Securities abbreviation: Sunwoda Electronic Co.Ltd(300207) securities code: 300207 Shanghai Rongzheng Investment Consulting Co., Ltd
about
Sunwoda Electronic Co.Ltd(300207)
Matters related to the adjustment and grant of restricted stock and stock option incentive plan in 2022
of
Independent financial advisor Report
February, 2002
catalogue
Chapter I interpretation one
Chapter II statement three
Chapter III basic assumptions Chapter IV opinions of independent financial advisers 5 I. the approval procedures of the second type of restricted stock and stock option incentive plan 5 II. Description of the difference between the equity incentive plan implemented this time and the equity incentive plan approved by the general meeting of shareholders 6 III. description of the achievement of the conditions for the first grant of class II restricted shares and stock options 7 IV. the granting of class II restricted shares and stock options 7 v. description of the impact of the implementation of this incentive plan on the financial status and operating results of relevant years 11 VI. concluding observations Chapter V documents for future reference and consultation methods 13 I. documents for future reference 13 II. Consultation method 13 I
Chapter I interpretation
In this independent financial advisor report, unless otherwise specified, the following abbreviations have the following meanings: Sunwoda Electronic Co.Ltd(300207) , the company and the company refer to Sunwoda Electronic Co.Ltd(300207)
Independent financial consultant refers to Shanghai Rongzheng Investment Consulting Co., Ltd
The report of Shanghai Rongzheng Investment Consulting Co., Ltd. on Sunwoda Electronic Co.Ltd(300207) electronic independent financial consultant refers to the independent financial consultant report on matters related to the adjustment and grant of restricted stock and stock option incentive plan of Shanghai Rongzheng Investment Consulting Co., Ltd. in 2022
This incentive plan and this plan refer to the Sunwoda Electronic Co.Ltd(300207) 2022 restricted stock and stock option incentive plan (Draft)
The incentive objects who meet the grant conditions of this incentive plan will grant and register the A-share common shares of the company in batches according to the agreed proportion after meeting the corresponding conditions for classification into class II restricted shares
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 object refers to the person who meets the conditions for granting stock options / class II Restricted Shares specified in the incentive plan
Grant date and authorization date refer to the date on which the company grants rights and interests to the incentive object after the implementation of the incentive plan is approved. The grant date / authorization date must be the trading day
The grant price refers to the price per share of the company granted to the incentive object when the company grants the second type of restricted shares to the incentive object
From the date of the first grant of stock options / class II restricted shares to the date of expiration, which refers to the date when all the stock options granted to the incentive object are exercised or cancelled and all the class II restricted shares are vested or invalidated.
Attribution refers to the behavior that the listed company registers the shares in the account of the incentive object after the incentive object of the second type of restricted stock meets the benefit conditions
Attribution conditions refer to the benefit conditions established by the incentive plan for the incentive object to obtain the second type of restricted shares
Vesting date refers to the date on which the granted shares are registered after the incentive objects of class II restricted shares meet the benefit conditions. It must be the trading day
The waiting period refers to the time period between the corresponding grant date of the stock option and the vesting date of the stock option
Exercise refers to the behavior that the incentive object purchases the underlying 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 determined by the company when granting stock options to the incentive object and the incentive object purchases the company’s shares
Exercise conditions refer to the conditions that must be met by the incentive object to exercise the stock option according to the incentive plan
The Administrative Measures refer to the administrative measures for equity incentive of listed companies
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
Articles of association means the Sunwoda Electronic Co.Ltd(300207) articles of association
Listing Rules refers to the Shenzhen Stock Exchange GEM Listing Rules (revised in 2020)
CSRC refers to the China Securities Regulatory Commission
Stock exchange and Shenzhen Stock Exchange refer to Shenzhen Stock Exchange
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
Note: 1. Unless otherwise specified, the data quoted in this plan refers to the financial data in the consolidated statement or calculated from such financial data
Financial indicators; 2. If there is a difference in the mantissa between the sum of part of the total and each detail in the plan,
Is the result after rounding.
Chapter II declaration
Shanghai Rongzheng Investment Consulting Co., Ltd. (hereinafter referred to as “Rongzheng consulting”) is entrusted to act as an independent financial consultant for Sunwoda Electronic Co.Ltd(300207) (hereinafter referred to as ” Sunwoda Electronic Co.Ltd(300207) “, “listed company” and “company”) in 2022 restricted stock and stock option incentive plan, and prepare this independent financial consultant report.
