Securities abbreviation: Create Technology & Science Co.Ltd(000551) securities code: 000551 Shanghai Rongzheng Investment Consulting Co., Ltd
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Create Technology & Science Co.Ltd(000551)
Restricted stock incentive plan for 2021
Grant matters
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 v. documents for future reference and consultation methods 11 I. interpretation 1 Create Technology & Science Co.Ltd(000551) , the company, the company: refers to Create Technology & Science Co.Ltd(000551) . 2. Incentive plan (Draft), restricted stock incentive plan, equity incentive plan and this incentive plan: refer to Create Technology & Science Co.Ltd(000551) 2021 restricted stock incentive plan (Draft). 3. Restricted stock: the 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. 4. Incentive objects: directors, senior managers and key personnel of the company who obtain restricted shares in accordance with the provisions of the plan. 5. Grant date: refers to the date on which the company grants restricted shares to the incentive object. The grant date must be the trading day. 6. Grant price: refers to the price of each restricted stock granted by the company to the incentive object. 7. Term of validity: 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: 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. 9. Release period: refers to 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. Release date: the date on which the restricted shares held by the incentive object are released after the release conditions specified in the incentive plan are met. 11. Conditions for lifting the restriction on sale: refers to the conditions that must be met for the lifting of the restriction on the sale of restricted shares granted to the incentive object according to the incentive plan. 12. Suzhou SASAC: state owned assets supervision and Administration Commission of Suzhou Municipal People’s government. 13. CSRC: refers to the China Securities Regulatory Commission. 14. Stock Exchange: refers to Shenzhen Stock Exchange. 15. Securities registration and clearing institutions and registration and Clearing Companies: Shenzhen Branch of China Securities Depository and Clearing Corporation Limited. 16. Company Law: refers to the company law of the people’s Republic of China. 17. Document No. 175: Trial Measures for the implementation of equity incentive by state-controlled listed companies (domestic).
18. Circular No. 171: Notice on issues related to regulating the implementation of equity incentive system by state-controlled listed companies. 19. Securities Law: refers to the securities law of the people’s Republic of China. 20. Administrative measures: refers to the administrative measures for equity incentive of listed companies. 21. Articles of association: Create Technology & Science Co.Ltd(000551) articles of association 22 Yuan and 10000 yuan: refers to RMB yuan and 10000 yuan.
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 Create Technology & Science Co.Ltd(000551) . 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 are responsible for their legality, authenticity Be responsible for accuracy, completeness and timeliness. The independent financial consultant shall not bear any responsibility arising therefrom.
(II) the independent financial adviser only gives opinions on whether the granting of the restricted stock incentive plan is fair and reasonable to the shareholders of Create Technology & Science Co.Ltd(000551) 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 Create Technology & Science Co.Ltd(000551) and the possible risks to 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 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 adviser has conducted in-depth investigation on the matters involved in the granting of 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 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 independent financial advisory 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.
The report issued by the independent financial adviser 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 on the granting of the restricted stock incentive plan are true and reliable;
(IV) there are no other obstacles to the granting of this restricted stock incentive plan, and all agreements involved can be effectively approved and finally completed on schedule;
(V) all parties involved in the granting of this restricted stock 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 the incentive plan (I) decision-making procedures and information disclosure of this equity grant
Create Technology & Science Co.Ltd(000551) the 2021 restricted stock incentive plan has fulfilled the necessary approval procedures:
1. On November 5, 2021, the company held the first extraordinary meeting of the 10th board of directors in 2021, deliberated and adopted the plan on the company’s incentive plan for restricted shares in 2021 (Draft) and its summary) and other relevant proposals, and the independent directors expressed independent opinions on the relevant proposals; On the same day, the company held the first extraordinary meeting of the 10th board of supervisors in 2021, considered and approved the above proposal, and the board of supervisors verified the relevant matters of the incentive plan and issued relevant verification opinions.
2. From November 6, 2021 to November 15, 2021, the company publicized the names and positions of the objects to be encouraged in the incentive plan on the company’s website and bulletin board. The publicity period is 10 days in total. The company’s employees can put forward opinions to the company’s board of supervisors. As of the expiration of the publicity period, the board of supervisors of the company has not received any objection from any organization or individual to the incentive objects of the company’s incentive plan.
