Securities abbreviation: Malion New Materials Co.Ltd(300586) securities code: 300586 Shanghai Rongzheng Investment Consulting Co., Ltd
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Malion New Materials Co.Ltd(300586)
2022 restricted stock incentive plan (Draft)
Independent financial advisor Report
February 2022
catalogue
1、 Interpretation 3 II. Statement 4 III. basic assumptions 5 IV. main contents of this restricted stock incentive plan 6 (I) scope and distribution of incentive objects 6 (II) number of restricted shares granted 7 (III) validity period, grant date, ownership arrangement and lock up period of restricted shares 7 (IV) vesting and vesting conditions of restricted shares 9 (V) the granting price of restricted shares and the determination method of the granting price 11 (VI) other contents of the incentive plan 12 v. opinions of independent financial consultant 13 (I) verification opinions on whether the Malion New Materials Co.Ltd(300586) 2022 restricted stock incentive plan meets the provisions of policies and regulations 13 (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 14 (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 15 (VI) verification opinions on the pricing method of the award price of the incentive plan 15 (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 17 (x) opinions on the rationality of the performance appraisal system and methods of listed companies 18 (XI) others 18 (XII) other matters that should be explained 19 VI. documents for future reference and consultation methods 21 (I) documents for future reference 21 (II) consultation method 21 I. interpretation Malion New Materials Co.Ltd(300586) , the company, the company refers to Malion New Materials Co.Ltd(300586) and the listed company
This incentive plan and this plan refer to the restricted stock incentive plan in 2022
The second type of restricted stock refers to the shares of the company obtained and registered by the incentive objects who meet the conditions of the incentive plan after meeting the corresponding attribution conditions
According to the provisions of this incentive plan, the directors, senior managers, core managers and core technical (business) personnel of the company (including branch incentive objects and holding subsidiaries) who obtain restricted shares
Grant date refers to the date on which the company grants restricted shares to incentive objects
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 of the grant of restricted shares to the date when all the restricted shares granted to the incentive object are vested or invalid
Attribution refers to the behavior of a listed company to register its shares in the account of the incentive object after the restricted stock incentive object meets the benefit conditions
Vesting conditions refer to the benefit conditions set up by the restricted stock incentive plan, and the incentive object is to obtain the restricted stock
Vesting date refers to the date on which the authorized shares are registered after the restricted stock incentive object meets the benefit conditions. It must be the trading day
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
Listing Rules refers to the Listing Rules of Shenzhen Stock Exchange gem
Regulatory guide No. 1 refers to the self regulatory guide No. 1 - business handling of companies listed on the gem of Shenzhen Stock Exchange
Articles of association means the Malion New Materials Co.Ltd(300586) articles of association
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shenzhen Stock Exchange
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 Malion New Materials Co.Ltd(300586) . 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 restricted stock incentive plan is fair and reasonable to Malion New Materials Co.Ltd(300586) shareholders, the impact on shareholders' rights and interests and the sustainable operation of the listed company, does not constitute any investment suggestions for Malion New Materials Co.Ltd(300586) , and does not bear any responsibility for the possible risks arising from any investment decisions made by investors according to 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 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, relevant resolutions of the board of directors and the general meeting of shareholders Financial reports of relevant companies, production and operation plans of the company, and effective communication with relevant personnel of listed companies. On this basis, this independent financial consultant report is issued, and is responsible for the authenticity, accuracy and completeness of the report.
This independent financial advisory 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 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、 Main contents of this restricted stock incentive plan
Malion New Materials Co.Ltd(300586) 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 Malion New Materials Co.Ltd(300586) , this restricted stock incentive plan is implemented for the incentive objects of the company. This report of the independent financial adviser will give professional opinions on this incentive plan. (I) scope and distribution of incentive objects
The incentive plan plans to grant 51 incentive objects, including:
1. Directors and senior managers;
2. Core management personnel and core technical (business) personnel.
The incentive objects involved in this incentive plan do not include independent directors and supervisors. Among the above incentive objects, directors and senior managers must be elected by the general meeting of shareholders or appointed by the board of directors of the company. All incentive objects must have employment or labor relations with the company (including branches and holding subsidiaries) when the company grants restricted shares and within the assessment period specified in the incentive plan.
The above incentive objects include Mr. Huang Kunyu, the son of Huang Weishan, the controlling shareholder and actual controller of the company. As the assistant to the president of the company, Mr. Huang Kunyu is the core manager of the company and has a certain impact on the company's future operation and management, enterprise development and other major decisions. Therefore, the incentive plan takes Mr. Huang Kunyu as the incentive object, which is in line with the actual situation and development needs of the company, It is necessary and reasonable to comply with the listing rules and other relevant laws and regulations.
The distribution of restricted shares granted by the incentive plan among incentive objects is shown in the table below:
Proportion of restricted shares granted to the number of nationality votes (proportion of the total number of 10000 shares) of the current capital stock name and position granted by the plan
Yi Dongsheng, director, President, China 60.00 11.54% 0.11% CFO
Director and Deputy General Manager
Duan Wenyong, Secretary of the board of directors, China 55.00 10.58% 0.10% letter
Zeng Zhennan, vice president, Hong Kong, China 55.00 10.58% 0.10%
Huang Kunyu assistant president China 10.00 1.92% 0.02%
Core management personnel and core technical (business) personnel 340.00 65.38% 0.65% (47 persons in total)
Total (51 persons) 520.00 100.00% 0.99%
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.
2. The incentive objects of this plan do not include independent directors, supervisors and foreigners.
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. (II) number of restricted shares granted
1. Stock source of this incentive plan
The incentive tool adopted in this incentive plan is the second type of restricted stock, and the source of the underlying stock involved is the company's directional issuance of A-share common stock to the incentive object.
2. Number of restricted shares granted
The total amount of restricted shares to be granted to the incentive objects in the incentive plan is 5.2 million shares, accounting for about 0.99% of the total share capital of the company at the time of announcement of the draft incentive plan. This grant is a one-time grant without reserved rights and interests.
As of the disclosure date of this announcement, the company has no equity incentive plan under implementation. The total number of underlying shares involved in all equity incentive plans of the company within the validity period does not exceed 20% of the total share capital of the company. The cumulative number of shares of the company granted by any incentive object in the incentive plan through the equity incentive plan within the whole validity period shall not exceed 1% of the total share capital of the company. (III) validity period, grant date, ownership arrangement and lock up period of restricted shares
1. Validity period of restricted stock incentive plan
The validity period of this incentive plan shall be no more than 48 months from the date of the grant of restricted shares to the date when all the restricted shares granted to the incentive object are vested or invalid.
2. Grant date of restricted stock incentive plan
The grant date shall be determined by the board of directors after the incentive plan is deliberated and approved by the general meeting of shareholders of the company, and the grant date must be the trading day. The company shall convene the board of directors to grant rights and interests to the incentive objects in accordance with relevant regulations within 60 days after the deliberation and approval of the general meeting of shareholders, and complete the announcement and other relevant procedures. If the company fails to complete the above work within 60 days, it shall disclose the reasons for the failure in time, announce the termination of the implementation of the incentive plan, and the restricted shares that have not been granted shall become invalid.
3. 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, but shall not be vested within the following periods:
(1) Within 30 days before the announcement of the company's annual report and semi annual report, it is postponed due to special reasons
