Securities abbreviation: Guangzhou Pearl River Piano Group Co.Ltd(002678) securities code: 002678 Shanghai Rongzheng Investment Consulting Co., Ltd
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Guangzhou Pearl River Piano Group Co.Ltd(002678)
2022 restricted stock incentive plan (Draft)
Independent financial advisor Report
January 2022
catalogue
1、 Interpretation 3 II. Statement 5 III. basic assumptions 7 IV. main contents of the plan 8 (I) scope and distribution of incentive objects 8 (II) number of restricted shares granted 9 (III) validity period, grant date and relevant time arrangement after the grant of restricted shares 9 (IV) restricted stock grant price 11 (V) assessment of incentive plan 12 v. opinions of independent financial consultant 16 (I) verification opinions on whether the restricted stock incentive plan meets the provisions of policies and regulations 16 (II) verification opinions on the feasibility of the company’s equity incentive plan 17 (III) verification opinions on Incentive Tools 18 (IV) verification opinions on the scope and qualification of incentive objects 18 (V) verification opinions on the amount of equity granted under the equity incentive plan 19 (VI) verification opinions on the determination method of equity grant price of the incentive plan 19 (VII) verification opinions on whether the listed company provides any form of financial assistance to the incentive object 20 (VIII) verification opinions on whether the equity incentive plan damages the interests of the listed company and all shareholders 21 (IX) financial opinions on the implementation of equity incentive plan of the company 21 (x) opinions on the impact of the company’s implementation of equity incentive plan on the sustainable operation ability and shareholders’ equity of listed companies (XI) opinions on the rationality of the performance appraisal system and methods of listed companies 23 (XII) other matters that should be explained 23 VI. documents for future reference and consultation methods 24 (I) documents for future reference 24 (II) consultation method 24 I. interpretation Guangzhou Pearl River Piano Group Co.Ltd(002678) . The company refers to the incentive plan of Guangzhou Pearl River Piano Group Co.Ltd(002678) company, and the plan refers to the restricted stock incentive plan in 2022
According to the conditions and prices specified in the incentive plan, the company grants a certain number of restricted stock index company shares to the incentive object. The restricted sale period of such shares is set for a certain period of time. The restricted sale and circulation can be lifted only after the conditions for lifting the restricted sale specified in the incentive plan are met
Incentive objects refer to employees who are qualified to receive a certain number of restricted shares in accordance with the provisions of this incentive 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 of each restricted stock granted by the company to the incentive object
The term of validity refers to the period from the date when the registration of the first grant of restricted shares is completed to the date when all the restricted shares granted to the incentive object are lifted or repurchased
The restricted sale period refers to the period during which the conditions for the incentive object to exercise its rights and interests have not been fulfilled, and the restricted shares cannot be transferred, used for guarantee or debt repayment.
The period of lifting the restriction on sales refers to the period during which the restricted shares held by the incentive object can be lifted and listed for circulation after the conditions for lifting the restriction on sales specified in the incentive plan are met
The conditions for lifting the restriction on sale refer to the conditions that must be met for the restricted shares obtained by the incentive object to be lifted according to the incentive plan
Total share capital refers to the total issued share capital of the company at the time of the announcement of the incentive plan
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
The Trial Measures refer to the Trial Measures for the implementation of equity incentive by state-owned holding listed companies (domestic) (Guo Zi FA FA FA FA FA Fa [2006] No. 175)
“Notice on Relevant Issues” refers to the “notice on issues related to regulating the implementation of equity incentive system by state-controlled listed companies” (Guo Zi FA FA FA FA Fa [2008] No. 171)
Notice on relevant matters refers to the notice on Forwarding the notice on matters related to further improving the equity incentive work of listed companies controlled by central enterprises (Yue Guo Zi Han [2019] No. 968)
The work guidelines refer to the notice on Forwarding the guidelines of the state owned assets supervision and Administration Commission of the State Council on the implementation of equity incentive by listed companies controlled by central enterprises (Yue Guo Zi Han [2020] No. 208)
Articles of association means the Guangzhou Pearl River Piano Group Co.Ltd(002678) articles of association
SASAC refers to the state owned assets supervision and Administration Commission of Guangzhou Municipal People’s government
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shenzhen Stock Exchange
Securities Depository and Clearing Corporation refers to Shenzhen Branch of China Securities Depository and Clearing Corporation Limited
Yuan means RMB yuan
2、 Statement
The independent financial advisor hereby makes the following statement on this report:
