Securities abbreviation: Jiangxi Wannianqing Cement Co.Ltd(000789) securities code: 000789 Shanghai Rongzheng Investment Consulting Co., Ltd
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Of 2022 stock option incentive plan (Revised Draft)
Independent financial advisor Report
February 2022
catalogue
1、 Interpretation 3 II. Statement 5 III. basic assumptions 6 IV. main contents of the incentive plan 7 (I) scope and distribution of incentive objects 7 (II) number of stock options granted 8 (III) stock source 8 (IV) validity period, grant date and relevant time arrangement after grant of stock options 8 (V) exercise price of stock option 10 (VI) conditions for granting and exercising incentive plans 11 (VII) other contents of the incentive plan 13 v. opinions of independent financial adviser 14 (I) verification opinions on whether the stock option incentive plan meets the provisions of policies and regulations 14 (II) verification opinions on the feasibility of the company’s equity incentive plan 14 (III) verification opinions on the scope and qualification of incentive objects 15 (IV) verification opinions on the amount of equity granted under the equity incentive plan (V) verification opinions on whether the listed company provides any form of financial assistance to the incentive object 16 (VI) verification opinions on the pricing method of the award price of the incentive plan (VII) verification opinions on whether the equity incentive plan damages the interests of the listed company and all shareholders 16 (VIII) financial opinions on the implementation of equity incentive plan of the company 17 (IX) opinions on the impact of the company’s implementation of equity incentive plan on the sustainable operation ability and shareholders’ equity of listed companies 18 (x) opinions on the rationality of the performance appraisal system and methods of listed companies 19 (XI) other matters that should be explained 19 VI. documents for future reference and consultation methods 20 (I) documents for future reference 20 (II) consultation method 20 I. interpretation
Unless otherwise specified, the following words have the following meanings in this article: Jiangxi Wannianqing Cement Co.Ltd(000789) , the company and the company refer to Jiangxi Wannianqing Cement Co.Ltd(000789)
Stock option incentive plan refers to Jiangxi Wannianqing Cement Co.Ltd(000789) 2022 stock option incentive plan
This incentive plan, incentive plan
Stock options and options refer to the right granted by the company to the incentive object to purchase a certain number of shares of the company at a predetermined price and conditions in a certain period of time in the future
Incentive objects refer to the senior managers and key personnel of the company who obtain stock options in accordance with the provisions of the incentive plan
Grant date refers to the date on which the company grants stock options to incentive objects, and the grant date must be the trading day
Validity period the validity period of this incentive plan is from the date of grant of stock options to the date when all stock options are exercised or cancelled
Waiting period refers to the period between the date of grant of stock option and the date of exercise of stock option
According to the stock option incentive plan, the incentive object exercises the stock option exercise refers to the behavior. In this incentive plan, the exercise is the incentive object’s behavior of purchasing the subject stock according to the conditions set in the incentive plan
The exercisable date refers to the date when the incentive object can start exercising the right. The exercisable date must be the trading day
The exercise price refers to the price at which the incentive object purchases the company’s shares as determined in the incentive plan
According to the stock option incentive plan, the exercise conditions that the incentive object must meet to exercise the stock option refer to the conditions
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shenzhen Stock Exchange
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 Trial Measures refer to the Trial Measures for the implementation of equity incentive by state-controlled listed companies (domestic)
The Administrative Measures refer to the administrative measures for equity incentive of listed companies
Articles of association means the Jiangxi Wannianqing Cement Co.Ltd(000789) articles of association
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 Jiangxi Wannianqing Cement Co.Ltd(000789) . 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 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 the shareholders of the company, the impact on the shareholders’ rights and interests and the sustainable operation of the listed company, does not constitute any investment suggestions to the company, and does not bear any responsibility for the possible risks arising from any investment decisions made by 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 stock option 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 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, the Trial Measures for equity incentive of state-controlled listed companies (domestic) and other laws, regulations and normative documents, and based on 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 this incentive plan are true and reliable;
(IV) there are no other obstacles to the incentive plan, and all agreements involved can be effectively approved and finally completed on schedule;
(V) all parties involved in this incentive plan can fully perform all obligations in good faith in accordance with the terms of this incentive plan and relevant agreements;
(VI) there is no significant adverse impact caused by other unpredictable and force majeure factors.
