Jolywood (Suzhou) Sunwatt Co.Ltd(300393) independent director
Independent opinions on matters related to the 21st Meeting of the Fourth Board of directors Jolywood (Suzhou) Sunwatt Co.Ltd(300393) (hereinafter referred to as “the company”) held the 21st Meeting of the Fourth Board of directors on January 26, 2022. In accordance with the guiding opinions on the establishment of independent director system in listed companies issued by China Securities Regulatory Commission and the guidelines for the standardized operation of companies listed on GEM issued by Shenzhen Stock Exchange The measures for the administration of equity incentives of listed companies, the rules for the listing of shares on the gem of Shenzhen Stock Exchange (revised in December 2020), the self regulatory guidelines for companies listed on the gem of Shenzhen Stock Exchange No. 1 – business handling and other laws and regulations, normative documents and the articles of Association of Jolywood (Suzhou) Sunwatt Co.Ltd(300393) (hereinafter referred to as ” Jolywood (Suzhou) Sunwatt Co.Ltd(300393) ” or “the company”) As an independent director of the company, we have carefully consulted the relevant meeting materials of the company and hereby express the following independent opinions on the relevant matters involved in the meeting:
1、 Independent opinions on the company’s 2022 restricted stock incentive plan (Draft) and its abstract
After review, we believe that:
1. The company is not prohibited to implement the equity incentive plan by laws and regulations such as the administrative measures for equity incentive of listed companies (hereinafter referred to as the “administrative measures”) and the Listing Rules of Shenzhen Stock Exchange gem (revised in December 2020) (hereinafter referred to as the “Listing Rules”), and the company has the subject qualification to implement the equity incentive plan.
2. The company’s 2022 restricted stock incentive plan (Draft) (hereinafter referred to as “incentive plan (Draft)”) and its summary preparation and deliberation process comply with the provisions of relevant laws, regulations, rules and normative documents such as the administrative measures, listing rules.
3. The incentive objects determined by the company’s restricted stock incentive plan meet the qualifications specified in the company law, securities law, articles of association and other laws, regulations and normative documents. The determined incentive objects are directors, senior managers, middle managers and core technical (business) personnel of the company, who are formal employees of the company (including branches and holding subsidiaries, the same below), excluding independent directors and supervisors, and there are no following circumstances:
(1) Being identified as an inappropriate candidate by the stock exchange within the last 12 months;
(2) In the last 12 months, it has been identified as an inappropriate candidate by the CSRC and its dispatched offices;
(3) Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations in the last 12 months;
(4) Those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law; (5) Those who are not allowed to participate in the equity incentive of listed companies according to laws and regulations;
(6) Other circumstances recognized by the CSRC.
The determined incentive objects meet the incentive object conditions specified in the administrative measures and listing rules, and the scope of incentive objects specified in the incentive plan (Draft) and its abstract. Its subject qualification as the incentive object of the company’s restricted stock incentive plan is legal and effective.
4. The contents of the incentive plan (Draft) comply with the provisions of the administrative measures, listing rules and other relevant laws and regulations. The granting and attribution arrangements of restricted shares to each incentive object do not violate the provisions of relevant laws and regulations, and there is no damage to 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. Related directors have avoided voting on relevant proposals in accordance with the company law, securities law, administrative measures, listing rules and other laws, regulations and normative documents, as well as the relevant provisions of the articles of association, which shall be deliberated and voted by non related directors.
7. The company’s implementation of the restricted stock incentive plan in 2022 is conducive to further improving the company’s governance structure, improving the company’s incentive mechanism, enhancing the company’s management team and business backbone’s sense of responsibility and mission to realize the sustainable and healthy development of the company, which is conducive to the sustainable development of the company and does not harm the interests of the company and all shareholders. To sum up, we believe that this restricted stock incentive plan of the company is conducive to the sustainable development of the company and the formation of a long-term incentive mechanism for core talents. There is no situation that damages the interests of the company and all shareholders, especially minority shareholders.
Therefore, we unanimously agree that the company will implement this restricted stock incentive plan, and agree to submit the proposal on the company’s restricted stock incentive plan in 2022 (Draft) > and its summary to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation.
2、 Independent opinions on the scientificity and rationality of the indicators set in the company’s restricted stock incentive plan in 2022
The appraisal indicators of this restricted stock incentive plan are divided into company level performance appraisal and individual level performance appraisal.
The assessment index of the incentive plan at the company level is operating income. Operating income is an important symbol to measure the company’s operating status and market share, predict the development trend of business, and it is also an effective index to reflect the company’s growth. The performance appraisal goal set by the company takes full account of the company’s current operating conditions, future development plans and other comprehensive factors. The reasonable and scientific index setting will help to improve the company’s competitiveness and mobilize the enthusiasm of employees, ensure the realization of the company’s future development strategy and business objectives, and bring more efficient and lasting returns to shareholders.
In addition to the performance appraisal at the company level, the company has also set up a strict performance appraisal system for the individual incentive objects, which can make a more accurate and comprehensive comprehensive evaluation of the work performance of the incentive objects. The company will determine whether the individual incentive object meets the conditions of belonging 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.
Therefore, we agree to submit the proposal on the management measures for the implementation and assessment of the company’s restricted stock incentive plan in 2022 to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation.
(there is no text below this page, followed by the signature page)
(there is no text on this page, which is the signature page of independent directors’ independent opinions on matters related to the 21st Meeting of the Fourth Board of directors) signature of independent directors:
Liu Zhengxi, Shen Wenzhong, Jiang Wenjun
Date of issuance of independent director’s opinion: January 26, 2022