3. On January 18, 2022, the company received the information forwarded by Suzhou Chuangyuan Investment Development (Group) Co., Ltd
According to the reply of the Municipal State owned assets supervision and Administration Commission on Create Technology & Science Co.Ltd(000551) implementation of restricted stock incentive plan (Suguo Zikao [2022] No. 1), the state owned assets supervision and Administration Commission of Suzhou Municipal People’s government agrees in principle that the company will implement the 2021 restricted stock incentive plan (draft).
4. On January 29, 2022, the company disclosed the explanation and verification opinions of the board of supervisors on the publicity of the list of incentive objects of the company’s restricted stock incentive plan in 2021. The board of supervisors explained the publicity of the list of incentive objects of the incentive plan and issued verification opinions on the list of incentive objects.
5. On February 11, 2022, the company held the first extraordinary general meeting of shareholders in 2022, deliberated and approved the proposal on the company’s restricted stock incentive plan in 2021 (Draft) and its summary, and issued the self inspection report on the trading of the company’s shares by insiders of the restricted stock incentive plan in 2021.
6. On February 14, 2022, the company held the second extraordinary meeting of the 10th board of directors in 2022 and the first extraordinary meeting of the 10th board of supervisors in 2022, deliberated and adopted the proposal on granting restricted shares to the incentive objects of the company’s 2021 restricted stock incentive plan, and the independent directors of the company expressed independent opinions on the relevant proposals, The board of supervisors verified relevant matters and issued verification opinions.
(II) differences between the equity incentive plan implemented this time and the equity incentive plan approved by the general meeting of shareholders
This grant is consistent with the incentive plan approved by the company’s first extraordinary general meeting in 2022. (III) statement of the board of directors on meeting the grant conditions
According to the provisions on the granting conditions of restricted shares in the company’s 2021 restricted stock incentive plan (Draft) (hereinafter referred to as 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, 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) Having the circumstances that the company law of the people’s Republic of China (hereinafter referred to as the “company law”) stipulates that he shall not serve as a director or senior manager of the company;
(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 independent financial adviser believes that as of the date of issuance of this report, the company has no circumstances that restricted shares cannot be granted as stipulated in the incentive plan and relevant laws and regulations. The incentive objects to be granted restricted shares meet the conditions for granting restricted shares as stipulated in the incentive plan, and the conditions for granting restricted shares have been met. (IV) details of equity grant
1. Grant date: February 14, 2022
2. Number of shares granted: 3904400
3. Grant object: the incentive objects of this plan are 57 directors (excluding independent directors), senior managers and key personnel of the company who served in the company when the company announced this incentive plan.
4. Grant price: 5.29 yuan / share
5. Stock source: the company issues A-share common stock to the incentive object
6. List of incentive objects and awards:
Name: number of restricted shares granted by position accounting for the number of restricted shares granted accounting for the current total shares
Proportion of total amount of upper limit (shares)
Zhou Chengming, vice chairman and general manager 97500 2.50% 0.0244%
Hu Zeng, director and deputy general manager 91400 2.34% 0.0228%
Yu Xuezhong, deputy general manager
Zhou Weiwei Board Secretary 91400 2.34% 0.0228%
Lubin CFO 91400 2.34% 0.0228%
Key personnel (52 persons) 3441300 88.14% 0.8602%
Total (57 persons) 3904400 100% 0.9759%
Note: the shares of the company granted by any of the above incentive objects through all effective equity incentive plans do not exceed 1% of the total share capital of the company. The total number of subject shares involved in all effective incentive plans of the company shall not exceed 10% of the total share capital of the company when the equity incentive plan is submitted to the general meeting of shareholders.
7. After this grant, the equity distribution of the company will not meet the requirements of listing conditions.
After verification, the independent financial adviser believes that as of the date of issuance of this report, the incentive objects granted with restricted shares are consistent with the incentive objects specified in the restricted stock incentive plan approved by the first extraordinary general meeting of the company in 2022, This grant of the company complies with the relevant provisions of the administrative measures and the 2021 restricted stock incentive plan (Draft).
(V) implement the incentive plan
