Securities code: 600963 company abbreviation: Yueyang Forest & Paper Co.Ltd(600963) Shanghai Rongzheng Investment Consulting Co., Ltd
about
Yueyang Forest & Paper Co.Ltd(600963)
2020 restricted stock incentive plan
Matters related to reservation grant
of
Independent financial advisor Report
February 2022
catalogue
1、 Interpretation 3 II. Statement 5 III. basic assumptions 6 IV. opinions of independent financial adviser 7 (I) authorization and approval of this incentive plan 7 (II) description of the achievement of the award conditions of the incentive plan 9 (III) specific conditions of reserved grants in this incentive plan 10 (IV) description of the impact of the implementation of this grant on the financial status and operating results of relevant years 13 (V) concluding observations 13 v. documents for future reference and consultation methods 14 I. interpretation 1 Yueyang Forest & Paper Co.Ltd(600963) . Company: refers to Yueyang Forest & Paper Co.Ltd(600963) . 2. This restricted stock incentive plan, this incentive plan and incentive plan refer to the 2020 restricted stock incentive plan of Yueyang Forest & Paper Co.Ltd(600963) Co., Ltd. 3. Restricted shares: the company grants a certain number of company shares to the incentive object according to the conditions and prices specified in the incentive plan. The restricted sale period of such shares is set for a certain period of time. The restricted sale and circulation can be lifted only after the conditions for lifting the restricted sale specified in the incentive plan are met. 4. Incentive object: refers to the company's directors, senior managers, middle managers, core technology (business) backbone personnel and other personnel that the board of Directors considers should be encouraged to obtain restricted shares in accordance with the incentive plan. 5. Grant date: refers to the date on which restricted shares are granted to the incentive object. The grant date must be the trading day. 6. Grant price: the price of each restricted stock granted by the company to the incentive object. 7. Validity period: refers to the period from the date of completion of the registration of the grant of restricted shares to the date when all the restricted shares granted to the incentive object are lifted or repurchased. 8. Restricted sale period: the period during which the restricted shares granted to the incentive object according to the incentive plan are prohibited from being transferred, used for guarantee and debt repayment shall be calculated from the date of completion of the registration of the granting of restricted shares. 9. 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 incentive plan are met. 10. Conditions for lifting the restriction on sale: refers to the conditions that must be met for the equity obtained by the incentive object of the incentive plan to lift the restriction on sale. 11. Total share capital: refers to the total issued share capital of the company when the incentive plan is considered and approved by the general meeting of shareholders. 12. Administrative measures: refers to the administrative measures for equity incentive of listed companies. 13. Company Law: refers to the company law of the people's Republic of China. 14. Securities Law: refers to the securities law of the people's Republic of China. 15. Articles of association: refers to the Yueyang Forest & Paper Co.Ltd(600963) articles of association. 16. Regulatory notice: refers to the notice on issues related to regulating the implementation of equity incentive system by state-owned holding listed companies (Guo Zi FA FA FA FA FA Fa [2008] No. 171). 17. Trial Measures: refers to the Trial Measures for the implementation of equity incentive by state-owned holding listed companies (domestic) (Guo Zi FA FA FA FA FA Fa [2006] No. 175). 18. Work guidelines: refers to the notice on printing and distributing the guidelines for the implementation of equity incentive by listed companies controlled by central enterprises
19. CSRC: refers to the China Securities Regulatory Commission. 20. Stock Exchange: refers to Shanghai Stock Exchange. 21. RMB: refers to RMB.
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 Yueyang Forest & Paper Co.Ltd(600963) . 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 reserved grant of the restricted stock incentive plan is fair and reasonable to the shareholders of Yueyang Forest & Paper Co.Ltd(600963) 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 Yueyang Forest & Paper Co.Ltd(600963) and the possible risks to any investment decisions made by 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 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, resolutions of the previous board of directors and general meetings of shareholders Financial reports of relevant companies 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 laws, regulations and normative documents such as the company law, the securities law, the administrative measures, the trial measures, the regulatory notice and the work guidelines, 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 the incentive plan can fully perform their fiduciary obligations in accordance with the incentive plan and the relevant fiduciary provisions;
(VI) there is no significant adverse impact caused by other unpredictable and force majeure factors.
4、 Opinions of independent financial adviser (I) authorization and approval of the incentive plan
1. On December 31, 2020, the company held the 27th meeting of the seventh board of directors, deliberated and adopted the proposal on the company's 2020 restricted stock incentive plan (Draft) and its summary, and the proposal on the company's measures for the assessment and management of the implementation of 2020 restricted stock incentive plan Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company's 2020 restricted stock incentive plan and other relevant proposals.
The independent directors of the company expressed independent opinions on the relevant proposals of the incentive plan.
On the same day, the company held the 10th meeting of the 7th board of supervisors, deliberated and passed the proposal on the company's 2020 restricted stock incentive plan (Draft) and its summary, the proposal on the company's assessment and management measures for the implementation of 2020 restricted stock incentive plan, and the proposal on the company's list of incentive objects of 2020 restricted stock incentive plan. The board of supervisors of the company verified the relevant matters of the incentive plan and issued relevant verification opinions.
