Shenzhen Tashan Enterprise Management Consulting Co., Ltd
Report of the independent financial adviser on the first phase of the employee stock ownership plan (Draft) of the Yuan Longping High-Tech Agriculture Co.Ltd(000998) long term service plan
February, 2002
catalogue
interpretation...... 3 declare that 4 I. main contents of employee stock ownership plan 5 (I) capital source and capital scale of employee stock ownership plan 5 (II) criteria for determining the participants of the employee stock ownership plan 5 (III) share subscription of employee stock ownership plan 5 (IV) stock source, scale and purchase price of employee stock ownership plan 6 (V) duration and lock-in period of employee stock ownership plan 8 (VI) assessment criteria of employee stock ownership plan 9 (VII) other contents of employee stock ownership plan 11 II. Opinions of independent financial advisor 12 (I) verification opinions on the feasibility of implementing ESOP 12 (II) verification opinions on the impact of the implementation of employee stock ownership plan on the company's sustainable operation ability and shareholders' equity 14 (III) verification opinions on whether the implementation of employee stock ownership plan damages the interests of the company and all shareholders 14 III. documents and places for future reference 15 (I) documents for future reference 15 (II) location for future reference fifteen
interpretation
In this report, unless the context otherwise requires, the following words have the following meanings:
Yuan Longping High-Tech Agriculture Co.Ltd(000998) . The company refers to Yuan Longping High-Tech Agriculture Co.Ltd(000998)
This employee stock ownership plan and this plan refer to the second part of Yuan Longping High-Tech Agriculture Co.Ltd(000998) long term service plan
Phase I employee stock ownership plan
The employee stock ownership plan (Draft) refers to the implementation of the Yuan Longping High-Tech Agriculture Co.Ltd(000998) long term service plan
Phase I employee stock ownership plan of the plan (Draft)
Holder refers to the person who actually contributes to participate in the employee stock ownership plan
Holder's meeting refers to the meeting of holders of the employee stock ownership plan
Management Committee refers to the Management Committee of the employee stock ownership plan
The measures for the administration of employee stock ownership plans refer to the provisions of the Yuan Longping High-Tech Agriculture Co.Ltd(000998) long term service plan
Management measures for phase I employee stock ownership plan
The guiding opinions refer to the guiding opinions on the pilot implementation of ESOP by listed companies
The standardized operation guidelines refer to the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - Main
Standardized operation of listed companies on the board
The underlying stock refers to Yuan Longping High-Tech Agriculture Co.Ltd(000998) A shares of common stock
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 articles of association refers to the Yuan Longping High-Tech Agriculture Co.Ltd(000998) articles of association
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
The independent financial consultant refers to Shenzhen Tashan Enterprise Management Consulting Co., Ltd
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
Statement
He Shan consulting is entrusted to act as an independent financial consultant for the first phase of the Yuan Longping High-Tech Agriculture Co.Ltd(000998) long-term service plan employee stock ownership plan and issue this report. For the issuance of this report, the independent financial advisor hereby makes the following statement:
1. This report is prepared in accordance with the provisions of laws, regulations and normative documents such as the company law, the securities law, the guiding opinions and the guidelines for standardized operation, and based on the relevant materials and information provided by the company. The company has guaranteed that the relevant materials and information provided about the employee stock ownership plan are true, accurate and complete, and there are no false records, misleading statements or major omissions.
2. The independent financial advisor only gives professional opinions on the feasibility of the employee stock ownership 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. It does not constitute any investment suggestions to the listed company and the possible risks to any investment decisions made by investors according to this report, The independent financial advisor assumes no responsibility.
3. The opinions expressed in this report are based on the following assumptions: there is no significant change in the current relevant national laws, regulations and policies; There is no significant change in the market, economic and social environment of the region and industry where the company is located; The materials and information provided by the company are true, accurate and complete; All parties involved in the employee stock ownership plan can fully and properly perform all obligations in good faith in accordance with the terms of the employee stock ownership plan and relevant agreements; The employee stock ownership plan has no other obstacles and can be completed smoothly; There are no other force majeure and unpredictable factors causing significant adverse effects. 4. The independent financial consultant issues this report in accordance with the principles of objectivity, impartiality and good faith. This report is only for the purpose of the company's plan to implement the employee stock ownership plan and shall not be used for any other purpose.
1、 The main contents of ESOP (I) the source and scale of funds of ESOP
1. The capital source of the employee stock ownership plan is the legal salary of employees, self raised funds and funds obtained by other means permitted by laws and regulations. The company shall not provide advance funds, guarantees, loans and other financial assistance to the participants, nor shall there be any third party providing rewards, subsidies, subsidies and other arrangements for the participants.
2. The total amount of funds raised by the employee stock ownership plan shall not exceed 300 million yuan, with "shares" as the subscription unit, each share is 1 yuan, and the maximum number of shares of the employee stock ownership plan is 300 million. (II) criteria for determining participants of employee stock ownership plan
The participants of the employee stock ownership plan are determined in accordance with the company law, securities law, guiding opinions, standardized operation guidelines and other laws, administrative regulations, rules and normative documents, as well as the relevant provisions of the articles of association and long-term service plan, and in combination with the actual situation. The company's employees participate in the ESOP in accordance with the principles of legal compliance, voluntary participation and risk bearing.
