Securities code: 600252 company abbreviation: Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) Guotai Junan Securities Co.Ltd(601211)
about
Guangxi Wuzhou Zhongheng Group Co.Ltd(600252)
Restricted stock incentive plan for 2021
Matters related to adjustment and initial grant
of
Independent financial advisor Report
January, 2002
catalogue
1、 Interpretation 2. Statement 4 III. basic assumptions 5 IV. opinions of independent financial adviser six
(I) the relevant approval procedures of the incentive plan have been fulfilled six
(II) adjustment of the incentive plan seven
(III) description of the award conditions and achievements of the incentive plan eight
(IV) grant of the first grant 9 (V) description of the impact of the implementation of the incentive plan on the financial status and operating results of relevant years...... 14
(VI) concluding observations 15 v. documents for future reference and consultation methods sixteen
(I) documents for future reference sixteen
(II) contact information sixteen
1、 Interpretation
In this independent financial advisor report, unless the context specifies, the following abbreviations have the following meanings: the company, the company, the company referring to Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) City, Guangxi Wuzhou Zhongheng Group Co.Ltd(600252)
Incentive plan. This plan refers to the Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) 2021 restricted stock incentive plan
Independent financial advisor refers to Guotai Junan Securities Co.Ltd(601211)
The company grants a certain number of shares to the incentive object according to the pre-determined conditions. The restricted shares of the incentive object refer to the free circulation of Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) shares only after the company's performance and personal assessment meet the conditions specified in the equity incentive plan
Incentive object refers to the person who is granted restricted stock under the plan
The grant date refers to the date on which the company grants restricted shares to the incentive object, and the grant date must be the trading day
The grant price refers to the price determined by the company when granting restricted shares to the incentive object and the incentive object obtains the shares of Zhongheng group
The validity period refers to the period from the completion of the registration of the restricted shares granted for the first time to the date when all the restricted shares granted to the incentive object are lifted or repurchased, and the maximum period shall not exceed 72 months
If the conditions for lifting the restrictions on sale stipulated in the incentive plan have not been fulfilled, the restricted shares shall not be transferred, and the restricted sale period refers to the period used to guarantee or repay debts, which shall be calculated from the date when the restricted shares granted to the incentive object are registered
Lifting the restriction means that the restricted shares authorized by the incentive object can be sold or transferred in other ways in the secondary market during the lifting period
Company Law refers to the company law of the people's Republic of China
Securities Law refers to the securities law of the people's Republic of China
The Administrative Measures refer to the administrative measures for equity incentive of listed companies
Equity incentive assessment office refers to the assessment measures for the implementation of the Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) 2021 restricted stock incentive plan law
Equity incentive management office refers to the law of Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) equity incentive management measures
Articles of association means the Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) articles of association
The trial measures, 175 refers to the notice on standardization of the Trial Measures for the implementation of equity incentive by state-controlled listed companies (within China), and 171 refers to the notice on issues related to the standardization of the implementation of equity incentive system by state-controlled listed companies
CSRC refers to the China Securities Regulatory Commission
Guangxi Zhuang Autonomous Region refers to the state owned assets supervision and Administration Commission of the people's Government of Guangxi Zhuang Autonomous Region
Shanghai stock exchange refers to Shanghai Stock Exchange
China Securities Depository and Clearing Corporation refers to the Shanghai Branch of China Securities Depository and Clearing Corporation Limited
Yuan means RMB yuan
Note: 1. The financial data and financial indicators quoted in the independent financial consultant's report refer to the financial data in the consolidated statement and the financial indicators calculated based on such financial data unless otherwise specified.
2. In this independent financial adviser's report, the difference in the mantissa between the sum of some total figures and each detailed figure is caused by rounding.
2、 Statement
(I) the documents and materials on which the independent financial adviser's report is based are provided by Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) . All parties involved in the plan have guaranteed to the independent financial adviser that all the documents and materials provided for the issuance of the independent financial adviser's report are legal, true, accurate, complete and timely, and there are no omissions, false or misleading statements, and their legality, authenticity Be responsible for accuracy, completeness and timeliness. The independent financial advisor does not assume any risk liability arising therefrom.
(II) the independent financial adviser only expresses opinions on whether the incentive plan is fair and reasonable to Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) shareholders, the impact on shareholders' rights and interests and the sustainable operation of the listed company, does not constitute any investment suggestions for Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) , and does not bear any responsibility for the possible risks arising from any investment decisions made by investors based on this report.
(III) the independent financial advisor has not entrusted or authorized any other institution or individual to provide information not listed in the independent financial advisor's report and make any explanation or explanation to the report.
(IV) the independent financial consultant requests all shareholders of the listed company to carefully read the relevant information about the incentive plan publicly disclosed by the listed company.
(V) based on the principle of diligence, prudence and due diligence to all shareholders of the listed company, the independent financial adviser conducted in-depth investigation on the matters involved in the incentive plan and carefully reviewed the relevant materials. The scope of the investigation includes the articles of association of the listed company, salary management measures, resolutions of the previous board of directors and general meeting of shareholders The company's financial report and the company's production and operation plan for the last three years and the latest period, and has effectively communicated with the relevant personnel of the listed company. On this basis, the independent financial adviser's report is issued, and is responsible for the authenticity, accuracy and completeness of the report.
