Beijing Spc Environment Protection Tech Co.Ltd(002573)
Independent directors’ comments on relevant matters of the 33rd meeting of the Fifth Board of directors
Independent opinions expressed
In accordance with the rules for independent directors of listed companies, the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “administrative measures”), the stock listing rules of Shenzhen Stock Exchange, the self regulatory guide for listed companies of Shenzhen Stock Exchange No. 1 – business handling (hereinafter referred to as the “business handling guide”) and the articles of association, As an independent director of Beijing Spc Environment Protection Tech Co.Ltd(002573) (hereinafter referred to as “the company”), we hereby express independent opinions on the relevant matters of the 33rd meeting of the Fifth Board of directors as follows:
1、 Independent opinions on the company’s restricted stock incentive plan for 2022 (Draft) and its abstract 1. It is not found that the company is prohibited from implementing the equity incentive plan as stipulated in the management measures and other laws and regulations, and the company is qualified to implement the equity incentive plan.
2. Drafting of Beijing Spc Environment Protection Tech Co.Ltd(002573) 2022 restricted stock incentive plan (Draft) and its abstract The review process complies with relevant laws and regulations such as the company law, the securities law, the administrative measures, the Trial Measures for the implementation of equity incentive by state-owned holding listed companies (domestic), the notice on issues related to the standardization of the implementation of equity incentive system by state-owned holding listed companies, the guidelines for the implementation of equity incentive by central enterprise holding listed companies, and the business handling guidelines Regulations 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 case 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 are no circumstances where laws and regulations stipulate that they are not allowed to participate in the equity incentive of listed companies. The personnel on the list meet the conditions of incentive objects specified in the administrative measures and the scope of incentive objects specified in the Beijing Spc Environment Protection Tech Co.Ltd(002573) 2022 restricted stock incentive plan (Draft), and their subject qualification as incentive objects of the company’s equity incentive plan is legal and effective.
4. The content of this restricted stock incentive plan (Draft) of the company complies with the provisions of relevant laws, regulations and normative documents such as the management measures, business handling guidelines, and the granting arrangement of restricted shares to each incentive object The lifting of the sales restriction arrangement (including the granting amount, granting date, granting price, sales restriction period, lifting the sales restriction qualification, lifting the sales restriction conditions and other matters) does not violate the provisions of relevant laws, regulations and normative documents, and does not damage 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 related directors have avoided voting in accordance with the company law, securities law, administrative measures, business handling guide and other laws, regulations and normative documents, as well as the relevant provisions of the articles of association, and the non related directors shall consider and vote.
7. The company’s implementation of restricted stock incentive plan is conducive to further improve the corporate governance structure, improve the company’s incentive and restraint mechanism, and improve the company’s sustainable development ability; Make operators and shareholders form a community of interests, improve management efficiency and operators’ enthusiasm, creativity and sense of responsibility.
After verification, the restricted stock incentive plan complies with the provisions of the company law, the securities law and other relevant laws and regulations and the articles of association. When the board of directors of the company considered the matter, the related directors avoided voting. The convening, convening and voting procedures comply with the provisions of relevant laws, regulations and the articles of association, and the decision-making procedures are legal and effective.
In conclusion, the company’s implementation of the restricted stock incentive plan in 2022 is conducive to the sustainable development of the listed company and will not damage the interests of the listed company and all shareholders. We agree that the company will implement the restricted stock incentive plan in 2022. 2、 Independent opinions on the scientificity and rationality of the indicators set in the company’s restricted stock incentive plan in 2022
The evaluation indicators of the incentive plan are divided into company level performance evaluation and individual level performance evaluation.
The company selects the growth rate of operating revenue, return on net assets and compound growth rate of R & D investment as the performance assessment indicators at the company level. The above indicators are the core financial indicators of the company, which respectively reflect the growth ability, profitability and operation quality of the company. The company hopes to evaluate the efforts made by the company in improving the scale of revenue, improving economic benefits, maintaining innovation ability and long-term development potential through the above assessment objectives. The setting of specific assessment objectives fully considers the development status of the industry, the company’s development plan and the company’s historical performance, which is reasonable and forward-looking.
In order to cooperate with the realization of the above strategic development objectives of the company, the company will gradually realize the relatively stable growth of stock business by relying on the current five business divisions of engineering, operation, resource utilization, energy conservation, hazardous waste, water sector and other new businesses, actively explore incremental business coordinated with stock business, and realize the alternating growth of asset scale and enterprise profit.
In addition to the performance assessment objectives at the company level, the company also sets up a strict assessment system for the individual incentive object as the assessment basis for whether the individual incentive object meets the conditions for lifting the sales restriction.
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.
Independent director: Luo Jianhua, Wang Hua, Zhang Min January 23, 2002