2. On April 3, 2021, the company posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) The announcement on the approval of the 2020 restricted stock incentive plan by the state owned assets supervision and Administration Commission of the State Council was disclosed, The company obtained the reply of the state owned assets supervision and Administration Commission of the State Council (hereinafter referred to as "SASAC") on Yueyang Forest & Paper Co.Ltd(600963) implementing the restricted stock incentive plan (gzkp [2021] No. 145) forwarded by the actual controller China Chengtong Holding Group Co., Ltd., and the SASAC of the state Council agreed in principle to the company's implementation of the restricted stock incentive plan.
3. From April 12, 2021 to April 22, 2021, the company publicized the names and positions of the proposed incentive objects in the incentive plan within the company. During the publicity period, the board of supervisors of the company received the appeal of some employees who wanted to become the first incentive object. According to the relevant provisions of the notice on printing and distributing the guidelines for the implementation of equity incentive by listed companies controlled by central enterprises and the Yueyang Forest & Paper Co.Ltd(600963) 2020 restricted stock incentive plan (Draft) (hereinafter referred to as the "incentive plan (Draft)", Explained and explained; As of the expiration of the publicity period, no other objections to the proposed incentive objects of the incentive plan have been received. On April 24, 2021, the company posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) Disclosed the announcement and verification opinions of the board of supervisors on the list of incentive objects first granted by the company's 2020 restricted stock incentive plan.
4. On April 20, 2021, the company posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) The announcement on public solicitation of entrusted voting rights by independent directors was disclosed. According to the entrustment of other independent directors of the company, Cao Yue, an independent director, as the collector, solicited voting rights from all shareholders of the company on the relevant proposals of the company's 2020 restricted stock incentive plan deliberated at the 2020 annual general meeting.
5. On April 30, 2021, the company held the 2020 annual general meeting of shareholders, deliberated and passed the proposal on the company's 2020 restricted stock incentive plan (Draft) and its summary, and the proposal on the company's measures for the assessment and management of the implementation of 2020 restricted stock incentive plan Proposal of the board of directors on handling the incentive plan of the company in 2020.
6. On May 6, 2021, the company posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) Disclose the self inspection report on insider information of the company's 2020 restricted stock incentive plan and insider trading of the company's shares.
7. According to the authorization of the 2020 annual general meeting of shareholders, on June 7, 2021, the company held the 31st meeting of the seventh board of directors, deliberated and adopted the proposal on adjusting the relevant matters of the 2020 restricted stock incentive plan and the proposal on granting restricted stock tickets to incentive objects for the first time. The independent directors of the company expressed independent opinions on the above matters.
On the same day, the company held the 15th meeting of the 7th board of supervisors, deliberated and approved the proposal on adjusting the relevant matters of the 2020 restricted stock incentive plan and the proposal on granting restricted shares to incentive objects for the first time, and verified the list of incentive objects granted restricted shares this time.
8. On November 30, 2021, the company held the 40th meeting of the 7th board of directors and the 18th meeting of the 7th board of supervisors, and deliberated and adopted the proposal on suspending the granting of restricted shares to incentive objects in the 2020 restricted stock incentive plan. The board of directors of the company decided to grant 900000 restricted shares to Liu Jianguo, the incentive object whose grant was suspended, at the grant price of RMB 2.45057/share. The independent directors of the company expressed their independent opinions, and the board of supervisors verified the achievement of the rights and interests granted to the incentive objects on the grant date and issued verification opinions; The law firm issued the corresponding legal opinion.
9. According to the authorization of the 2020 annual general meeting of shareholders, on February 11, 2022, the company held the third meeting of the eighth board of directors, deliberated and adopted the proposal on granting reserved restricted shares to incentive objects. The independent directors of the company expressed independent opinions on the above matters. On the same day, the company held the second meeting of the eighth board of supervisors, deliberated and approved the proposal on granting reserved restricted shares to incentive objects, and verified the list of incentive objects granted restricted shares this time.
After verification, the financial consultant believes that as of the date of issuance of this report, Yueyang Forest & Paper Co.Ltd(600963) reserved restricted shares granted to incentive objects have obtained necessary approval and authorization, which is in line with the relevant provisions of the management measures and the company's incentive plan. (II) description of the achievement of the reserved grant conditions of the incentive plan
According to the provisions on the granting conditions of restricted shares in the incentive plan (Draft), the incentive object shall meet the following conditions at the same time:
1. The company is not under any of the following circumstances:
(1) The financial and accounting report of the most recent fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant;
(2) The internal control of the financial report of the latest fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant;
(3) Failure to distribute profits in accordance with laws and regulations, the articles of association and public commitments within the last 36 months after listing;
(4) Equity incentive is not allowed according to laws and regulations;
(5) Other circumstances recognized by the CSRC.
2. The incentive object does not have any of the following situations:
(1) Being identified as an inappropriate candidate by the stock exchange within the last 12 months;
(2) In the last 12 months, it has been identified as an inappropriate candidate by the CSRC and its dispatched offices;
(3) Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations in the last 12 months;
(4) Those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law;
(5) Those who are not allowed to participate in the equity incentive of listed companies according to laws and regulations;
(6) Other circumstances recognized by the CSRC.
After verification, the financial advisor believes that: Yueyang Forest & Paper Co.Ltd(600963) there is no situation that restricted shares cannot be granted according to the incentive plan (Draft) and relevant laws and regulations; The incentive objects to be reserved for granting restricted shares this time meet the conditions for granting Restricted Shares specified in the incentive plan. Restricted shares of the company
