Yunnan Energy New Material Co.Ltd(002812)
Independent opinions of independent directors on relevant matters of the 41st meeting of the Fourth Board of directors of the company
In accordance with the rules for independent directors of listed companies, the standards for corporate governance of listed companies, the Listing Rules of Shenzhen Stock Exchange (hereinafter referred to as the “Listing Rules”) and the Yunnan Energy New Material Co.Ltd(002812) articles of Association (hereinafter referred to as the “articles of association”) of the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) As an independent director of Yunnan Energy New Material Co.Ltd(002812) (hereinafter referred to as “the company”), we have carefully read the relevant materials provided to us by the board of directors of the company and, based on an objective and independent position, expressed the following independent opinions on the relevant proposals considered at the 41st meeting of the fourth board of directors of the company:
1、 Independent opinions on daily related party transactions in 2022
The related party transactions of the company in 2021 comply with the provisions of relevant laws, regulations and the articles of association. The related party transactions are fair, the pricing refers to the market price, and its decision-making procedures are legal and effective. There is no damage to the interests of the company’s shareholders, especially small and medium-sized shareholders, and will not have an adverse impact on the normal operation and business development of the company.
The management of the company has predicted the daily related party transactions in 2022. The pricing is fair. The development of related businesses meets the needs of the company’s daily operation and business development, which is conducive to the growth of the company’s business and the long-term development of the company. The review procedure of related party transactions complies with the provisions of relevant laws, regulations and normative documents and the relevant provisions of the articles of association and the related party transaction system. When voting on the above related party transactions, the relevant related directors avoid voting according to the provisions. The decision-making procedure of related party transactions is legal and effective, and does not harm the interests of the company’s shareholders, especially the minority shareholders. We agree to submit the proposal to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation.
2、 Independent opinions on termination of share repurchase of the company
The termination of the repurchase of the company is based on the good performance of the secondary market of the company’s shares, and the share price continues to be higher than the upper limit of the repurchase price, which has been unable to meet the repurchase conditions. At the same time, due to the company’s plan to implement the equity incentive plan, the company decided to terminate the repurchase of the company’s shares after careful consideration. The actual number of shares repurchased by the company has exceeded the lower limit of the repurchase plan, which is in line with the provisions of the company law of the people’s Republic of China, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 9 – repurchase of shares and other relevant laws, regulations, normative documents and the articles of association. The share repurchase termination plan is in line with the actual situation of the company, the deliberation and voting procedures of the board of directors are legal and compliant, and will not have an adverse impact on the operation, financial status and of the company; It will not adversely affect the interests of the company’s shareholders, especially the minority shareholders. In conclusion, we agree that the company will terminate the share repurchase plan.
3、 Independent opinions on the company’s 2022 stock option and restricted stock incentive plan (Draft) and its abstract
1. The formulation and deliberation procedures of the company’s 2022 stock option and restricted stock incentive plan (Draft) and its abstract comply with the administrative measures for equity incentive of listed companies (hereinafter referred to as the “administrative measures”) The provisions of relevant laws and regulations such as the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – business handling (hereinafter referred to as the “guidelines for business handling”) do not involve the avoidance of voting by affiliated directors.
2. The company is not prohibited to implement the equity incentive plan by laws and regulations such as the management measures and business handling guidelines. The company has the subject qualification to implement the equity incentive plan.
3. The incentive objects determined in the incentive plan of the company have the qualifications specified in the company law of the people’s Republic of China, the securities law of the people’s Republic of China and other laws and regulations and the articles of association, and also meet the actual needs of the company’s business development; At the same time, all incentive objects are not prohibited from being granted stock options / restricted shares as stipulated in the management measures, business handling guidelines and other laws and regulations, and the subject qualification of incentive objects is legal and effective.
4. The contents of the incentive plan comply with the provisions of the administrative measures, business handling guidelines and other laws and regulations. The granting arrangement, waiting / restricted sale arrangement, exercise / lifting of restricted sale arrangement and other matters of stock options / restricted shares of each incentive object do not violate the provisions of relevant laws and regulations, and do not infringe the interests of the company and all shareholders.
5. This equity incentive plan of the company adopts the method of independent pricing to determine the grant price. The independent pricing method comprehensively considers the salary of each incentive object, matches the overall income level of each incentive object, and ensures the effectiveness of the incentive, so as to ensure the stability of the core talents of the enterprise. The incentive plan is attached with performance evaluation conditions, and the combination of incentive and restraint promotes the steady development of business, which is conducive to enhancing investor confidence and safeguarding the interests of investors. The pricing method complies with the relevant provisions of the administrative measures and the business handling guide.
6. The company has no plans or arrangements to provide loans, loan guarantees or any other financial assistance to the incentive objects.
7. The company’s implementation of this incentive plan is conducive to further improve the corporate governance structure, improve the company’s incentive mechanism, enhance the sense of responsibility and mission of the company’s management team and core backbone personnel to achieve the company’s medium and long-term strategic development goals, is conducive to the sustainable and healthy development of the company, and will not damage the interests of the company and all shareholders. In conclusion, we believe that the company’s restricted stock incentive plan is conducive to the sustainable development of listed companies, and there is no obvious damage to the interests of listed companies and all shareholders. We agree to submit the proposal to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation.
4、 Independent opinions on the management measures for the implementation and assessment of the 2022 stock option and restricted stock incentive plan of the company
The company’s performance indicators set this time are formulated by the company in combination with the current situation, future strategic planning and the development of the industry. They are highly challenging and coexist with pressure and motivation, which not only helps to improve the company’s competitiveness, but also helps to mobilize the enthusiasm and creativity of the company’s core employees and ensure 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 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 exercising rights / lifting sales restrictions 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 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.
The company’s management measures for the implementation and assessment of 2022 stock option and restricted stock incentive plan is in line with the company’s development strategy and can promote the company to achieve its business objectives. We agree to submit the proposal to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation.
Independent director: Lu Jiankai, Tang Changjiang, Zheng Haiying
January 24, 2022
