Shenzhen Hui Chuang Da Technology Co.Ltd(300909)
Report of independent directors on the 23rd Meeting of the second board of directors
Independent opinions on relevant matters
In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the rules for independent directors of listed companies, the articles of association of Shenzhen Hui Chuang Da Technology Co.Ltd(300909) (hereinafter referred to as the “articles of association”) and other relevant laws and regulations as well as the rules and regulations of the company, as an independent director of Shenzhen Hui Chuang Da Technology Co.Ltd(300909) (hereinafter referred to as the “company”), with a realistic attitude, We express our independent opinions on the relevant matters considered at the 23rd Meeting of the second board of directors as follows:
1、 Independent opinions on the proposal on and its summary
The company plans to implement the restricted stock incentive plan in 2022 (hereinafter referred to as the “incentive plan”), and we believe that:
1. It is not found that the company is prohibited from implementing the equity incentive plan as stipulated in the administrative measures for equity incentive of listed companies (hereinafter referred to as the “administrative measures”) and other laws, regulations and normative documents, and the company has the subject qualification to implement the equity incentive plan.
2. The incentive objects determined in this incentive plan of the company have the qualifications specified in the company law, the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the articles of association and other laws, regulations and normative documents; There is no case that the stock exchange has identified it as an inappropriate candidate within 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 are no cases in which the CSRC and its dispatched offices have imposed administrative penalties or taken market entry prohibition measures for major violations of laws and regulations in the last 12 months; 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 case that the listed company is not allowed to participate in the equity incentive according to laws and regulations. The listed personnel meet the incentive object conditions specified in the administrative measures and the incentive object scope specified in the company’s restricted stock incentive plan. Their subject qualification as the incentive object of the company’s restricted stock incentive plan is legal and effective.
3. The content of this incentive plan complies with the provisions of relevant laws, regulations and normative documents, such as the company law, the securities law, the administrative measures, the guidelines for self discipline supervision of Listed Companies in Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM; The granting and ownership arrangement of restricted shares to each incentive object (including the granting amount, vesting date, waiting period, lock up period, vesting conditions, exercise price) does not violate the provisions of relevant laws and regulations, and does not infringe the interests of the company and all shareholders.
4. The company has no plans or arrangements to provide loans, loan guarantees or any other financial assistance to the incentive objects.
5. The related directors have avoided voting on relevant proposals in accordance with the company law, securities law, administrative measures and other laws, regulations and normative documents as well as the relevant provisions in the articles of association.
6. The company’s implementation of equity incentive plan is conducive to further improve the corporate governance structure, improve the company’s incentive mechanism, and enhance the company’s management team and core technical (business) personnel’s sense of responsibility and mission for the sustainable and healthy development of the company, which is conducive to the sustainable development of the company and will not damage the interests of the company and all shareholders. To sum up, we unanimously agree that the company will implement this equity incentive plan and agree to submit the matter to the general meeting of shareholders for deliberation.
2、 Independent opinions on the scientificity and rationality of the indicators set in this restricted stock incentive plan. The establishment of the assessment indicators of the company’s restricted stock incentive plan complies with the basic provisions of laws and regulations and the articles of association. The evaluation indicators of the incentive plan are divided into two levels, namely, performance evaluation at the company level and performance evaluation at the individual level of incentive objects.
The company level performance index is the net profit growth rate, which reflects the ultimate embodiment of the company’s profitability and enterprise growth, and can establish a better image of the capital market. In order to realize the company’s strategy and maintain the existing competitiveness, the company plans to fully stimulate the enthusiasm of the company’s managers and core backbone through the effective implementation of the equity incentive plan. After reasonable prediction and taking into account the incentive effect of the incentive plan, the company will take the net profit of 2020 as the base, and the growth rate of the net profit realized by the company from 2022 to 2024 (referring to the net profit belonging to the listed company and excluding the influence of share based payment expenses of all incentive plans of the company and its subsidiaries within the validity period as the calculation basis) will not be less than 65%, 85% and 100% respectively. The performance indicators are set by the company in combination with the current situation of the company, future strategic planning and the development of the industry. The assessment indicators set are challenging, which will help to continuously improve the profitability of the company and mobilize the enthusiasm of employees, ensure the realization of the company’s future development strategy and business objectives, and bring more efficiency and benefits to shareholders More lasting returns. At the same time, the company has also set up a 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 ownership conditions of restricted shares according to the annual 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.
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(there is no text on this page, Shenzhen Hui Chuang Da Technology Co.Ltd(300909) the signature page of independent directors’ independent opinions on relevant matters of the 23rd Meeting of the second board of directors) independent directors:
Zhang Jianjun, Ma Yingbing, Yuan TongZhou
January 26, 2022