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 Sunwoda Electronic Co.Ltd(300207) . All parties involved in the plan have guaranteed to the independent financial adviser that all documents and materials on which the independent financial adviser’s report is issued are legal, true, accurate, complete and timely, without any omission, false or misleading statements, and are responsible for their legality, authenticity, accuracy Responsible for 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 incentive plan for restricted shares and stock options of category II is fair and reasonable to the shareholders of Sunwoda Electronic Co.Ltd(300207) , and its impact on the shareholders’ rights and interests and the continuous operation of the listed company, which does not constitute any investment suggestions for Sunwoda Electronic Co.Ltd(300207) and the possible risks arising from any investment decisions made by the investors according to this report, The independent financial advisor assumes no responsibility.
(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 all shareholders of the listed company to carefully read the relevant information publicly disclosed by the listed company on the incentive plan for class II restricted shares and stock options.
(V) 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 adviser conducted in-depth investigation on the matters involved in the second type of restricted stock and stock option incentive plan and carefully reviewed relevant materials. The scope of 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 report is prepared in accordance with the requirements of the company law, securities law, administrative measures, listing rules and other laws, regulations and normative documents, and based on the relevant materials provided by the listed company.
Chapter III basic assumptions
The independent financial advisor’s report is based on the following assumptions:
1、 There is no significant change in the current relevant national laws, regulations and policies;
2、 The information provided and publicly disclosed by Sunwoda Electronic Co.Ltd(300207) is authentic, accurate, complete and timely;
3、 There are no other obstacles to the incentive plan, and all agreements involved can be effectively approved and finally completed on schedule;
4、 All parties involved in the implementation of the incentive plan shall be honest and trustworthy, and fully perform all their obligations in accordance with the company’s 2022 restricted stock and stock option incentive plan and relevant agreements;
5、 There is no significant adverse effect caused by other irresistible factors.
Chapter IV opinions of independent financial advisers
1、 The approval procedures of the second type of restricted stock and stock option incentive plan
Sunwoda Electronic Co.Ltd(300207) the 2022 restricted stock and stock option incentive plan has completed the necessary approval procedures:
1. On January 19, 2022, the company held the 23rd Meeting of the 5th board of directors, deliberated and adopted the proposal on the company’s 2022 restricted stock and stock option incentive plan (Draft) and its summary, and the proposal on the company’s assessment and management measures for the implementation of 2022 restricted stock and stock option incentive plan The independent directors of the company expressed independent opinions on the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s restricted stock and stock option incentive plan in 2022.
2. On February 19, 2022, the 23rd board of supervisors on stock incentive plan and restricted management plan of the company deliberated and adopted the proposal on stock option and its implementation Proposal on verifying the list of incentive objects of the company’s restricted stock and stock option incentive plan in 2022.
3. From January 20, 2022 to January 30, 2022, the company publicized the names and positions of the list of incentive objects to be granted on the company’s internal website. During the publicity period, the board of supervisors of the company did not receive any objection related to the proposed incentive objects of the incentive plan. On February 7, 2022, the company disclosed the verification opinions and publicity statement of the board of supervisors on the list of incentive objects of the 2022 restricted stock and stock option incentive plan.
4. On February 11, 2022, the company held the second extraordinary general meeting of shareholders in 2022, deliberated and approved the proposal on the company’s incentive plan for restricted stocks and stock options in 2022 (Draft) and its summary, and the proposal on the company’s assessment management measures for the implementation of incentive plan for restricted stocks and stock options in 2022 The proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s restricted stock and stock option incentive plan in 2022, and disclosed the self inspection report on the trading of the company’s shares by insiders with inside information about the restricted stock and stock option incentive plan in 2022.
5. On February 11, 2022, the company held the 25th meeting of the 5th board of directors and the 25th meeting of the 5th board of supervisors, and deliberated and adopted the proposal on adjusting the list of incentive objects and the number of awards of the 2022 restricted stock and stock option incentive plan and the proposal on granting the second type of restricted stock and stock option to incentive objects, The independent directors of the company expressed independent opinions on relevant matters, and the board of supervisors verified the list of incentive objects granted by the restricted stock and stock option incentive plan in 2022 and the granting arrangements.
In conclusion, the independent financial adviser believes that as of the date of issuance of this report, Sunwoda Electronic Co.Ltd(300207) the granting of class II restricted shares and stock options to incentive objects has obtained the necessary approval and authorization, which is in line with the relevant provisions of the management measures and the incentive plan. 2、 Explanation of the difference between the equity incentive plan implemented this time and the equity incentive plan approved by the general meeting of shareholders
The incentive plan was approved by the 23rd Meeting of the Fifth Board of directors and the second interim meeting in 2022