4、 Main contents of this incentive plan
The 2022 stock option incentive plan of the company is formulated by the salary and assessment committee under the board of directors of the company. According to the current policy environment in China and the actual situation of the company, the stock option incentive plan is implemented for the incentive objects of the company. This report of the independent financial adviser will give professional opinions on the stock option incentive plan. (I) scope and distribution of incentive objects
The total number of incentive objects granted by the incentive plan for the first time is 247, which are the company:
1. Senior management of the company;
2. Key personnel of the company.
The incentive objects involved in this incentive plan do not include supervisors, external directors (including independent directors) held by persons other than the controlling shareholders of the company, shareholders or actual controllers who individually or jointly hold more than 5% of the shares of the company 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 have employment, employment or labor relations with the company within the assessment period of the incentive plan.
The distribution of stock options to be granted in the incentive plan among incentive objects is shown in the table below:
Number of stock options granted authorized interests in granted interests
Name and position amount (10000 copies) proportion of total grant amount to total share capital of the company
proportion
Sun Lin, deputy general manager 7.00 0.88% 0.009%
Han Yong, Secretary of Discipline Inspection Commission 7.00 0.88% 0.009%
Peng Renhong, Secretary of the board of directors and head office 7.00 0.88% 0.009%
Planner
Xiong Hannan, deputy general manager 7.00 0.88% 0.009%
Key personnel (243 persons) 766.00 96.48% 0.960%
Total (247 persons) 794.00 100.00% 0.996%
Note: 1. The incentive objects of this incentive plan do not participate in the equity incentive plans of two or more listed companies, and there are no major shareholders or actual controllers holding more than 5% of the company’s equity and their spouses, parents and children among the incentive objects.
2. The shares of the company granted to any incentive object through all effective equity incentive plans shall not exceed 1% of the total share capital of the company.
3. The equity grant value of senior managers shall be uniformly determined by domestic and foreign listed companies at no more than 40% of the total salary level (including the equity grant value) at the time of grant. The equity grant value of management, technology, business backbone and other incentive objects shall be reasonably determined by the board of directors of listed companies. 4. 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.
(II) number of stock options granted
1. Stock source of this incentive plan
The incentive object of the company’s incentive plan is the issuance of ordinary shares to the company.
2. Number of shares in the incentive plan
The incentive plan plans to grant a total of 7.94 million stock options to the incentive objects, involving RMB A-share common shares, accounting for about 0.996% of the total share capital of the company at the time of announcement of the draft incentive plan. Under the condition that each stock option meets the exercise conditions, each stock option granted to the incentive object has the right to purchase one A-share common stock of the company at the exercise price within the validity period.
The total number of underlying shares involved in all equity incentive plans of the company within the validity period does not exceed 1% of the total share capital of the company. The number of stock options granted to any incentive object in the incentive plan shall not exceed 1% of the total share capital of the company before the incentive plan is submitted to the general meeting of shareholders for deliberation.
During the period from the date of announcement of the incentive plan to the completion of the exercise of stock options by the incentive object, if the company has matters such as the conversion of capital reserve into share capital, the distribution of stock dividends, the division or reduction of shares, and the allotment of shares, the number of stock options and the total number of underlying shares involved will be adjusted accordingly. (III) stock source
The source of the underlying stock of the incentive plan is the company’s directional issuance of A-share common stock to the incentive object. (IV) validity period of stock option, grant date and relevant time arrangement after grant 1. Validity period of this incentive plan
The validity period of this incentive plan is from the date of grant of stock options to the date of completion of exercise or cancellation of all stock options, with a maximum of 60 months.
2. Grant date of this incentive plan
The granting date shall be determined by the board of directors of the company after the incentive plan is submitted to Jiangxi state owned assets supervision and Administration Commission for approval and submitted to the general meeting of shareholders of the company for deliberation and approval. Within 60 days from the date when the general meeting of shareholders of the company deliberates and approves the incentive plan and the granting conditions are met, the company will convene the board of directors to grant the incentive objects granted this time according to relevant regulations, and complete the registration, announcement and other relevant procedures. If the company fails to complete the above work within 60 days, the implementation of the incentive plan will be terminated and the stock options not granted will become invalid.
3. Waiting period, vesting date and exercise arrangement of the incentive plan
(1) Waiting period: the waiting periods of stock options granted under the incentive plan are 24 months, 36 months and
