Securities abbreviation: Zhejiang Zhongxin Fluoride Materials Co.Ltd(002915) securities code: 002915 Shanghai Rongzheng Investment Consulting Co., Ltd
about
Zhejiang Zhongxin Fluoride Materials Co.Ltd(002915)
Restricted stock incentive plan for 2021
Reserved grant items
of
Independent financial advisor Report
February, 2002
catalogue
1、 Interpretation 3 II. Statement 4 III. basic assumptions 5 IV. authorization and approval of the incentive plan 6 v. the granting of restricted shares Vi. description of the conditions of this restricted stock Grant 10 VII. Verification opinions of the independent financial adviser 11 I. interpretation
In this independent financial adviser report, unless the context specifies, the following abbreviations have the following meanings: Zhejiang Zhongxin Fluoride Materials Co.Ltd(002915) , the company, the company and the listed company refer to Zhejiang Zhongxin Fluoride Materials Co.Ltd(002915) restricted stock incentive plan, this incentive plan and Zhejiang Zhongxin Fluoride Materials Co.Ltd(002915) restricted share capital plan in 2021
According to the conditions and prices specified in the incentive plan, the company grants restricted shares, which refer to a certain number of company shares of the incentive object. Such shares are set with a certain period of restricted sale period. The restricted sale and circulation can be lifted only after the conditions for lifting the restricted sale specified in the incentive plan are met
According to the provisions of this incentive plan, the incentive objects of the company that obtains restricted shares refer to the directors, senior managers, middle managers and core technical (business) personnel (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 of each restricted stock granted by the company to the incentive object
The restricted sale period refers to the period during which the restricted shares granted to the incentive object under the incentive plan are prohibited from being transferred, used for guarantee and debt repayment
After the completion of the conditions for lifting the restrictions on sales stipulated in the incentive plan, the incentive lifting restriction period refers to the period during which the restricted shares held by the object can be lifted and listed for circulation
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
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
The self regulatory guide refers to the self regulatory guide for listed companies of Shenzhen Stock Exchange No. 1 - business handling
The articles of association refers to the Zhejiang Zhongxin Fluoride Materials Co.Ltd(002915) articles of association
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shenzhen Stock Exchange
Yuan means RMB yuan
2、 Statement
(I) the documents and materials on which the independent financial adviser's report is based are provided by Zhejiang Zhongxin Fluoride Materials Co.Ltd(002915) . 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 Zhejiang Zhongxin Fluoride Materials Co.Ltd(002915) shareholders, the impact on shareholders' rights and interests and the sustainable operation of the listed company, does not constitute any investment suggestions for Zhejiang Zhongxin Fluoride Materials Co.Ltd(002915) , 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 consultant requests all shareholders of the listed company to carefully read the relevant information about the 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 consultant has conducted in-depth investigation on the matters involved in the incentive plan and carefully reviewed the relevant materials. The scope of the investigation includes the listed company's articles of association, salary management measures, resolutions of previous board of directors and shareholders' meetings 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, the administrative measures and the guide to self regulatory supervision, and based on the relevant materials provided by listed companies. 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 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 this 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、 Authorization and approval of this incentive plan
1. February 4, 2021, The 13th meeting of the 5th board of directors of the company deliberated and approved the proposal on the company's 2021 restricted stock incentive plan (Draft) and summary, the proposal on the measures for the implementation and assessment of the company's 2021 restricted stock incentive plan, and the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the company's 2021 restricted stock incentive plan, On the same day, the 12th meeting of the 5th board of supervisors of the company reviewed the relevant proposals of the incentive plan and verified the list of incentive objects of the incentive plan. The independent directors of the company expressed independent opinions on the incentive plan.
2. On February 5, 2021, the company publicized the list and positions of incentive objects through the company's official website from February 5, 2021 to February 21, 2021. During the publicity period, the board of supervisors of the company did not receive any objection to the proposed incentive objects. The board of supervisors checked the list of incentive objects granted by the incentive plan. For details, the company posted on cninfo website (http: / / www.cinnfo. Com. CN.) on February 24, 2021 Disclosure of the announcement and verification opinions of the board of supervisors on the list of incentive objects first granted by the restricted stock incentive plan in 2021.
