Securities code: 000421 securities abbreviation: Nanjing Public Utilities Development Co.Ltd(000421) Shanghai Rongzheng Investment Consulting Co., Ltd
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Nanjing Public Utilities Development Co.Ltd(000421)
Matters related to the grant of restricted stock incentive plan in 2021
Independent financial advisor Report
February 2022
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1、 Interpretation 3 II. Statement 4 III. basic assumptions 5 IV. opinions of independent financial adviser 6 (I) authorization and approval of this restricted stock incentive plan 6 (II) explanation of the difference between the restricted stock incentive plan implemented this time and the restricted stock incentive plan approved by the general meeting of shareholders 7 (III) description of the achievements of the restricted stock grant conditions (IV) restricted stock grant 9 (V) description of the impact of the implementation of the incentive plan on the financial status and operating results of relevant years 14 (VI) concluding observations 14 v. documents for future reference and consultation methods 15 (I) documents for future reference 15 (II) consultation method 15 I. interpretation in this independent financial advisory report, unless the context specifies, the following abbreviations have the following meanings: Nanjing Public Utilities Development Co.Ltd(000421) , the company, the public company, the equity incentive plan of listed companies, the incentive plan refers to Nanjing Public Utilities Development Co.Ltd(000421) 2021 restricted stock incentive plan and this incentive plan
According to the conditions and prices specified in the incentive plan, the company grants the incentive object a certain amount of company shares with restricted stock index. 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
According to the provisions of this incentive plan, the directors, senior managers (including professional managers selected by the market), middle-level and senior personnel, core business / management personnel of the company that obtains restricted shares (including the company as the incentive object of the holding company, the same below)
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
The period of lifting the restriction on sales refers to the period during which the restricted shares held by the incentive object can be lifted and listed for circulation after the conditions for lifting the restriction on sales 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 completion of the registration of restricted shares to the date when all restricted shares are lifted or repurchased
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
Document No. 175 refers to the Trial Measures for the implementation of equity incentive by state-owned holding listed companies (domestic) (Guo Zi FA FA FA Fen [2006] No. 175)
Guidelines for the implementation of equity incentive of central holding companies (No. 178)
The articles of association refers to the Nanjing Public Utilities Development Co.Ltd(000421) articles of association
Nanjing SASAC refers to the state owned assets supervision and Administration Commission of Nanjing Municipal People’s government
Remuneration Committee refers to the remuneration and assessment committee of Nanjing Public Utilities Development Co.Ltd(000421) board of directors
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shenzhen Stock Exchange
Yuan means RMB yuan
Note: 1. The financial data and financial indicators quoted in this report refer to the financial data in the consolidated statement and the financial indicators calculated based on such financial data unless otherwise specified.
2. In this report, the difference in the mantissa between the sum of some total figures and each detailed figure is caused by rounding.
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 Nanjing Public Utilities Development Co.Ltd(000421) . 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 consultant shall not bear any responsibility arising therefrom.
(II) the independent financial adviser only gives opinions on whether the restricted stock incentive plan is fair and reasonable to Nanjing Public Utilities Development Co.Ltd(000421) shareholders, the impact on shareholders’ rights and interests and the sustainable operation of the listed company, does not constitute any investment suggestions for Nanjing Public Utilities Development Co.Ltd(000421) , and does not bear any responsibility for the possible risks arising from any investment decisions made by investors according to 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) all shareholders of the company are requested to carefully read the information related to the listed company’s independent financial disclosure plan.
(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 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 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, the state owned assets supervision and Administration Commission of the State Council on the implementation of equity incentive by state-owned holding listed companies (domestic) (Guo Zi FA FA FA FA FA FA Fa [2006] No. 175) According to the requirements of laws, regulations and normative documents such as 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 [2008] No. 171), the guidelines for the implementation of equity incentive by listed companies controlled by central enterprises (Guo Zi kaofen [2020] No. 178), etc.
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 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、 Opinions of independent financial adviser (I) authorization and approval of this restricted stock incentive plan
1. On December 30, 2021, the company held the 8th meeting of the 11th board of directors and the 4th meeting of the 11th board of supervisors, and deliberated and adopted the proposal on and its summary and other relevant proposals respectively. Related directors abstained from voting on relevant proposals, and independent directors expressed their independent opinions on matters related to the company’s incentive plan. The board of supervisors issued verification opinions on matters related to the incentive plan.
