Shanghai Xingong Technology Group Co., Ltd
about
Guangdonghectechnologyholdingco.Ltd(600673)
Restricted stock incentive plan for 2021
Matters related to the initial grant of restricted shares
of
Independent financial advisor Report
Independent financial advisor:
February, 2002
catalogue
Chapter one states that three
Chapter II interpretation five
Chapter III basic assumptions Chapter IV main contents of restricted stock incentive plan 7 I. the stock source of this incentive plan 7 II. Number of restricted shares to be granted 7 IV. grant price and determination method of restricted shares V. conditions for granting and releasing restricted shares Chapter V approval procedures for the implementation of this restricted stock incentive plan Chapter VI the granting of restricted shares 19 I. details of the first grant of restricted shares 19 II. Differences between the equity incentive plan implemented this time and the equity incentive plan approved by the general meeting of shareholders 20 Chapter VII description of the conditions for the grant of restricted shares 21 I. description of restricted shares meeting the grant conditions 21 II. Description of the board of directors on the achievement of the grant conditions 21 Chapter VIII verification opinions of independent financial advisers twenty-three
Chapter I declaration
Shanghai Xingong Technology Group Co., Ltd. (hereinafter referred to as “Xingong”) is entrusted to act as the independent financial adviser (hereinafter referred to as “the independent financial adviser”) of Guangdonghectechnologyholdingco.Ltd(600673) (hereinafter referred to as ” Guangdonghectechnologyholdingco.Ltd(600673) ” or “listed company”, “company”) this restricted stock incentive plan (hereinafter referred to as “the incentive plan”) and prepare this report. This independent financial advisory report is based on the relevant provisions of the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of equity incentive of listed companies and other laws, regulations and normative documents. On the basis of relevant materials provided by Guangdonghectechnologyholdingco.Ltd(600673) , the independent financial advisory opinions are issued for the reference of all shareholders and relevant parties of Guangdonghectechnologyholdingco.Ltd(600673) .
1. The documents and materials on which the independent financial adviser’s report is based are provided by Guangdonghectechnologyholdingco.Ltd(600673) , Guangdonghectechnologyholdingco.Ltd(600673) has guaranteed to the independent financial adviser that the relevant information about this equity incentive provided by it is true, accurate and complete, and that there are no false records, misleading statements or major omissions in such information.
2. 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 advisor has conducted due diligence on the equity incentive matters, and has sufficient reasons to believe that there is no material difference between the professional opinions expressed and the documents disclosed by the listed company. And be responsible for the authenticity, accuracy and completeness of the independent financial adviser’s report.
3. The opinions expressed by the independent financial adviser are based on the following assumptions: there are no significant changes in the current national laws and regulations, and there are no significant changes in the national policies and market environment of the industry in which the listed company is located; There is no significant change in the social and economic environment of the region where the listed company is located; Guangdonghectechnologyholdingco.Ltd(600673) and the documents provided by relevant parties are true, accurate and complete; All parties involved in this restricted stock plan can fully perform all obligations in good faith and in accordance with the terms of the incentive plan and relevant agreements; The incentive plan can be approved by the competent department without other obstacles and can be completed smoothly; There are no significant changes in the accounting policies and accounting systems currently implemented in this incentive plan; There are no significant adverse effects caused by other force majeure and unpredictable factors.
4. The independent financial advisor has no relationship with the listed company. The independent financial advisor issues an independent financial advisor report on this incentive plan in full accordance with the principles of objectivity and impartiality. At the same time, the independent financial adviser urges investors to carefully read the information publicly disclosed by relevant listed companies such as the Guangdonghectechnologyholdingco.Ltd(600673) 2021 restricted stock incentive plan (Draft).
5. 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.
6. The independent financial adviser reminds investors that this report aims to express professional opinions on the feasibility of the incentive 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, and does not constitute any investment suggestions for Guangdonghectechnologyholdingco.Ltd(600673) and possible risks to any investment decisions made by investors according to this report, The independent financial advisor assumes no responsibility.