This report is prepared in accordance with the requirements of laws, regulations and normative documents such as the company law, the securities law and the administrative measures, and based on the relevant materials provided by the listed company.
3、 Basic assumptions
The independent financial advisor's report issued by the independent financial advisor is based on the following assumptions: (I) there is no significant change in the current relevant laws, regulations and policies of the country;
(II) the information on which the independent financial adviser is based is authentic, accurate, complete and timely; (III) the relevant documents issued by the listed company for this restricted stock incentive plan are true and reliable; (IV) there are no other obstacles to the equity incentive plan, and all agreements involved can be effectively approved and finally completed on schedule;
(V) all parties involved in this equity incentive plan can fully perform all obligations in good faith and in accordance with the terms of the incentive plan and relevant agreements;
(VI) there is no significant adverse impact caused by other unpredictable and force majeure factors.
4、 Opinion of independent financial advisor
(I) relevant approval procedures of the incentive plan
1. September 24, 2021, The 30th meeting of the ninth board of directors of the company deliberated and approved the proposal of Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) on and its summary, the proposal of Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) on formulating and its summary, the proposal on Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) formulating the measures for the assessment and management of the implementation of Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) 2021 restricted stock incentive plan, and the proposal on verifying the list of incentive objects of Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) 2021 restricted stock incentive plan The board of supervisors issued verification opinions on relevant matters.
3. On October 28, 2021, the 31st meeting of the ninth board of directors of the company deliberated and approved the proposal on formulating the management measures for equity incentive of Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) and other proposals, and the independent directors of the company expressed independent opinions on relevant matters.
4. On October 28, 2021, the company held the 17th meeting of the ninth board of supervisors, deliberated and adopted the proposal on formulating the management measures for equity incentive of Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) .
5. From September 27, 2021 to October 7, 2021, the company publicized the names and positions of the incentive objects of the incentive plan internally. During the publicity period, the company has not received any objection from any individual to the incentive object. On November 30, 2021, the company disclosed the announcement and review opinions of the Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) board of supervisors on the list of incentive objects of the company's restricted stock incentive plan in 2021.
6. On November 23, 2021, the company disclosed the announcement on the company's 2021 restricted stock incentive plan approved by Guangxi SASAC (Announcement No.: pro 2021-89), The company has received the reply of the SASAC of Guangxi Autonomous Region on agreeing to Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) implement the restricted stock incentive plan (GUI Guo Zi Fu [2021] No. 233) from the state owned assets supervision and Administration Commission of the people's Government of Guangxi Zhuang Autonomous Region, which agrees in principle with the company to implement the restricted stock incentive plan.
7. On November 24, 2021, the company disclosed the announcement on public solicitation of entrusted voting rights by independent directors (Announcement No.: p.2021-95). According to the entrustment of other independent directors of the company, Mr. Li Junhua, an independent director, was the soliciter, Solicit entrusted voting rights from all shareholders of the company on the proposals related to the incentive plan considered at the fourth extraordinary general meeting of shareholders in 2021.
8. On December 8, 2021, the company held the fourth extraordinary general meeting of shareholders in 2021, The Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) proposal on and its summary, Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) proposal on formulating < Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) 2021 restricted stock incentive plan implementation assessment management measures, Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) proposal on formulating < Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) equity incentive management measures, Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) The proposal on requesting the general meeting of shareholders to authorize the board of directors and its authorized persons to fully handle matters related to the company's restricted stock incentive plan in 2021 and other proposals, and disclosed the Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) self inspection report on the trading of the company's shares by insiders of the company's restricted stock incentive plan in 2021 on December 9, 2021.
9. On January 27, 2022, the company held the 35th meeting of the 9th board of directors and the 20th meeting of the 9th board of supervisors, and deliberated and adopted the Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) proposal on adjusting matters related to the 2021 restricted stock incentive plan and Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) proposal on granting restricted shares to incentive objects for the first time, The independent directors of the company expressed independent opinions on relevant matters, and the board of supervisors verified the list of incentive objects granted restricted shares for the first time.
After verification, the financial consultant believes that as of the date of issuance of this report, Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) has obtained the necessary approval and authorization for the first time granting restricted shares to incentive objects, which is in line with the relevant provisions of the administrative measures and the restricted stock incentive plan (Draft) for Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) 2021.
(II) adjustment of the incentive plan
In view of the company's 2021 equity incentive plan to grant restricted shares to incentive objects for the first time, 32 incentive objects voluntarily give up the subscription of all restricted shares granted to them due to resignation or personal reasons, and 4 incentive objects voluntarily give up the subscription of some restricted shares granted to them due to personal reasons, involving the combination of restricted shares
Set 6.705 million shares. According to the authorization of the company's fourth extraordinary general meeting in 2021, the company held the 35th meeting of the ninth board of directors on January 27, 2022, deliberated and adopted the proposal on Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) matters related to the adjustment of the 2021 restricted stock incentive plan, and agreed to adjust the list of incentive objects and the number of restricted shares granted for the first time in this incentive plan.
