Changying Xinzhi Technology Co.Ltd(002664) independent opinions of independent directors
Changying Xinzhi Technology Co.Ltd(002664) independent director
On relevant matters of the 17th meeting of the Fourth Board of directors of the company
separate opinion
In accordance with the guiding opinions on the establishment of independent director system in listed companies, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, the working system of independent directors, the articles of association and other relevant rules and regulations of China Securities Regulatory Commission (hereinafter referred to as “CSRC”), we are the independent directors of Changying Xinzhi Technology Co.Ltd(002664) (hereinafter referred to as “the company”), Carefully reviewed the relevant matters of the 17th meeting of the Fourth Board of directors of the company, and based on the position of personal independent judgment, made independent opinions as follows:
1、 Independent opinions on the company’s 2022 stock option incentive plan (Draft) and its summary
1. The drafting and deliberation process of Changying Xinzhi Technology Co.Ltd(002664) 2022 stock option incentive plan (Draft) (hereinafter referred to as “incentive plan (Draft)”) and its summary comply with the provisions of relevant laws, regulations and normative documents such as the administrative measures for equity incentive of listed companies (hereinafter referred to as “administrative measures”) and the listing rules.
2. The company is not prohibited from implementing the equity incentive plan as stipulated in the administrative measures and other laws and regulations, and the company has the subject qualification to implement the equity incentive plan.
3. The contents of the incentive plan (Draft) comply with the provisions of the company law, securities law, administrative measures and other relevant laws, regulations and normative documents; The grant amount, grant date, grant price, waiting period, exercise conditions and other matters of stock options for each incentive object do not violate the provisions of relevant laws and regulations, do not damage the interests of the company and all shareholders, and are conducive to the sustainable development of the company.
4. The incentive objects determined by the company’s equity incentive plan are the directors, middle and senior managers, core technology (business) backbone of the company (including consolidated statement subsidiaries) (excluding independent directors, supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the company’s shares and their spouses, parents and children).
The incentive object is not identified as an inappropriate candidate by the stock exchange in the last 12 months; There is no situation in which the CSRC and its dispatched offices have identified them as inappropriate candidates in the last 12 months; There is no administrative punishment or market ban imposed by the CSRC and its dispatched offices for major violations of laws and regulations in the last 12 months
Changying Xinzhi Technology Co.Ltd(002664) independent opinions of independent directors
The situation of the measures; 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 situation in which insider trading occurs due to the trading of the company’s shares (except for the situation that does not belong to insider trading according to laws, administrative regulations and relevant judicial interpretations) or the disclosure of insider information; There is no situation that the company is not allowed to participate in the equity incentive of listed companies according to laws and regulations; It meets the conditions of incentive objects specified in the management measures and the scope of incentive objects specified in the incentive plan (Draft), and its subject qualification as the incentive object of the company’s equity incentive plan is legal and effective.
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 can improve the incentive and restraint mechanism of the company and improve the sustainable development ability of the company; It can enhance the sense of responsibility and mission of the company’s management team, technical core and technical business backbone to realize the sustainable and healthy development of the company, which is conducive to the sustainable development of the company. The equity incentive plan of the company does not damage the interests of the company and all shareholders, especially small and medium-sized shareholders.
7. Related directors have avoided voting on relevant proposals in accordance with relevant regulations, which shall be deliberated and voted by non related directors. To sum up, we believe that the contents of the incentive plan (Draft) and its summary comply with the provisions of relevant laws, regulations and normative documents such as the company law, the securities law and the administrative measures, perform relevant legal procedures, are conducive to the sustainable development of the company, and do not harm the interests of the company and all shareholders, And agreed to submit the above proposal to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
2、 Independent opinions on the assessment indicators of the company’s 2022 stock option incentive plan
The evaluation indicators of the incentive plan are divided into two levels: company level performance evaluation and individual level performance evaluation.
The company level performance index is the net profit growth rate, which is the final embodiment of the company’s profitability and enterprise growth, can establish a better image of the capital market, and is in line with the interests of shareholders and investors. The determination of specific values comprehensively considers the macroeconomic environment, industry development, market competition and the company’s future development plan and other relevant factors, comprehensively considers the realization possibility and incentive effect on the company’s employees, and the index setting is reasonable and scientific.
Changying Xinzhi Technology Co.Ltd(002664) independent opinions of independent directors
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 exercise conditions according to the performance evaluation results of the incentive object in the previous year.
To sum up, the setting of assessment indicators of the company’s incentive plan fully considers the current complex and changeable macroeconomic situation and market environment. Combined with the company’s short-term development tasks and long-term strategic planning, the assessment system is comprehensive, comprehensive and operable, the assessment indicators are scientific and reasonable, and have a restrictive effect on the incentive objects, Be able to achieve the assessment purpose of this incentive plan; It is conducive to ensuring the realization of the company’s future business objectives and strategies, promoting the improvement of competitiveness and bringing more efficient and lasting returns to shareholders. We agree to submit the above proposal to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
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Changying Xinzhi Technology Co.Ltd(002664) independent opinions of independent directors
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independent director:
Wang Hongyang, Zhang Yong, Zhou Yuejiang
January 24, 2022