3. On March 1, 2021, The first extraordinary general meeting of the company in 2021 deliberated and passed the proposal on the company's 2021 restricted stock incentive plan (Draft) and summary, the proposal on the measures for the implementation and assessment of the company's 2021 restricted stock incentive plan, and the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company's 2021 restricted stock incentive plan. On March 2, 2021, the company disclosed the self inspection report on the trading of shares of the company by insiders and incentive objects of the restricted stock incentive plan in 2021.
4. On March 1, 2021, the 14th meeting of the 5th board of directors and the 13th meeting of the 5th board of supervisors deliberated and adopted the proposal on granting restricted shares to incentive objects for the first time. The independent directors of the company expressed independent opinions on this, agreed that the board of directors of the company granted restricted shares to the incentive object for the first time, considered that the subject qualification of the incentive object was legal and effective, and the determined grant date met the relevant provisions.
5. On February 11, 2022, the 21st Meeting of the 5th board of directors and the 19th meeting of the 5th board of supervisors deliberated and adopted the proposal on reserving and granting restricted shares to incentive objects. The independent directors of the company expressed their independent opinions on this, holding that the reserved grant conditions have been achieved, the subject qualification of the incentive object is legal and effective, and the determined grant date meets the relevant provisions. The board of supervisors verified the list of some incentive objects reserved and granted and issued verification opinions.
In conclusion, the independent financial adviser believes that as of the date of issuance of the independent financial adviser's report, Zhejiang Zhongxin Fluoride Materials Co.Ltd(002915) the restricted shares reserved and granted by the board of directors have obtained the necessary approval and authorization, which is in line with the relevant provisions of the management measures and the company's incentive plan. 5、 The granting of restricted shares
(I) grant date
According to Zhejiang Zhongxin Fluoride Materials Co.Ltd(002915) the 21st Meeting of the Fifth Board of directors, the reserved grant date of this restricted stock is February 11, 2022.
(II) source of restricted shares and number of shares granted
1. Restricted source of stock
According to the restricted stock incentive plan in 2021, the source of restricted stock granted to the incentive object this time is the company's A-share common stock issued by the company to the incentive object.
2. Number of restricted shares reserved for grant
The number of restricted shares reserved for grant is 500000 shares.
(III) the grant price of restricted shares reserved for grant is 13.49 yuan / share.
The grant price of reserved restricted shares shall not be lower than the par value of the shares, and shall not be lower than the higher of the following prices:
1. 50% of the average trading price of the company's shares on the previous trading day (total trading volume of shares on the previous trading day / total trading volume of shares on the previous trading day) of 23.18 yuan per share, which is 11.60 yuan per share;
2. 50% of the average trading price of the company's shares in the 20 trading days prior to the announcement of the resolution of the board of directors on the granting of reserved restricted shares (the total trading volume of shares in the first 20 trading days / the total trading volume of shares in the first 20 trading days) of 26.98 yuan per share is 13.49 yuan per share.
(IV) distribution of restricted shares of the grant object
The proportion of restricted shares granted by name and position in the proportion of restricted shares to be reserved for grant to the total number of votes (10000 shares) in the current total share capital of the company
Middle management and core technology 50.00 100% 0.21%
(business) personnel (17 persons)
Total 50.00 100% 0.21%
Note: (1) the shares of the company granted by any of the above incentive objects through all effective equity incentive plans do not exceed 1.00% of the total share capital of the company at the time of announcement of the draft incentive plan. Targets involved in all effective incentive plans of the company
The total number of shares shall not exceed 10.00% of the total share capital of the company at the time of announcement of the draft incentive plan.
(2) If the total number in the above table is inconsistent with the mantissa of the sum of the sub item values, it is caused by rounding.
(V) sales restriction period and arrangements for lifting the restrictions
1. Restriction period and lifting of restriction arrangement
The restricted sale period of some restricted shares reserved for grant in the incentive plan is the listing of restricted shares reserved for grant
12 months, 24 months. The restricted shares granted to the incentive object under the incentive plan are restricted in the market
It shall not be transferred, used to guarantee or repay debts during the period.
After the expiration of the sales restriction,
