Shanghai Haoyuan Chemexpress Co.Ltd(688131)
Independent directors’ opinions on the second meeting of the third board of directors
Independent opinions on relevant matters
In accordance with the guiding opinions on the establishment of independent director system in listed companies, the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange, the guidelines for the application of self regulatory rules of listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation and other laws and regulations, as well as the Shanghai Haoyuan Chemexpress Co.Ltd(688131) articles of Association (hereinafter referred to as the “articles of association”) According to the relevant provisions of the working system of Shanghai Haoyuan Chemexpress Co.Ltd(688131) independent directors, as independent directors of Shanghai Haoyuan Chemexpress Co.Ltd(688131) (hereinafter referred to as “the company”), we hereby express independent opinions on the relevant matters of the second meeting of the third board of directors of the company as follows:
1、 Deliberating the proposal on the company’s 2022 restricted stock incentive plan (Draft) and its summary
We believe that:
1. The formulation and review process of the company’s restricted stock incentive plan for 2022 (Draft) and its summary comply with the provisions of the administrative measures for equity incentive of listed companies (hereinafter referred to as the “administrative measures”), the listing rules and other relevant laws, regulations and normative documents.
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 the restricted stock 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 is no circumstance that the company is not allowed to serve as a director or senior manager of the company as stipulated in the company law; There are no circumstances where other laws and regulations stipulate that they are not allowed to participate in the equity incentive of listed companies. The listed personnel meet the conditions of incentive objects specified in the administrative measures and listing rules, and the scope of incentive objects specified in the company’s restricted stock incentive plan (Draft) for 2022 and its summary, As the incentive object of the company’s restricted stock incentive plan, its subject qualification is legal and effective. 4. The company’s restricted stock incentive plan for 2022 (Draft) complies with the provisions of the company law, securities law, administrative measures, listing rules and other relevant laws, regulations and normative documents; The granting arrangement and attribution arrangement (including the granting quantity, granting date, granting conditions, granting price, term of office, vesting conditions, vesting date, etc.) of restricted shares to each incentive object did not violate the provisions of relevant laws, regulations and normative legal 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 other forms of financial assistance to incentive objects.
6. 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, and enhance the sense of responsibility and mission of the company’s managers, technical (business) backbone and high potential personnel 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 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 core talents. There is no situation that damages the interests of the company and all shareholders, especially minority shareholders. The incentive objects granted by the company’s restricted stock incentive plan meet the conditions for becoming restricted stock incentive objects specified in laws, regulations and normative documents. We unanimously agree that the company will implement this restricted stock incentive plan, and agree that the board of directors of the company will 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, we believe that the establishment of the assessment indicators of this restricted stock incentive plan complies with the basic provisions of laws, regulations and the articles of association. The assessment indicators are divided into two levels: company level performance assessment and individual level performance assessment.
For all incentive objects, the company level performance indicators are the growth rate of operating revenue and the growth rate of net profit. The growth rate of operating revenue is a growth indicator to measure the market value and profitability of an enterprise and an important symbol to predict the expansion trend of an enterprise’s business. The increasing operating revenue is the basis and development condition of the company’s survival; The growth rate of net profit reflects the growth rate of distributable profits that the company can bring to shareholders in the future. It is the final embodiment of the company’s profitability, enterprise growth and shareholder return ability. It can effectively reflect the company’s final operating results and establish a good image of the capital market.
In addition to the performance appraisal at the company level, the company has set up a strict performance appraisal system for all incentive objects, which can make a more accurate and comprehensive comprehensive evaluation on the work performance of incentive objects. The company will determine whether the individual incentive object meets the attribution conditions according to the performance appraisal results of the incentive object in the previous year.
To sum up, we believe that 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 purpose of the assessment of the incentive plan. We unanimously agree that the company will implement the equity incentive plan and agree to submit the matter to the general meeting of shareholders for deliberation.
Signature of independent director: Gao Yao, Yuan Bin, Zhang Xingxian
January 26, 2022
