Securities abbreviation: Jack Sewing Machine Co.Ltd(603337) securities code: 603337 Shanghai Rongzheng Investment Consulting Co., Ltd
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Jack Technology Co., Ltd
2022 stock option and restricted stock incentive plan (Revised Draft)
of
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 of incentive objects 7 (II) source and number of underlying shares 7 (III) distribution of stock options and restricted shares 8 (IV) schedule of incentive plan 9 (V) exercise / grant price of stock options and restricted stocks 13 (VI) assessment of incentive plan 14 (VII) other contents of the incentive plan 19 v. opinions of independent financial adviser 20 (I) verification opinions on whether the incentive plan meets the provisions of policies and regulations 20 (II) verification opinions on the feasibility of the company's implementation of incentive plan 20 (III) verification opinions on the scope and qualification of incentive objects 21 (IV) verification opinions on the amount of equity granted under the incentive plan 21 (V) verification opinions on the determination method of equity exercise / grant price of incentive plan (VI) verification opinions on whether the listed company provides any form of financial assistance to the incentive object 23 (VII) verification opinions on whether the incentive plan damages the interests of the listed company and all shareholders. 23 (VIII) financial opinions on the implementation of the incentive plan by the company 24 (IX) opinions on the impact of the company's implementation of the incentive plan on the sustainable operation ability and shareholders' rights and interests of listed companies. 25 (x) opinions on the rationality of the performance appraisal system and appraisal management measures of listed companies 25 (XI) other matters that should be explained 26 VI. documents for future reference and consultation methods 27 1. Documents for future reference 27 2. Consultation method 27 I. interpretation 1 Jack Sewing Machine Co.Ltd(603337) . Company: refers to Jack Technology Co., Ltd. 2. Independent financial consultant: refers to Shanghai Rongzheng Investment Consulting Co., Ltd. 3. Independent financial advisory report: refers to the independent financial advisory report of Shanghai Rongzheng Investment Consulting Co., Ltd. on the 2022 stock option and restricted stock incentive plan of Jack Technology Co., Ltd. (Revised Draft). 4. This plan and incentive plan refer to the 2022 stock option and restricted stock incentive plan of Jack Technology Co., Ltd. 5. Stock options and options: the company grants the incentive object the right to purchase a certain number of shares of the company at a predetermined price and conditions within a certain period of time in the future. 6. Restricted stock: the listed company grants a certain amount of company stock to the incentive object according to the predetermined conditions. The incentive object can sell the restricted stock and benefit from it only if the working years or performance objectives meet the conditions specified in the equity incentive plan. 7. Incentive object: refers to the company's directors, senior managers, core managers and core management of subsidiaries who obtain stock options / restricted shares in accordance with the plan. 8. Grant date: the date on which the rights and interests of the incentive object are granted. The grant date must be the trading day. 9. Waiting period: the period from the date of completion of registration of stock option grant to the date of stock option exercise. 10. Exercise: the behavior that the incentive object purchases the underlying stock according to the conditions set in the incentive plan. 11. Vesting date: the date on which the incentive object can start exercising the right. The vesting date must be the trading day. 12. Exercise price: the price at which the incentive object purchases the company's shares determined in the incentive plan. 13. Exercise conditions: the conditions that must be met for the incentive object to exercise stock options according to the incentive plan. 14. Grant price: the price of each restricted stock granted by the company to the incentive object. 15. Term of validity: from the date when the registration of stock option / restricted stock grant is completed to the date when the exercise of stock option granted to the incentive object is completed or expired and all restricted shares are lifted or repurchased and cancelled. 16. Restricted sale period: the period during which the restricted shares granted to the incentive object under the plan are prohibited from being transferred, used for guarantee and debt repayment. 17. Release period: the period during which the restricted shares held by the incentive object can be released and listed for circulation after the release conditions specified in the plan are met. 18. Conditions for lifting the restrictions on sale: refer to the conditions that must be met for the lifting of the restrictions on the sale of restricted shares.
19. Total share capital: refers to the total issued share capital of the company when the incentive plan is announced. 20. Administrative measures: refers to the administrative measures for equity incentive of listed companies. 21. Company Law: refers to the company law of the people's Republic of China. 22. Securities Law: refers to the securities law of the people's Republic of China. 23. Articles of association: refers to the articles of association of Jack Technology Co., Ltd. 24. Assessment management measures: refers to the assessment management measures for the implementation of stock option and restricted stock incentive plan of Jack Technology Co., Ltd. in 2022. 25. CSRC: refers to the China Securities Regulatory Commission. 26. Exchange: refers to Shanghai Stock Exchange. Refers to RMB 27.
