Company abbreviation: Shanghai Guao Electronic Technology Co.Ltd(300551) securities code: 300551 Shanghai Rongzheng Investment Consulting Co., Ltd
about
Shanghai Guao Electronic Technology Co.Ltd(300551)
Restricted stock incentive plan for 2022
Matters related to the first grant
of
Independent financial advisor Report
February 2022
catalogue
1、 Interpretation 3 II. Statement 4 III. basic assumptions 5 IV. the examination and approval procedures of this restricted stock incentive plan have been fulfilled 6 v. award of the incentive plan Vi. description of the conditions for granting the incentive plan 11 VII. The first grant date of this restricted stock VIII. Description of the impact of the implementation of this incentive plan on the financial status and operating results of relevant years IX. verification opinions of the independent financial adviser 14 X. documents for future reference and consultation methods 15 (I) documents for future reference 15 (II) consultation method 15 I. interpretation 1 Shanghai Guao Electronic Technology Co.Ltd(300551) , the company, the company and listed company: refers to Shanghai Guao Electronic Technology Co.Ltd(300551) . 2. Equity incentive plan, restricted stock incentive plan and this incentive plan refer to the 2022 restricted stock incentive plan (Draft) of Shanghai gu'ao Electronic Technology Co., Ltd. 3. Restricted stock and class II restricted stock: the shares of the company obtained and registered by the incentive objects who meet the grant conditions of the incentive plan after meeting the corresponding attribution conditions. 4. Incentive objects: directors, senior managers, middle managers and core backbone personnel of the company (including holding subsidiaries) who obtain restricted shares in accordance with the provisions of this incentive plan. 5. Grant date: refers to the date on which the company grants restricted shares to the incentive object. The grant date must be the trading day. 6. Grant price: refers to the price of each restricted stock granted by the company to the incentive object. 7. Validity period: the period from the date of the first grant of restricted shares to the expiration of the ownership or invalidation of all the restricted shares granted to the incentive object. 8. Ownership: refers to the behavior of the listed company to register the shares in the incentive object's account after the restricted stock incentive object meets the benefit conditions. 9. Attribution conditions: the restricted stock incentive plan is established, and the incentive object is the benefit conditions required to obtain the incentive stock. 10. Vesting date: after the restricted stock incentive object meets the benefit conditions, the date of completing the registration of the granted shares must be the trading day. 11. 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 Administrative measures: refers to the administrative measures for equity incentive of listed companies Listing Rules: refers to the Listing Rules of Shenzhen Stock Exchange gem (revised in December 2020) 15 Self regulatory Guide: refers to the self regulatory guide for companies listed on the gem of Shenzhen Stock Exchange No. 1 - business handling Articles of association: refers to the Shanghai Guao Electronic Technology Co.Ltd(300551) articles of association 17 CSRC: refers to the China Securities Regulatory Commission Stock Exchange: refers to Shenzhen Stock Exchange 19 RMB: ten thousand yuan, ten thousand 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 Shanghai Guao Electronic Technology Co.Ltd(300551) . All parties involved in the incentive 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 legitimacy, 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 first grant of the restricted stock incentive plan is fair and reasonable to the shareholders of Shanghai Guao Electronic Technology Co.Ltd(300551) and its impact on the shareholders' rights and interests and the continuous operation of the listed company, which does not constitute any investment suggestions for Shanghai Guao Electronic Technology Co.Ltd(300551) and the possible risks to any investment decisions made by investors according to this report, The independent financial advisor assumes no responsibility.
(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 restricted stock 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 has conducted in-depth investigation on the matters involved in the restricted stock 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 meetings 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, the administrative measures, the guide to self regulatory supervision and the listing rules, and based on the relevant materials provided by the listed company.
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 this restricted stock incentive plan are true and reliable;
(IV) there are no other obstacles to this restricted stock incentive plan, and all agreements involved can be effectively approved and finally completed on schedule;
(V) all parties involved in this restricted stock 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、 The approval procedures for this restricted stock incentive plan have been fulfilled
1. On January 19, 2022, the company held the 21st Meeting of the 4th board of directors, deliberated and approved the proposal on the company's restricted stock incentive plan in 2022 (Draft) and its summary, and the proposal on the company's measures for the assessment and management of the implementation of the restricted stock incentive plan in 2022, The independent directors of the company expressed their independent opinions on the equity incentive plan.
2. On January 19, 2022, the company held the 14th meeting of the 4th board of supervisors, The proposal on the company's 2022 restricted stock incentive plan (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company's 2022 restricted stock incentive plan, and the proposal on verifying the list of incentive objects granted by the company's 2022 restricted stock incentive plan for the first time were reviewed and approved. The board of supervisors of the company believes that this incentive plan is conducive to the sustainable development of the company and there is no obvious damage to the interests of the company and all shareholders.
