unlocking arrangements for restricted shares of each incentive object (including granting amount, granting date, granting price, locking period, unlocking period, unlocking conditions, etc.) do not violate the provisions of relevant laws and regulations, 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. Among the 9 directors on the board of directors of the company, 3 affiliated directors have avoided voting in accordance with the relevant provisions of laws, regulations and normative documents such as the company law, the securities law, the articles of association and the measures for the administration of equity incentive, and the non affiliated directors have voted.
6. The company's implementation of equity 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.
We believe that 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.
In conclusion, we unanimously agree to submit the proposals related to the restricted stock incentive plan to the board of directors of the company for deliberation.
2、 Independent opinions on the scientificity and rationality of the indicators set in the company's restricted stock incentive plan in 2022
The appraisal indicators of the company's restricted stock incentive plan in 2022 are divided into two levels: company level performance appraisal and individual level performance appraisal.
The company level performance assessment selects the net profit growth rate as the assessment index, which can reflect the profitability and growth of the enterprise and establish a better capital market image; After reasonable prediction and considering the incentive effect of the incentive plan. The company has set the three-year average net profit from 2019 to 2021 as the base for this restricted stock incentive plan, and the net profit growth rate of the company from 2022 to 2023 shall not be less than 5% and 10% respectively. Among them, the net profit assessment indicators are based on the audited net profit attributable to the shareholders of the listed company, excluding the impact of the implementation of the incentive plan and the subject matter of major asset restructuring in the future.
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 of 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 previous year.
In conclusion, after careful review, all our independent directors agree that the assessment system of the company's restricted stock incentive plan in 2022 is comprehensive, comprehensive and operable, the setting of assessment indicators is scientific and reasonable, and has a binding effect on the incentive objects, which can achieve the assessment purpose of the company's restricted stock incentive plan in 2022.
Independent director: Li Yumin, Wang Baoying, Xin maoxun
January 21, 2022
