Shanghai Xingong Yihe Enterprise Management Consulting Co., Ltd
about
Shanghai Baolijia Chemical Co.Ltd(301037)
Restricted stock incentive plan for 2021
Matters related to the first grant
of
Independent financial advisor Report
Independent financial advisor:
February, 2002
catalogue
Chapter one states that three
Chapter II interpretation five
Chapter III basic assumptions Chapter IV main contents of restricted stock incentive plan eight
1、 The stock source of this incentive plan eight
2、 Number of restricted shares to be granted eight
3、 Scope and distribution of incentive objects IV. the validity period, grant date, restricted sale period, release of restricted sale arrangement and lock up period of the incentive plan for the first type of restricted shares ten
5、 The validity period, grant date, ownership arrangement and lock up period of the second type of restricted stock incentive plan thirteen
6、 Conditions for the grant and release of restricted shares / ownership eighteen
7、 The grant price and determination method of restricted shares twenty-seven
8、 Other contents of restricted stock plan Chapter V approval procedures for the implementation of this restricted stock incentive plan Chapter VI the granting of restricted shares thirty
1、 Details of the first grant of restricted shares thirty
2、 The difference between the incentive plan implemented this time and the incentive plan adopted by the general meeting of shareholders Chapter VII description of the conditions of this restricted stock Grant thirty-two
1、 Restricted stock grant conditions thirty-two
2、 Description of the board of directors on the achievement of grant conditions 32 Chapter VIII verification opinions of independent financial adviser thirty-three
Chapter I declaration
Shanghai Xingong Yihe Enterprise Management Consulting Co., Ltd. (hereinafter referred to as “Xingong Yihe”) is entrusted to act as the independent financial adviser (hereinafter referred to as “the independent financial adviser”) of Shanghai Baolijia Chemical Co.Ltd(301037) (hereinafter referred to as ” Shanghai Baolijia Chemical Co.Ltd(301037) ” or “listed company”, “company”) 2021 restricted stock incentive plan (hereinafter referred to as “the incentive plan”) and prepare this report. The independent financial adviser’s report is in accordance with the relevant provisions of laws, regulations and normative documents such as 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 Listing Rules of Shenzhen Stock Exchange gem, the self regulatory guide No. 1 of Shenzhen Stock Exchange GEM listed companies – business handling, On the basis of the relevant information provided by Shanghai Baolijia Chemical Co.Ltd(301037) , issue the opinions of independent financial advisers for the reference of all shareholders and relevant parties of Shanghai Baolijia Chemical Co.Ltd(301037) .
1. The material information recorded or omitted in the financial report provided by the independent consultant is not true, or the financial consultant has provided the financial report on the basis of {103307} independent guarantee.
2. Based on the principle of diligence, prudence and due diligence to all shareholders of the listed company, and based on the principle of objectivity and impartiality, the independent financial advisor has conducted due diligence on the equity incentive matters, and has sufficient reasons to believe that there is no material difference between the professional opinions expressed and the documents disclosed by the listed company. And be responsible for the authenticity, accuracy and completeness of the independent financial adviser’s report.
3. The opinions expressed by the independent financial adviser are based on the following assumptions: there are no significant changes in the current national laws and regulations, and there are no significant changes in the national policies and market environment of the industry in which the listed company is located; There is no significant change in the social and economic environment of the region where the listed company is located; Shanghai Baolijia Chemical Co.Ltd(301037) and the documents provided by relevant parties are true, accurate and complete; 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; The incentive plan can be approved by the competent department without other obstacles and can be completed smoothly; There are no significant changes in the accounting policies and accounting systems currently implemented in this incentive plan; There are no significant adverse effects caused by other force majeure and unpredictable factors. 4. The independent financial advisor has no relationship with the listed company. The independent financial advisor issues an independent financial advisor report on this incentive plan in full accordance with the principles of objectivity and impartiality. At the same time, the independent financial adviser urges investors to carefully read the information publicly disclosed by relevant listed companies such as the Shanghai Baolijia Chemical Co.Ltd(301037) 2021 restricted stock incentive plan.
5. 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.