(I) the documents and materials on which the independent financial adviser’s report is based are provided by Guangzhou Pearl River Piano Group Co.Ltd(002678) . 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 gives opinions on whether the plan is fair and reasonable to the shareholders of Guangzhou Pearl River Piano Group Co.Ltd(002678) and its impact on the shareholders’ rights and interests and the sustainable operation of the listed company. It does not constitute any investment suggestions for Guangzhou Pearl River Piano Group Co.Ltd(002678) . The independent financial adviser is not responsible for the possible risks arising from any investment decisions made by the investors according to the 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 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 consultant conducted in-depth investigation on the matters involved in the 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 in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of equity incentive of listed companies, and the Trial Measures for the implementation of equity incentive by state-controlled listed companies (domestic) (Guo Zi FA FA FA fa FA FA Fa [2006] No. 175) (hereinafter referred to as the “Trial Measures”) Notice on issues related to regulating the implementation of equity incentive system by state-owned holding listed companies (Guo Zi FA FA FA FA FA Fa [2008] No. 171) (hereinafter referred to as “notice on Relevant Issues”) The notice on Forwarding the notice on matters related to further improving the equity incentive work of listed companies controlled by central enterprises (Yue Guo Zi Han [2019] No. 968) (hereinafter referred to as the “work notice”) The notice of the state owned assets supervision and Administration Commission of the State Council on Forwarding the guidelines for the implementation of equity incentive by listed companies controlled by central enterprises (Yue Guo Zi Han [2020] No. 208) (hereinafter referred to as the “guidelines”) and other laws, regulations and normative documents shall be prepared according to the relevant materials provided by listed companies.
3、 Basic assumptions
The independent financial advisor’s report issued by the financial advisor is based on the following assumptions:
(I) there is no significant change in the current relevant national laws, regulations and policies;
(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 the plan are true and reliable;
(IV) there are no other obstacles to the plan, and all agreements involved can be effectively approved and finally completed on schedule;
(V) all parties involved in this 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、 Main contents of the plan
Guangzhou Pearl River Piano Group Co.Ltd(002678) the restricted stock incentive plan for 2022 is formulated by the salary and assessment committee under the board of directors of the listed company. According to the current policy environment in China and the actual situation of Guangzhou Pearl River Piano Group Co.Ltd(002678) , the restricted stock incentive plan is adopted for the incentive objects of the company. This independent financial adviser’s report will give professional opinions on the company’s plan. (I) scope and distribution of incentive objects
The number of incentive objects to be granted in the incentive plan for the first time shall not exceed 173, including:
1. Senior management;
2. Other managers who have a direct impact on the company’s operating performance;
3. Core technology (business) backbone.
The incentive objects of this incentive plan do not include external directors, supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the company’s shares and their spouses, parents and children.
Among the above incentive objects, senior managers must be appointed by the board of directors of the company. All incentive objects must work with the company or holding subsidiaries when the plan is granted, and have signed labor contracts or employment contracts with the company or holding subsidiaries.
The reserved incentive objects shall be determined within 12 months after the plan is considered and approved by the general meeting of shareholders, and the incentive objects participating in the first grant of the plan shall not be granted repeatedly. After the proposal of the board of directors, the explicit opinions of the independent directors and the board of supervisors, the professional opinions of lawyers and the legal opinions are issued, the company shall timely and accurately disclose the relevant information of the current incentive object on the designated website as required. If the incentive object is not specified for more than 12 months, the reserved rights and interests shall become invalid.
All incentive objects participating in this incentive plan cannot participate in the equity incentive plan of any other listed company at the same time. Those who have participated in the equity incentive plan of any other listed company shall not participate in this incentive plan.
The distribution of restricted shares granted by the incentive plan among incentive objects is shown in the table below:
Proportion of the total amount of restricted shares granted to the total amount of share capital granted to the total number of name job tickets (10000 shares)
Liang Yongheng, Secretary of the board of directors and financial director 6 1.007% 0.004%
Proportion of the total amount of restricted shares granted to the total amount of share capital granted to the total number of name job tickets (10000 shares)
Other managers and 560 93.993% 0.412% core technology (business) backbone (172 people) who have a direct impact on the company’s operating performance
Reserved part 29.79 5.000% 0.022%
Total 595.79 100.000% 0.439%
Note: 1. The incentive objects of this incentive plan do not include external directors, supervisors and shareholders or shareholders who individually or jointly hold more than 5% of the shares of the company
The actual controller and his spouse, parents and children;
2. The number of restricted shares granted to any incentive object in the incentive plan does not exceed that of the company before the plan is submitted to the general meeting of shareholders for deliberation
1% of the total share capital.
(II) number of restricted shares granted
1. Stock source of this incentive plan
