The 9th board of directors
Opinions of independent directors on matters related to the second interim meeting
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 guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and other laws and regulations, normative documents, the articles of association and other relevant provisions of the CSRC, we are the independent directors of Jiangxi Wannianqing Cement Co.Ltd(000789) (hereinafter referred to as the “company”), After carefully reviewing the relevant meeting materials of the second interim meeting of the ninth board of directors of the company and the full discussion and analysis of all independent directors, based on the principles of independence, objectivity and impartiality and independent judgment, the following opinions are expressed on the relevant proposals:
1、 Independent opinions on the company’s application for comprehensive credit and guarantee from the bank in 2022.
According to the needs of production and operation work plan and cash flow in 2022, the company (including holding subsidiaries) plans to apply for comprehensive credit (including debt financing methods such as bank loans and bank exposures) and guarantee from financial institutions in 2022, totaling 5512 million yuan.
It is understood that the guarantee provided between the company and its subsidiaries and between subsidiaries is to meet the normal capital turnover needs of the company’s production and operation. When providing guarantee for non wholly-owned subsidiaries, other shareholders can provide equivalent guarantee according to the proportion of equity. If they fail to provide equivalent guarantee, the guaranteed party shall provide counter guarantee. The guarantee risk is controllable and will not damage the interests of the company and shareholders.
We agree that the company applies to financial institutions for comprehensive credit (including bank loans, bank exposures and other debt financing methods) and guarantees totaling 5512 million yuan.
2、 Independent opinions on the company’s 2022 stock option incentive plan (Draft) and its abstract 1. The formulation, content and deliberation process of the company’s 2022 stock option incentive plan (Draft) and its abstract (hereinafter referred to as the “incentive plan”) comply with the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “administrative measures”) and other relevant laws Regulations, rules and normative documents; The incentive plan does not violate the provisions of relevant laws, regulations and normative documents, and does not infringe the interests of the company and all shareholders;
2. The company is not prohibited to implement the equity incentive plan as stipulated in laws, regulations and normative documents, and the company has the subject qualification to implement the equity incentive plan;
3. The granting objects of the company’s incentive plan meet the conditions for becoming incentive objects specified by law and the scope of incentive objects specified in the company’s incentive plan, and their subject qualification as incentive objects of the company’s incentive plan is legal and effective;
4. The content of the company’s incentive plan complies with the provisions of 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 administrative measures and other relevant laws, regulations and normative documents; The grant arrangement and exercise arrangement of stock options for each incentive object (including grant amount, authorization date, exercise price, waiting period, exercise period, exercise conditions and other matters) do not violate the provisions of relevant laws, regulations and normative documents, and do not infringe 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 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;
Therefore, we agree that the company will implement the stock option incentive plan and submit the proposal on the stock option incentive plan (Draft) in 2022 and its summary to the general meeting of shareholders for deliberation.
3、 Independent opinions on the management measures for the implementation and assessment of 2022 stock option incentive plan of the company the establishment of assessment indicators of the company’s stock options complies with the basic provisions of laws, regulations and the articles of association. The company’s stock option assessment indicators are divided into two levels: company level performance assessment and individual level performance assessment.
The company selects the growth rate of operating income, return on net assets and cash dividend ratio according to the policies and industry characteristics. The growth rate of operating revenue is used to directly evaluate the growth potential and development ability of an enterprise, and can effectively reflect the sustainable growth ability and market share of the company. The rate of return on net assets reflects the income level of shareholders’ equity and is used to measure the efficiency of the company in using its own capital. The proportion of cash dividends reflects that the enterprise’s profit level remains stable and has a good profit return.
The exercise assessment year of the stock options granted by the incentive plan is three fiscal years from 2023 to 2025, one assessment in each fiscal year, and the performance assessment objectives of each year are shown in the table below:
Performance assessment objectives during the exercise period
(1) Based on the operating income in 2021, the growth rate of operating income in 2023 shall not be less than 20% in the first exercise period;
(2) The return on net assets in 2023 shall not be lower than the 75th percentile level of the same industry;
(3) The proportion of cash dividends in 2023 shall not be lower than that of Listed Companies in the consolidated statements of the year
30% of the net profit of shareholders.
(1) Based on the operating income in 2021, the growth rate of operating income in 2024 shall not be less than 32%;
The second exercise period (2) the return on net assets in 2024 shall not be lower than the 75th percentile level of the same industry;
(3) The proportion of cash dividends in 2024 shall not be less than 30% of the net profit attributable to the common shareholders of the listed company in the consolidated statements of the current year.
(1) Based on the operating income in 2021, the growth rate of operating income in 2025 shall not be less than 45%;
The third exercise period (2) the return on net assets in 2025 is among the top three in the same industry;
(3) The proportion of cash dividends in 2025 shall not be less than 30% of the net profit attributable to the common shareholders of the listed company in the consolidated statements of the current year.
Note: ① the above “operating income” includes main business income and other business income, and the amount is subject to the operating income in the consolidated income statement of the audited annual report.
② The above “return on net assets” refers to the weighted average return on net assets without calculating share based payment expenses.
③ According to the industry classification results of Shenyin Wanguo, all A-share listed companies under the category of “cement” under the category of “building materials” in the same industry are selected.
If there is a significant change in the business structure of the same industry sample or a sample extreme value with excessive deviation in performance, Jiangxi Wannianqing Cement Co.Ltd(000789) the board of directors will eliminate or replace the sample during the assessment.
If the company fails to meet the above performance assessment objectives, the stock options of all incentive objects corresponding to the exercisable rights in the assessment year shall not be exercised and shall be cancelled by 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 of feasible right 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. Therefore, we agree to submit the proposal on the management measures for the implementation and assessment of the company’s stock option incentive plan in 2022 to the general meeting of shareholders of the company for deliberation.
Independent director: Guo Yaxiong, Zhou Xuejun, Huang Congyun
Jiangxi Wannianqing Cement Co.Ltd(000789)
independent director
January 25, 2022