2. On January 7, 2022, the company received the reply on Nanjing Public Utilities Development Co.Ltd(000421) implementation of restricted stock incentive plan (Ningguo Zi Wei Kao [2021] No. 270) from the state owned assets supervision and Administration Commission of Nanjing Municipal People’s Government forwarded by the controlling shareholder Nanjing urban construction investment holding (Group) Co., Ltd, We agree in principle to the Nanjing Public Utilities Development Co.Ltd(000421) 2021 restricted stock incentive plan (Draft).
3. From January 29, 2022 to February 7, 2022, the company publicized the list of incentive objects of 2021 restricted stock incentive plan through the company’s internal bulletin board. At the expiration of the publicity period, the company has not received any objection from any organization or individual to the proposed incentive object. On February 8, 2022, the board of supervisors of the company issued the statement of the board of supervisors on the verification opinions and publicity of the list of incentive objects of the restricted stock incentive plan in 2021.
4. On January 25, 2022, the company conducted a self-examination on the trading of the company’s shares by insiders of the incentive plan and incentive objects. China Securities Depository and Clearing Co., Ltd. Shenzhen Branch issued the inquiry certificate of shareholding and share change of information disclosure obligor and the detailed list of share changes of shareholders. During the self-examination, no insider of the company’s relevant insider information was found to have used the insider information related to the incentive plan to buy and sell stocks. The behaviors of all incentive objects comply with the relevant provisions of the measures for the administration of equity incentive of listed companies, and there is no behavior constituting insider trading.
5. On January 28, 2022, Mr. Ye bangyin, an independent director of the company, was entrusted by other independent directors as the soliciter to solicit entrusted voting rights from all shareholders of the company on the relevant proposals of the company’s 2021 restricted stock incentive plan considered at the first extraordinary general meeting of 2022 held on February 14, 2022. 6. On February 14, 2022, the company held the first extraordinary general meeting of shareholders in 2022, deliberated and adopted the and
And 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 on February 15, 2022. 7. On February 14, 2022, the company held the 10th meeting of the 11th board of directors and the 5th meeting of the 11th board of supervisors, which respectively deliberated and approved the proposal on adjusting the list and number of incentive objects of the 2021 restricted stock incentive plan and the proposal on granting restricted shares to incentive objects of the 2021 restricted stock incentive plan. According to the authorization of the company’s first extraordinary general meeting in 2022, the board of directors of the company adjusted the list of incentive objects and the number of granted shares of the incentive plan, determined that the grant date of restricted shares of the incentive plan was February 14, 2022, and granted 5.685 million restricted shares to 119 incentive objects who met the conditions at the grant price of 2.48 yuan / share. The independent directors expressed their independent opinions on the relevant proposals, and the board of supervisors issued verification opinions on the grant date of the incentive plan and the list of incentive objects.
In conclusion, the financial advisor believes that as of the date of issuance of this report, Nanjing Public Utilities Development Co.Ltd(000421) the restricted stock granted to the incentive object has obtained the necessary approval and authorization, Comply with relevant laws, regulations and normative documents such as the administrative measures for equity incentive of listed companies (hereinafter referred to as the “administrative measures”) and the relevant provisions of the company’s 2021 restricted stock incentive plan (hereinafter referred to as the “incentive plan”). (II) explanation of the difference between the restricted stock incentive plan implemented this time and the restricted stock incentive plan approved by the general meeting of shareholders
Whereas, among the incentive objects to be granted in the incentive plan, one incentive object voluntarily gives up participating in the incentive plan for personal reasons. According to the authorization of the company’s first extraordinary general meeting in 2022, the board of directors of the company adjusted the list of incentive objects and the number of awards in this incentive plan. After adjustment, the number of incentive objects in this incentive plan is adjusted from 120 to 119, and the number of restricted shares granted in this incentive plan is adjusted from 5.72 million shares to 5.685 million shares.
In addition to the above adjustments, other contents of the incentive plan implemented this time are consistent with the incentive plan deliberated and approved by the company’s first extraordinary general meeting of shareholders in 2022, and there are no other differences.
After verification, the independent financial