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 Jack Sewing Machine Co.Ltd(603337) . 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, without any omission, 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 expresses opinions on whether the incentive plan is fair and reasonable to Jack Sewing Machine Co.Ltd(603337) shareholders, the impact on shareholders' rights and interests and the sustainable operation of the listed company, does not constitute any investment suggestions for Jack Sewing Machine Co.Ltd(603337) , and does not bear any responsibility for the possible risks arising from any investment decisions made by investors based on 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 advisor requests Jack Sewing Machine Co.Ltd(603337) all shareholders to carefully read the relevant information about the incentive plan publicly disclosed by the listed company.
(V) based on the principle of being diligent, prudent and responsible to Jack Sewing Machine Co.Ltd(603337) all shareholders, the independent financial consultant conducted in-depth investigation on the matters involved in the incentive plan and carefully reviewed the relevant materials. The scope of investigation includes the articles of association, salary management measures, resolutions of 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 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 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) Jack Sewing Machine Co.Ltd(603337) the relevant documents issued for the 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 the 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 incentive plan
The 2022 stock option and restricted stock incentive plan is formulated and revised by the nomination and Remuneration Committee of listed companies. According to the current policy environment and the actual situation of Jack Sewing Machine Co.Ltd(603337) , it is a long-term incentive plan for directors, senior managers, core managers and professionals of the company. This report of the independent financial adviser will give professional opinions on this incentive plan. (I) scope of incentive objects
The total number of incentive objects granted for the first time in this incentive plan is 219, including:
1. Directors and senior managers of the company;
2. Core managers and professionals.
Among the above incentive objects, directors must be elected by the general meeting of shareholders of the company, and senior managers must be appointed by the board of directors of the company. All incentive objects must have employment or labor relations with the company or its branches and subsidiaries when the company grants stock options and restricted shares and within the assessment period of this incentive plan.
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. (II) source and quantity of underlying stock
The subject stock involved in this plan comes from the company's A-share common stock issued by the company to the incentive object.
The incentive plan plans to grant 9.5 million rights and interests to the incentive objects, involving RMB A-share common shares, accounting for about 2.13% of the company's total share capital of 44586852 shares on the announcement date of the revised draft of the incentive plan. Among them, 7.714 million were granted for the first time, accounting for about 1.73% of the total share capital of the company on the announcement date of the incentive plan and 81.20% of the total rights and interests to be granted under the incentive plan; 1786000 reserved grants, accounting for about 0.40% of the total share capital of the company on the announcement date of the incentive plan and about 18.80% of the total rights and interests to be granted in the incentive plan. The reserved part does not exceed 20% of the total equity to be granted this time. The details of the grant are as follows:
Stock option incentive plan: the company plans to grant 4.75 million stock options to incentive objects, involving RMB A-share ordinary shares, accounting for about 1.07% of the total share capital of the company on the announcement date of the revised draft of the incentive plan. Among them, 3857000 stock options were granted for the first time, accounting for about 0.87% of the total share capital of the company on the announcement date of the incentive plan and 81.20% of the total number of stock options to be granted in the incentive plan; 893000 stock options are reserved for grant, accounting for about 0.20% of the total share capital of the company on the announcement date of the incentive plan and about 18.80% of the total stock options to be granted in the incentive plan. Each stock option granted to the incentive object has the right to purchase one share of the company's shares at the exercise price within the validity period when the exercise conditions are met.
Restricted stock incentive plan: the company plans to grant 4.75 million restricted shares to the incentive objects, involving RMB A-share ordinary shares, accounting for about 1.07% of the total share capital of the company on the announcement date of the revised draft of the incentive plan, of which 3.857 million restricted shares are granted for the first time, accounting for about 0.87% of the total share capital of the company on the announcement date of the incentive plan, Accounting for about 81.20% of the total number of restrictions to be granted under the incentive plan; 893000 restricted shares are reserved for grant, accounting for about 0.20% of the total share capital of the company on the announcement date of the incentive plan and about 18.80% of the total number of restricted shares to be granted in the incentive plan.
During the period from the date of announcement of the revised draft of the incentive plan to the completion of the exercise of stock options or the registration of restricted shares 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 restricted shares and the total number of underlying shares involved will be adjusted accordingly. (III) distribution of stock options and restricted shares
The distribution of stock options granted by the incentive plan among incentive objects is shown in the table below:
The proportion of stock options granted to the share capital of the granted shares to the total number of options (10000) at present
1 Qiu Yangyou, director and deputy general manager 10.10 2.13% 0.02% Manager
2 Ruan Linbing, director and deputy general manager 7.30 1.54% 0.02% Manager
3 Wu Li, deputy general manager 9.80 2.06% 0.02%
4. Chief financial officer and director
Xie yunjiao Secretary 9.80 2.06% 0.02%
Operation and management personnel (215 persons) 348.70 73.41% 0.78%
Reserved part 89.30 18.80% 0.20%
Total 475.00 100.00% 1.07%
Note: 1. Any of the above incentive objects passes the