Chapter II interpretation
In this independent financial adviser’s report, unless the context specifies, the following abbreviations have the following meanings:
Interpretation item interpretation content
Guangdonghectechnologyholdingco.Ltd(600673) , listed company, company refers to Guangdonghectechnologyholdingco.Ltd(600673)
Restricted stock incentive plan, this incentive plan and this plan refer to Guangdonghectechnologyholdingco.Ltd(600673) 2021 restricted stock incentive plan
Refers to the independent financial consultant’s report of Shanghai Xingong Technology Group Co., Ltd. on matters related to Guangdong Guangdonghectechnologyholdingco.Ltd(600673) technology’s report and this independent financial consultant’s report on the first grant of restricted shares under the restricted stock incentive plan of Guangdong Holding Co., Ltd. in 2021
Independent financial consultant and Xingong Co., Ltd. refer to Shanghai Xingong Technology Group Co., Ltd
Restricted stock refers to the shares of the company whose transfer and other rights are restricted according to the conditions specified in the incentive plan
Incentive objects refer to the directors, senior managers and core technical / business personnel of the company (including subsidiaries) who obtain restricted shares in accordance with the provisions of this incentive plan
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 determined by the company when granting restricted shares to the incentive object and the incentive object obtains the shares of the company
It refers to the period during which the restricted shares cannot be transferred, used for guarantee or debt repayment when the conditions for the incentive object to exercise the rights and interests set in the incentive plan have not been met, and the restricted shares shall be calculated from the date of completing the registration of the restricted shares granted to the incentive object
The period of lifting the restriction on sale refers to the period during which the restricted shares held by the incentive object are lifted and can be listed and circulated after the conditions for lifting the restriction on sale specified in the incentive plan are met
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
The term of validity refers to the period from the date of grant of restricted shares to the date when all restricted shares are lifted or repurchased and cancelled
Remuneration Committee refers to the remuneration and assessment committee of the board of directors of the company
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shanghai Stock Exchange
China Securities Depository and Clearing Corporation refers to the Shanghai Branch of China Securities Depository and Clearing Corporation Limited
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
Articles of association means the Guangdonghectechnologyholdingco.Ltd(600673) articles of association
The company’s assessment management measures refer to the assessment management measures for the implementation of Guangdonghectechnologyholdingco.Ltd(600673) 2021 restricted stock incentive plan
Yuan / 10000 yuan / 100 million yuan refers to RMB yuan / 10000 yuan / 100 million yuan, the legal currency unit of the people’s Republic of China
Chapter III basic assumptions
The independent financial advisor’s report is based on the following basic assumptions:
(I) there is no significant change in the current relevant national laws, regulations and policies;
(II) Guangdonghectechnologyholdingco.Ltd(600673) the materials and information provided and publicly disclosed are true, accurate and complete;
(III) there are no other obstacles to the equity incentive plan, and all agreements involved can be effectively approved and finally completed on schedule;
(IV) all parties involved in the implementation of the equity incentive plan can fully perform all their obligations in accordance with the plan of the equity incentive plan and the terms of relevant agreements in accordance with the principle of good faith;
(V) there is no significant adverse effect caused by other force majeure.
Chapter IV main contents of restricted stock incentive plan
Guangdonghectechnologyholdingco.Ltd(600673) this restricted stock incentive plan was drafted by the Remuneration Committee under the board of directors of the listed company, which was deliberated and adopted at the ninth meeting of the 11th board of directors and the first extraordinary general meeting of shareholders in 2022. 1、 Stock source of this incentive plan
The subject stock involved in this incentive plan comes from the company’s RMB A-share common stock repurchased from the secondary market.
As of January 20, 2020, the company has completed the repurchase, and has actually repurchased 115787028 shares of the company through centralized bidding transaction, accounting for 3.84% of the total share capital of the company. The maximum repurchase price is 10.20 yuan / share, the minimum repurchase price is 7.60 yuan / share, the average repurchase price is 8.39 yuan / share, and the total repurchase fund is 1008950900 yuan (excluding transaction costs).
2、 Number of restricted shares to be granted
The number of restricted shares to be granted to the incentive objects in the incentive plan is 115.787 million shares, accounting for about 3.84% of the total share capital of the company on the announcement date of the draft incentive plan, of which 93.31 million restricted shares are granted for the first time, accounting for about 3.10% of the total share capital of the company on the announcement date of the draft incentive plan, Accounting for 80.59% of the total number of restricted shares to be granted under the incentive plan; 22.477 million restricted shares are reserved for grant, accounting for about 0.75% of the company’s total share capital of 3013897300 shares on the announcement date of the draft incentive plan and 19.41% of the total number of restricted shares to be granted in the incentive plan.
As of the announcement date of the draft incentive plan, the total number of subject shares involved in the equity incentive plan within the whole validity period of the company has not exceeded 10.00% of the total share capital of the company. The number of shares of the company granted by any incentive object in the incentive plan through the equity incentive plan within the whole validity period shall not exceed 1.00% of the total share capital of the company.
3、 The validity period, grant date, restricted sale period, release of restricted sale arrangement and lock up period of the restricted stock incentive plan
(I) period of validity
The validity period of this incentive plan is from the date of granting restricted shares to the date when all restricted shares granted to the incentive object are lifted or repurchased and cancelled, and the longest period shall not exceed 48 months.
(II) grant date
After the incentive plan is reviewed and approved by the general meeting of shareholders of the company, the company will convene the board of directors to grant rights and interests to the incentive objects in accordance with relevant regulations within 60 days, and complete relevant procedures such as registration and announcement. If the company fails to complete the above work within 60 days, it shall timely disclose the reasons for the failure and announce the termination of the incentive plan. according to
