Qiaoyin City Management Co.Ltd(002973) independent director
Independent opinions on matters related to the 40th meeting of the second board of directors
In accordance with the company law, the articles of association, the working system of independent directors and other relevant provisions, as independent directors of Qiaoyin City Management Co.Ltd(002973) (hereinafter referred to as "the company"), after carefully reading the relevant meeting materials and having a detailed understanding of the relevant situation, based on the position of independent judgment, Independent opinions on relevant matters of the 40th meeting of the second board of directors are as follows:
1、 Independent opinions on the proposal to hire an audit institution in 2021
After audit, we believe that Guangdong Sinong Certified Public Accountants (special general partnership) has the qualification for securities and futures related business, has many years of experience and ability to provide audit services for listed companies, and can provide real and fair audit services for the company. The re employment of the accounting firm will not violate the provisions of relevant laws and regulations, will not affect the audit quality of the company's financial statements, and will not damage the interests of the company and all shareholders.
Therefore, we agree to appoint Guangdong Si Nong Certified Public Accountants (special general partnership) as the audit institution of the company in 2021.
2、 Independent opinions on the proposal of 2022 stock option incentive plan (Draft) and abstract (I) the company does not have the situation that the implementation of equity incentive plan is prohibited by laws and regulations such as the measures for the administration of equity incentive of listed companies, and the company has the subject qualification to implement equity incentive plan.
(II) the incentive objects determined in the incentive plan meet the incentive object conditions specified in the measures for the administration of equity incentive of listed companies, meet the scope of incentive objects specified in the company's 2022 stock option incentive plan (Draft) and abstract, and the subject qualification is legal and effective.
(III) the formulation and contents of this incentive plan comply with the provisions of the company law, the securities law, the measures for the administration of equity incentive of listed companies and other relevant laws, regulations and normative documents.
(IV) the company has no plans or arrangements to provide loans, loan guarantees or any other financial assistance to incentive objects.
(V) the company's implementation of equity incentive plan is conducive to improving the company's incentive mechanism and enhancing the company's management team and business backbone's sense of responsibility and mission for realizing the sustainable and healthy development of the company.
To sum up, we believe that the implementation of the equity incentive plan by the company is conducive to the sustainable development of the company and the formation of a long-term incentive mechanism for core talents, without damaging the interests of the company and all shareholders; The incentive objects to be granted in the incentive plan meet the conditions of incentive objects specified in relevant laws, regulations and normative documents. Therefore, we agree to submit the proposal on and summary to the general meeting of shareholders of the company for deliberation.
3、 Independent opinions on the proposal of the measures for the administration of the assessment of 2022 stock option incentive plan
In order to achieve the implementation purpose of this incentive plan, the company has formulated corresponding assessment management measures. Among them, the assessment requirements include company level performance assessment and individual level performance assessment.
The performance evaluation index at the company level is operating income, which can measure the company's business status and market share, effectively reflect the industry competition level of the company, the evaluation objectives set by the company are scientific and reasonable, and fully consider the current business status and future strategic development planning and other comprehensive factors.
In addition to the company level performance appraisal, the company also sets up the individual level performance appraisal, which can make a more accurate and comprehensive evaluation of the work performance of the incentive object. During each exercise period, the company will determine whether the incentive objects meet the exercise conditions of stock options and the actual number of stock options that can be exercised according to the performance evaluation results of the incentive objects.
To sum up, we believe that the assessment system of the incentive plan is comprehensive, comprehensive and operable, and the assessment indicators are set scientifically and reasonably, which can play a good incentive and restraint effect on the incentive objects. Therefore, we agree to submit the proposal on the management measures for the assessment of stock option incentive plan in 2022 to the general meeting of shareholders of the company for deliberation.
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(this page is the signature page of Qiaoyin City Management Co.Ltd(002973) independent directors' independent opinions on matters related to the 40th meeting of the second board of directors) independent directors:
Li Jianhui, Li Shiyu, Yu Xiangyang
January 24, 2022