All participants must work in the company or its branches and subsidiaries (excluding joint-stock companies), receive remuneration, sign labor contracts or be employed by the company.
The participants of the employee stock ownership plan are directors (excluding independent directors), supervisors, senior managers, personnel in other key positions and core technical (business) personnel of the company. The total number of participants of the employee stock ownership plan shall not exceed 800, and the specific number shall be determined according to the actual situation. (III) share subscription of employee stock ownership plan
The number of subject shares of the company's special securities repurchase account transferred under the employee stock ownership plan shall not exceed 23001458 shares. The proposed subscription of the participants of the employee stock ownership plan is shown in the table below:
Serial number name position number of shares to be subscribed (10000 shares) in the proportion of the employee stock ownership plan (%)
Yuan Dingjiang, vice chairman and decision-making committee
1 member 25.00 1.09%
Ma Dehua, director and decision-making committee
2. Member and rotating president 25.00 1.09%
3 Wang Yibo, director and decision-making committee 25.00 1.09%
Member and chief expert of corn
home
Director, vice president, water
4 chief expert of Yang Yuanzhu rice 25.00 1.09%
5 Zhang Liyang employee representative supervisor 10.00 0.43%
6 Lu Chenglin employee representative supervisor 10.00 0.43%
7 Gong Juntao, CEO 22.00 0.96%
8 Yin Xianwen senior vice president 20.00 0.87%
9 Zou Zhenyu, vice president and chief financial officer 18.00 0.78%
Chen Guangyao, Secretary of the board of directors, strategy
10 investment director 16.00 0.70%
Personnel in other key positions and core technology (industry)
11) personnel (no more than 790 in total) 2104.1458 91.48%
Total 2300.1458 100.00%
Note: any difference in the mantissa between the sum of the above total data and each detailed data is caused by the rounding of the above percentage results.
The list of final participants and their subscription shares shall be determined by the board of directors of the company according to the actual payment. If the subscription funds of the participants are not paid in full and on time, the corresponding subscription rights will be lost automatically. The shares to be subscribed can be declared for subscription by other qualified participants. If the declared shares are more than the shares to be abandoned, the board of directors of the company shall determine the subscribers and their subscribed shares. (IV) stock source, scale and purchase price of employee stock ownership plan
1. Stock source
The stock source of the employee stock ownership plan is the subject stock that has been repurchased in the company's special securities account for repurchase.
The company held the 19th (Interim) meeting of the seventh board of directors and the third (Interim) general meeting of shareholders in 2018 on October 12, 2018 and October 30, 2018 respectively, and deliberated and adopted the proposal on >, On November 8, 2018, the repurchase report on the repurchase of shares of the company through centralized bidding transaction was disclosed; On April 24, 2019, the 27th (Interim) meeting of the seventh board of directors was held, and the proposal on adjusting the plan of < Yuan Longping High-Tech Agriculture Co.Ltd(000998) share repurchase through centralized bidding transaction was considered and adopted. The implementation period of the repurchase was adjusted to no more than 12 months from the date when the repurchase plan was considered and approved by the general meeting of shareholders of the company. As of October 29, 2019, the company's share repurchase plan has been implemented, and 2300458 shares have been repurchased through centralized bidding trading through the special securities account for repurchase, accounting for 1.7465% of the company's total share capital. The maximum transaction price is 15.08 yuan / share, the minimum transaction price is 12.18 yuan / share, and the total amount paid is 300021834.86 yuan (excluding transaction costs). For details, see the announcement on the completion of repurchase (Announcement No.: 2019-091) disclosed by the company on November 1, 2019.
2. Share purchase scale
Within 6 months after the ESOP is reviewed and approved by the general meeting of shareholders of the company, the subject shares held in the company's special securities repurchase account will be transferred through non trading transfer and other ways permitted by laws and regulations. The number of subject shares involved is 23001458 shares, accounting for 1.75% of the total share capital of the company at the time of announcement of the ESOP. The number of subject shares finally transferred by the employee stock ownership plan shall be subject to the actual implementation, and the company will timely perform the obligation of information disclosure in accordance with the regulations.
After the implementation of the employee stock ownership plan, the company's shares held by all effective employee stock ownership plans shall not exceed 10% of the total share capital of the company, and the company's shares corresponding to the employee stock ownership plan shares held by any holder shall not exceed 1% of the total share capital of the company. The total number of shares held by the employee stock ownership plan does not include the shares obtained by employees before the company's initial public offering, the shares purchased by themselves through the secondary market and the shares obtained through equity incentive.
3. Share purchase price and pricing basis
The price of shares repurchased by the transferee company of the employee stock ownership plan shall not be less than 50% of the average stock trading price 20 trading days before the notice issued by the board of directors of the company considering the draft employee stock ownership plan, which is 10.01 yuan / share. The pricing basis is as follows:
In order to promote the sustained, stable and rapid development of the company's overall operation, enhance the sense of responsibility and mission of the company's management team and the company's core backbone for the company's growth and development, effectively retain excellent management talents, improve the company's core competitiveness, and enable employees to share the benefits brought by the company's sustainable growth, combined with the company's operation and industry development, The employee stock ownership plan needs to realize reasonable incentives for participants at a reasonable cost. Based on the principle of not damaging the interests of the company and fully considering the incentive effect, the employee stock ownership plan is transferred to the company
