Company abbreviation: Suzhou Ta&A Ultra Clean Technology Co.Ltd(300390) securities code: 300390 Shanghai Rongzheng Investment Consulting Co., Ltd
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Suzhou Ta&A Ultra Clean Technology Co.Ltd(300390)
2022 restricted stock incentive plan (Draft)
Independent financial advisor Report
February 2022
catalogue
1、 Interpretation 3 II. Statement 5 III. basic assumptions 6 IV. main contents of this equity incentive plan 7 (I) scope and distribution of incentive objects 7 (II) incentive mode, source and quantity 8 (III) validity period, grant date and ownership arrangement of restricted shares 8 (IV) the grant price of restricted shares and the determination method of the grant price 10 (V) conditions for granting and attribution of incentive plan 10 (VI) other contents of the incentive plan 13 v. opinions of independent financial adviser 14 (I) verification opinions on whether the equity incentive plan meets the provisions of policies and regulations 14 (II) verification opinions on the feasibility of the company’s equity incentive plan 15 (III) verification opinions on the scope and qualification of incentive objects 15 (IV) verification opinions on the equity limit of 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 grant price of the incentive plan (VII) verification opinions on whether the equity incentive plan damages the interests of the listed company and all shareholders 17 (VIII) financial opinions on the implementation of equity incentive plan of the company 18 (IX) verification 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) others 19 (XII) other matters that should be explained 20 VI. documents for future reference and consultation methods 21 (I) documents for future reference 21 (II) consultation method 21 I. interpretation 1 Independent financial advisory report: refers to the independent financial advisory report of Shanghai Rongzheng Investment Consulting Co., Ltd. on the 2022 restricted stock incentive plan (Draft) of Suzhou Suzhou Ta&A Ultra Clean Technology Co.Ltd(300390) Technology Co., Ltd The independent financial consultant refers to Shanghai Rongzheng Investment Consulting Co., Ltd Suzhou Ta&A Ultra Clean Technology Co.Ltd(300390) , the company, the company and the listed company: refer to Suzhou Ta&A Ultra Clean Technology Co.Ltd(300390) 4 Equity incentive plan, this incentive plan and this plan: refer to Suzhou Ta&A Ultra Clean Technology Co.Ltd(300390) 2022 restricted stock incentive plan 5 Restricted stock and class II restricted stock: refers to the shares of the company obtained and registered by incentive objects who meet the grant conditions of the incentive plan after meeting the corresponding attribution conditions. 6 Incentive object: refers to the middle-level managers and core technology (business) backbone of the company who obtain restricted shares in accordance with the provisions of this incentive plan 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 8 Grant price: refers to the price of each restricted stock granted by the company to the incentive object Validity period: refers to 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 Ownership: refers to the behavior that the listed company registers the shares in the incentive object’s account after the restricted stock incentive object meets the benefit conditions Attribution conditions: refers to the benefit conditions set up by the restricted stock incentive plan and the incentive object is to obtain the incentive shares. 12 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 13 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 December 16, 2020 refers to the Shenzhen Stock Exchange Listing Rules Administrative measures: refers to the administrative measures for equity incentive of listed companies Self regulatory guide No. 1: refers to the self regulatory guide No. 1 – business handling of companies listed on the gem of Shenzhen Stock Exchange 18 Articles of association: refers to the Suzhou Ta&A Ultra Clean Technology Co.Ltd(300390) articles of association
19. CSRC: refers to the China Securities Regulatory Commission Stock Exchange: refers to Shenzhen Stock Exchange 21 Yuan: refers to 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 advisor’s report is based are provided by Suzhou Ta&A Ultra Clean Technology Co.Ltd(300390) , and all parties involved in the plan have assured the independent financial advisor; All the documents and materials provided for the issuance of this independent financial adviser’s report are legal, true, accurate, complete and timely, without any omission, false or misleading statements, and are responsible for their legitimacy, authenticity, 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 Suzhou Ta&A Ultra Clean Technology Co.Ltd(300390) shareholders, the impact on shareholders’ rights and interests and the sustainable operation of the listed company, does not constitute any investment suggestions for Suzhou Ta&A Ultra Clean Technology Co.Ltd(300390) , 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.