6. The independent financial advisor reminds investors that this report aims to express professional opinions on the feasibility of the incentive plan, whether it is conducive to the sustainable development of the listed company, whether it damages the interests of the listed company and its impact on the interests of shareholders, and does not constitute any investment suggestions for Shanghai Baolijia Chemical Co.Ltd(301037) and possible risks to any investment decisions made by investors according to this report, The independent financial advisor assumes no responsibility.
Chapter II interpretation
In this independent financial adviser’s report, unless the context specifies, the following abbreviations have the following meanings:
Interpretation item interpretation content
Shanghai Baolijia Chemical Co.Ltd(301037) . Listed companies and companies refer to Shanghai Baolijia Chemical Co.Ltd(301037)
Restricted stock incentive plan, this incentive plan, refers to the Shanghai Baolijia Chemical Co.Ltd(301037) 2021 restricted share capital plan and ticket incentive plan
Shanghai Xingong Yihe Enterprise Management Consulting Co., Ltd. on the previous report and the independent financial consultant’s report refer to the independent financial consultant’s report on matters related to the first grant of restricted stock incentive plan in 2021 of Haihai Shanghai Baolijia Chemical Co.Ltd(301037) Chemical Co., Ltd
Independent financial consultant and Xingong Yihe refers to Shanghai Xingong Yihe Enterprise Management Consulting Co., Ltd
The first type of restricted stock refers to the shares of the company whose transfer and other rights are restricted according to the conditions specified in the incentive plan
The second type of restricted stock refers to 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 benefit conditions
According to the provisions of this incentive plan, the incentive objects of the company that obtains restricted shares refer to directors, senior managers, middle managers and core technicians (including subsidiaries)
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 determined by the company when granting restricted shares to the incentive object and the incentive object obtains the shares of the company
The conditions for the incentive object to exercise the rights and interests set in the incentive plan are still limited. The restricted sale period refers to the period during which the restricted shares cannot be transferred, used to guarantee or repay the debts, which is calculated from the date when the incentive object is granted the restricted shares
After the completion of the conditions for lifting the restrictions on sales stipulated in the incentive plan, the incentive period for lifting the restrictions on sales refers to the period during which the restricted shares held by the incentive plan are lifted and can be listed and circulated
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
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 date refers to the date when the authorized shares are registered after the restricted stock incentive object meets the benefit conditions. The vesting date must be the trading day
Attribution conditions refer to the benefit conditions set up by the restricted stock incentive plan, and the incentive object is to obtain the incentive stock
The term of validity refers to the period from the date of grant of restricted shares to the date of grant of incentive objects
Until the date when the restriction on sale / ownership of all institutional shares is lifted or the cancellation / invalidation of repurchase is invalid
Remuneration Committee refers to the remuneration and assessment committee of the board of directors of the company
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shenzhen Stock Exchange
China Securities Depository and Clearing Corporation refers to Shenzhen Branch of China Securities Depository and Clearing Corporation Limited
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
The 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 means the Shanghai Baolijia Chemical Co.Ltd(301037) articles of association
The company’s assessment management measures refer to the assessment management measures for the implementation of Shanghai Baolijia Chemical Co.Ltd(301037) 2021 restricted stock incentive plan
Yuan / 10000 yuan / 100 million yuan refers to RMB yuan / 10000 yuan / 100 million yuan, the legal currency unit of the people’s Republic of China
Chapter III basic assumptions
The independent financial advisor’s report is based on the following basic assumptions:
(I) there is no significant change in the current relevant national laws, regulations and policies;
(II) the materials and information provided and publicly disclosed by Shanghai Baolijia Chemical Co.Ltd(301037) are true, accurate and complete;
(III) there are no other obstacles to the equity incentive plan, and all agreements involved can be effectively approved and finally completed on schedule;
(IV) all parties involved in the implementation of the equity incentive plan can follow the principle of good faith and follow the plan of the equity incentive plan
Chapter IV main contents of restricted stock incentive plan
Shanghai Baolijia Chemical Co.Ltd(301037) this restricted stock incentive plan was drafted by the Remuneration Committee under the board of directors of the listed company, which was deliberated and adopted at the fourth meeting of the third board of directors and the first extraordinary general meeting of shareholders in 2022.
1、 Stock source of this incentive plan
This incentive plan includes the first category of restrictions
