Bece Legend Group Co.Ltd(000803)
Report of independent directors on the 47th meeting of the 10th board of directors
Independent opinions on relevant matters
As an independent director of Bece Legend Group Co.Ltd(000803) (hereinafter referred to as the “company”) in accordance with the guiding opinions on the establishment of independent director system in listed companies, the stock listing rules of Shenzhen Stock Exchange, the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “measures”) and the articles of association of Bece Legend Group Co.Ltd(000803) (hereinafter referred to as the “articles of association”) and other relevant provisions, Based on our independent judgment, we express the following opinions on the relevant matters considered at the 47th meeting of the 10th board of directors of the company:
1、 Independent opinions on the second phase of restricted stock incentive plan (Draft) and its abstract 1. The company does not have the situation that the implementation of equity incentive plan is prohibited by laws, regulations and normative documents such as the management measures, and the company has the subject qualification to implement equity incentive plan.
2. The formulation, contents and deliberation procedures of the equity incentive plan comply with the provisions of the administrative measures and other relevant laws, regulations and normative documents; The granting and lifting of restrictions on the sale of restricted shares to each incentive object (including the granting amount, granting date, granting price, restriction period, lifting of restriction period, lifting of restriction conditions and other matters) did not violate the provisions of relevant laws and regulations, and did not infringe the interests of the company and all shareholders.
3. The incentive objects of the equity incentive plan comply with the provisions of the administrative measures and other laws, regulations and normative documents on job qualifications; At the same time, the incentive object is not prohibited from becoming the incentive object as stipulated in the management measures, and the subject qualification of the incentive object is legal and effective.
4. The company has no plans or arrangements to provide loans, loan guarantees and other forms of financial assistance to incentive objects.
5. As the incentive object, the directors have avoided voting on relevant proposals in accordance with the law.
6. The company’s implementation of this incentive plan is conducive to establishing and improving the company’s long-term incentive mechanism, optimizing the salary and assessment system, improving the distribution mechanism combining incentive and restraint, promoting the long-term behavior of decision makers and managers, enhancing the cohesion of the company, forming a benefit community between managers and shareholders, and promoting the sustainable and rapid development of the company, There is no situation that damages the interests of the company and all shareholders.
In conclusion, we agree that the company will implement the second phase of restricted stock incentive plan and submit relevant proposals to the general meeting of shareholders for deliberation.
2、 Independent opinions on the scientificity and rationality of the indicators set in the second phase of the company’s restricted stock incentive plan
The company’s restricted stock assessment indicators are divided into two levels: company level performance assessment and individual level performance assessment.
The company level performance index system is the net profit of the Company attributable to the shareholders of the parent company. The net profit attributable to the shareholders of the parent company reflects the profitability of the company and is a comprehensive index to measure the operating efficiency of the company. Based on the comprehensive consideration of the macroeconomic environment, historical performance, industry development, market competition and the company’s future development plan and other relevant factors, the performance evaluation indicators of the restricted stock incentive plan are set, which are reasonable and scientific. For the incentive object, the performance goal is clear and challenging; For companies, the setting of performance indicators can promote the incentive objects to work hard and improve the performance of listed companies. The index setting not only helps the company improve its competitiveness, but also helps to increase the company’s attraction to talents in the industry, and plays a positive role in promoting the construction of the company’s core team. At the same time, the setting of indicators takes into account the interests of the incentive object, the company and shareholders, and will play a positive role in promoting the future operation and development of the company. 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.
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. Therefore, we unanimously agree on the assessment management measures of the company’s incentive plan and agree to submit it to the general meeting of shareholders for deliberation.
Signature of independent director: Li Heng, Pang min January 24, 2022