The independent financial adviser’s 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 incentives of listed companies, the rules for the listing of shares on the gem of Shenzhen Stock Exchange (revised in December 2020) and other laws, regulations and normative documents, 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 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 equity incentive plan
Suzhou Ta&A Ultra Clean Technology Co.Ltd(300390) 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 Suzhou Ta&A Ultra Clean Technology Co.Ltd(300390) , 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 the restricted stock incentive plan. (I) scope and distribution of incentive objects
There are 123 incentive objects granted restricted shares for the first time in this incentive plan. Specifically include:
1. Middle managers;
2. Core technology (business) backbone.
The incentive objects granted for the first time in this incentive plan do not include independent directors, supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the shares of the company and their spouses, parents and children. All incentive objects must have employment or labor relations with the company or its branches and holding subsidiaries within the validity of this incentive plan.
The above incentive object includes a foreign employee. The reason why the company includes him in this incentive plan is that the foreign incentive object plays an important role in the company’s daily management, operation and business development, and belongs to the company’s middle-level managers; Equity incentive is a common incentive means for listed companies. This incentive plan will further promote the construction and stability of the company’s core talent team, so as to contribute to the long-term development of the company.
The incentive object of the reserved grant part shall be determined within 12 months after the incentive plan is considered and approved by the general meeting of shareholders. 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 accurately disclose the relevant information of the incentive object on the designated website in time as required. If the incentive object is not specified for more than 12 months, the reserved rights and interests shall become invalid. The criteria for determining the reserved incentive object shall be determined with reference to the criteria for the first award.
The distribution of restricted shares granted by the incentive plan among incentive objects is shown in the table below:
Name, position, nationality, proportion of restricted shares granted in the granted rights and interests in the current total number of shares (10000 shares)
Tay chin Siang middle management Malaysia 5 0.69% 0.01%
Key business personnel (1.86%) and other middle-level technical personnel (625.07%)
Total initial grant 630 87.50% 1.08%
Reserve 90 12.50% 0.15%
Total 720 100.00% 1.24%
Note: 1. The incentive objects of this incentive plan do not include independent 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.
2. The shares of the company granted to any of the above incentive objects through all effective equity incentive plans do not exceed 1% of the total share capital of the company. As of the announcement date of the draft incentive plan, the company’s restricted stock incentive plan in 2020 involved 13.16 million underlying shares. The total number of underlying shares involved in all effective incentive plans of the company accounted for about 3.49% of the total share capital of the company, which did not exceed 20% of the total share capital of the company. (II) incentive mode, source and quantity
1. Incentive mode of this incentive plan
The incentive tool adopted in this incentive plan is the second type of restricted stock.
2. Stock source of this incentive plan
The source of the underlying stock involved in the incentive plan is the company’s directional issuance of A-share common stock to the incentive object.
3. Number of restricted shares granted
The total amount of restricted shares to be granted to the incentive objects in the incentive plan is 7.2 million shares, accounting for 1.24% of the total share capital of the company at the time of announcement of the draft incentive plan. Among them, 6.3 million restricted shares were granted for the first time, accounting for 1.08% of the company’s total share capital of 582880538 shares when the draft incentive plan was announced, and the part granted for the first time accounted for 87.50% of the total equity granted this time; 900000 shares are reserved, accounting for 0.15% of the company’s total share capital of 582880538 shares at the time of announcement of the draft incentive plan, and the reserved part accounts for 12.50% of the total equity granted this time.
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 number of shares of the company granted by any incentive object in the incentive plan through all equity incentive plans within the validity period shall not exceed 1% of the total share capital of the company. (III) validity period, grant date and ownership arrangement of restricted shares
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. Grant date of this 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 in accordance with relevant regulations within 60 days after the deliberation and approval of the general meeting of shareholders, grant restricted shares to incentive objects and complete the announcement. 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 under the incentive plan will be vested in several times according to the agreed proportion after the incentive object meets the corresponding attribution conditions