3. From January 19, 2022 to January 28, 2022, the company publicized the list and positions of some incentive objects granted by the restricted stock incentive plan in 2022 for the first time on the company's internal website. During the publicity period, no objection was received about the publicity list of the incentive plan, On January 29, 2022, it also disclosed the review opinions and publicity statement of the Shanghai Guao Electronic Technology Co.Ltd(300551) board of supervisors on the list of some incentive objects first granted by the company's restricted stock incentive plan in 2022.
4. On February 7, 2022, the first extraordinary general meeting of the company in 2022 deliberated and passed the proposal on the company's restricted stock incentive plan in 2022 (Draft) and its summary The proposal on the management measures for the implementation and assessment of the company's restricted stock incentive plan in 2022 and the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive, and disclosed the Shanghai Guao Electronic Technology Co.Ltd(300551) self inspection report on the trading of company shares by insiders and incentive objects of the company's restricted stock incentive plan in 2022.
5. According to the authorization of the company's first extraordinary general meeting in 2022, on February 7, 2022, the company held the 22nd Meeting of the Fourth Board of directors and deliberated and adopted the proposal on the first grant of restricted shares to incentive objects. The board of directors of the company considered that the conditions for the first grant specified in the incentive plan had been met, The board of directors of the company determined February 7, 2022 as the first grant date, granting 14.5 million class II restricted shares to 100 incentive objects. The independent directors of the company expressed their independent opinions on this.
6. On February 7, 2022, the company held the 15th meeting of the 4th board of supervisors, deliberated and adopted the proposal on granting restricted shares to incentive objects for the first time. The board of supervisors of the company reviewed the grant arrangement of the incentive plan and issued verification opinions.
In conclusion, we believe that as of the date of issuance of this report, Shanghai Guao Electronic Technology Co.Ltd(300551) the granting of restricted shares to incentive objects has obtained the necessary approval and authorization, which is in line with the relevant provisions of the management measures and the incentive plan. 5、 Award of this incentive plan
(I) first grant date
According to the 22nd Meeting of Shanghai Guao Electronic Technology Co.Ltd(300551) the Fourth Board of directors, the first grant date of this incentive plan is February 7, 2022.
(II) source, quantity and distribution of underlying shares
1. Type of underlying stock: common stock A shares of the company.
2. Source of underlying stock: the company issues A-share common stock to the incentive object.
3. Incentive objects: the incentive objects granted for the first time in this incentive plan are directors, senior managers, middle managers and core backbone personnel (excluding independent directors
Supervisors and foreign employees also do not include shareholders or actual controllers who individually or jointly hold more than 5% of the shares of the company and their spouses, parents and children). The specific distribution is as follows:
The proportion of restricted shares granted to the total amount granted to the number of job tickets (in 10000 shares of the total share capital of the company)
1、 Directors and senior management
1 Li Ruiming, general manager 150.00 8.33% 0.49%
2 Jiang Xiaodan, director and deputy general manager 30.00 1.67% 0.10%
Manager and financial director
Chapter 3 director and deputy general manager of Xiangyu 20.00 1.11% 0.07%
4 director Hou Yaoqi 20.00 1.11% 0.07%
Subtotal 220.00 12.22% 0.72%
2、 Other incentive objects
Middle managers and key personnel (96 persons) 1230.00 68.33% 4.05%
Reserved part 350.00 19.44% 1.15%
Total 1800.00 100.00% 5.92%
Note: 1. The shares of the company granted by any of the above incentive objects through all effective equity incentive plans do not exceed 1% of the total share capital of the company. The total number of underlying shares involved in all equity incentive plans of the company within the validity period shall not exceed 20% of the total share capital of the company.
2. The incentive objects of the plan do not include independent directors, supervisors and foreign employees, nor do they include shareholders or actual controllers who individually or jointly hold more than 5% of the shares of the company and their spouses, parents and children.
3. If the total number in the above table is inconsistent with the mantissa of the sum of the sub item values, it is caused by rounding.
(III) the initial grant price of restricted shares
The grant price of the first grant of the restricted stock incentive plan is 19.31 yuan / share.
(IV) validity period and ownership arrangement of incentive plan:
1. Validity period of this incentive plan
The validity period of this incentive plan shall be no more than 60 months from the date of the first grant of restricted shares to the date when all the restricted shares granted to the incentive object are vested or invalid.
2. Ownership arrangement of the incentive plan
The restricted shares granted by the incentive plan will be vested in several times according to the agreed proportion after the incentive object meets the corresponding vesting conditions. The vesting date must be the trading day, and the restricted shares obtained shall not be listed below
