Three'S Company Media Group Co.Ltd(605168) independent director
Independent opinions on matters related to the sixth meeting of the third board of directors
In accordance with the relevant provisions of the company law of the people's Republic of China, the securities law of the people's Republic of China, the rules for independent directors of listed companies, the stock listing rules of Shanghai Stock Exchange and the articles of association of Three'S Company Media Group Co.Ltd(605168) (hereinafter referred to as the articles of Association), as an independent director of Three'S Company Media Group Co.Ltd(605168) (hereinafter referred to as the "company"), I hereby express independent opinions on relevant matters:
1、 Independent opinions on the proposal on the company's 2022 restricted stock incentive plan (Draft) and its summary
1. The drafting and deliberation process of Three'S Company Media Group Co.Ltd(605168) 2022 restricted stock incentive plan (Draft) and its summary comply with the provisions of relevant laws, regulations, rules and normative documents such as the measures for the administration of equity incentive of listed companies (hereinafter referred to as the "administrative measures").
2. It is not found that the company is prohibited from implementing the equity incentive plan as stipulated in the management measures and other laws, regulations and normative documents, and the company has the subject qualification to implement the equity incentive plan.
3. The incentive objects determined in this restricted stock incentive plan of the company have the qualifications specified in 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") and other laws, regulations and normative documents, as well as the articles of Association; There is no case that the Shanghai Stock Exchange has identified it as an inappropriate candidate within the last 12 months; There is no situation in which the China Securities Regulatory Commission (hereinafter referred to as "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 company is not allowed to participate in the equity incentive of listed companies according to laws and regulations. All the listed personnel meet the conditions of incentive objects specified in the administrative measures and the scope of incentive objects specified in the company's restricted stock incentive plan. Their subject qualification as incentive objects of the company's restricted stock incentive plan is legal and effective.
4. The Three'S Company Media Group Co.Ltd(605168) 2022 restricted stock incentive plan (Draft) and its abstract comply with the provisions of relevant laws, regulations and normative documents such as the company law, the securities law, the administrative measures and so on; The granting arrangement of restricted shares to each incentive object (including the granting quantity, granting date, granting conditions, granting price and other matters) and the lifting of the restriction arrangement did not violate the provisions of relevant laws, regulations and normative documents, and did 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. When the board of directors of the company deliberated on the relevant proposals, the related directors have avoided voting on the 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 of the articles of association, and the non related directors shall deliberate and vote on the relevant proposals.
7. The company's implementation of the restricted stock incentive plan is conducive to further improve the corporate governance structure, improve the company's incentive mechanism, enhance the company's employees' 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.
To sum up, we believe that the company's restricted stock incentive plan is conducive to the sustainable development of the company and the formation of a long-term incentive mechanism for the company's employees, without damaging the interests of the company and all shareholders, especially minority shareholders. The incentive objects first granted by the company's restricted stock incentive plan meet the conditions for becoming incentive objects specified in laws, regulations and normative documents. We unanimously agree that the company will implement this restricted stock incentive plan and agree to submit the matter to the first extraordinary general meeting of shareholders in 2022 for deliberation.
2、 Independent opinions on the proposal on the management measures for the implementation and assessment of the company's restricted stock incentive plan in 2022
The appraisal indicators of the restricted stock incentive plan of the company are divided into two levels: company level performance appraisal and individual level performance appraisal.
The company level performance evaluation selects the net profit attributable to the shareholders of the listed company as the company level performance evaluation index, which can directly reflect the profitability of the company. Based on the comprehensive consideration of the company's historical performance, business environment, industry status, future development strategy and other relevant factors, the company has set the performance evaluation indicators of the restricted stock incentive plan, which are reasonable and scientific. For the incentive object, the performance goal is clear and challenging.
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 in the previous year.
To sum up, the assessment system of the company's restricted stock 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 to the proposal on the management measures for the implementation and assessment of the company's restricted stock incentive plan in 2022, and agree to submit the matter to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
3、 Proposal on adjusting relevant matters of 2020 restricted stock incentive plan
The company's current adjustment of the restricted stock incentive plan is based on the comprehensive consideration of the macroeconomic environment, industry development and market competition, as well as the company's efforts to overcome the impact of the epidemic and the complex market environment, and based on the company's new business growth, continuous development of customers and future business development expectations, And the performance objectives set in the same year as the restricted stock incentive plan in 2022 are consistent. For the adjustment to maintain the fairness and consistency of the assessment standards, will this adjustment reduce the work enthusiasm of the incentive objects, ensure the long-term stable development of the company and realize the high unity of the interests of shareholders, the company and the incentive objects, Conducive to the long-term sustainable development of the company. This adjustment does not damage the interests of the company and all shareholders, especially minority shareholders. The deliberation and voting procedures comply with the provisions of the measures for the administration of equity incentive of listed companies and other relevant laws and regulations.
To sum up, we unanimously agree to the proposal on matters related to the adjustment of the 2020 restricted stock incentive plan and agree to submit the matter to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
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Independent directors: Ding Junjie, Liu Shoubao, Liao guanmin January 25, 2022
