Securities code: 688071 securities abbreviation: Shanghai W-Ibeda High Tech.Group Co.Ltd(688071) Shanghai Rongzheng Investment Consulting Co., Ltd
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Shanghai W-Ibeda High Tech.Group Co.Ltd(688071)
Restricted stock incentive plan for 2022
Adjustment and first grant
of
Independent financial advisor Report
February 2022
catalogue
1、 Interpretation 3 II. Statement 4 III. basic assumptions 5 IV. opinions of independent financial adviser 6 v. documents for future reference and consultation methods 12 I. interpretation 1 Listed company, company, Shanghai W-Ibeda High Tech.Group Co.Ltd(688071) : refers to Shanghai W-Ibeda High Tech.Group Co.Ltd(688071) . 2. Equity incentive plan, restricted stock incentive plan, this incentive plan and this plan: refer to the 2022 restricted stock incentive plan (Draft) of Shanghai Huayi Technology Group Co., Ltd. 3. Restricted stock and class II restricted stock: the A-share common stock of the company obtained and registered by the incentive object who meets the grant conditions of the incentive plan after meeting the corresponding attribution conditions. 4. Total share capital: refers to the total issued share capital of the company when the plan is considered and approved by the general meeting of shareholders. 5. Incentive objects: directors, senior managers, core technicians, important business and technical personnel of the company who can obtain restricted shares in accordance with the provisions of the plan. 6. Grant date: refers to the date on which the company grants restricted shares to incentive objects. 7. Grant price: refers to the price of each restricted stock granted by the company to the incentive object. 8. Validity period: the period from the date of the first grant of restricted shares to the date when all the restricted shares granted to the incentive object are vested or invalid. 9. Ownership: refers to the behavior of the listed company to register the shares in the incentive object’s account after the restricted stock incentive object meets the benefit conditions. 10. Attribution conditions: the restricted stock incentive plan is established, and the incentive object is the benefit conditions required to obtain the incentive stock. 11. Vesting date: after the restricted stock incentive object meets the benefit conditions, the date of completing the registration of the granted shares must be the trading day. 12. 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 Administrative measures: refers to the administrative measures for equity incentive of listed companies Listing Rules: refers to the Listing Rules of Shanghai Stock Exchange on the science and innovation board Articles of association: refers to the Shanghai W-Ibeda High Tech.Group Co.Ltd(688071) articles of association CSRC: refers to the China Securities Regulatory Commission. 18. Stock Exchange: refers to Shanghai Stock Exchange. 19. Self regulatory guidelines: refers to the self regulatory guidelines for listed companies on the science and Innovation Board No. 4 – disclosure of equity incentive information 20 Yuan: refers to RMB 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 Shanghai W-Ibeda High Tech.Group Co.Ltd(688071) . 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 advisor does not assume any risk liability arising therefrom.
(II) the independent financial adviser only expresses opinions on whether the restricted stock incentive plan is fair and reasonable to Shanghai W-Ibeda High Tech.Group Co.Ltd(688071) shareholders, the impact on shareholders’ rights and interests and the sustainable operation of the listed company, does not constitute any investment suggestions for Shanghai W-Ibeda High Tech.Group Co.Ltd(688071) , 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) the independent financial consultant requests all shareholders of the listed company to carefully read the relevant information about the restricted stock 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 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, relevant resolutions of the board of directors and the general meeting of shareholders Financial reports of relevant companies, production and operation plans of the company, and effective communication with relevant personnel of listed companies. On this basis, this independent financial consultant report is issued, and is responsible for the authenticity, accuracy and completeness of the report.
The independent financial adviser’s report is prepared in accordance with the requirements of the company law, securities law, administrative measures, listing rules and other laws, regulations and normative documents, and based on the relevant materials provided by the listed company.
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 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) approval procedures of this restricted stock incentive plan
Shanghai W-Ibeda High Tech.Group Co.Ltd(688071) the 2022 restricted stock incentive plan has fulfilled the necessary approval procedures:
1. On January 24, 2022, the company held the 12th meeting of the third board of directors, which deliberated and adopted the proposal on the company’s 2022 restricted stock incentive plan (Draft) and its summary Proposal on the management measures for the implementation and assessment of the company’s restricted stock incentive plan in 2022 and proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive. The independent directors of the company expressed independent opinions on the relevant proposals of the incentive plan.
On the same day, the company held the 11th meeting of the third board of supervisors, deliberated and adopted the proposal on the company’s 2022 restricted stock incentive plan (Draft) and its summary The board of supervisors of the company verified the relevant matters of the incentive plan and issued relevant verification opinions in the proposal on the management measures for the implementation and assessment of the company’s restricted stock incentive plan in 2022 and the proposal on the verification of the list of incentive objects first granted by the company’s restricted stock incentive plan in 2022.
2. From January 25, 2022 to February 3, 2022, the company publicized the names and positions of the incentive objects to be granted for the first time in the incentive plan within the company. During the publicity period, the board of supervisors of the company did not receive any objection related to the incentive objects of the incentive plan. On February 10, 2022, the company posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) Disclosed the announcement and verification opinions of the board of supervisors on the list of incentive objects first granted by the company’s restricted stock incentive plan in 2022 (Announcement No.: 2022-009).
3. On February 15, 2022, the company held the first extraordinary general meeting of shareholders in 2022, deliberated and passed the proposal on the company’s 2022 restricted stock incentive plan (Draft) and its summary, and the proposal on the measures for the implementation and assessment of the company’s 2022 restricted stock incentive plan Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the restricted stock incentive plan. On February 16, 2022, the company posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) Disclose the self inspection report on the trading of shares of the company by insiders and incentive objects of the restricted stock incentive plan in 2022 (Announcement No.: 2022-010).
4. On February 15, 2022, the company held the 13th meeting of the third board of directors and the 12th meeting of the third board of supervisors, and deliberated and adopted the proposal on adjusting the matters related to the 2022 restricted stock incentive plan and the proposal on granting restricted shares to incentive objects for the first time. The board of directors agreed that the first grant date of restricted shares was February 15, 2022, and 177600 restricted shares were granted to 16 incentive objects at the grant price of RMB 8.49/share. The independent directors of the company expressed independent opinions on this matter and believed that the conditions for the first grant had been met, the subject qualification of the incentive object granted for the first time was legal and valid, and the determined first grant date met the relevant provisions. The board of supervisors verified the list of incentive objects on the first grant date and issued verification opinions.
In conclusion, the independent financial adviser believes that as of the date of issuance of this report, Shanghai W-Ibeda High Tech.Group Co.Ltd(688071) the restricted shares granted to the incentive object have obtained the necessary approval and authorization, which is in line with the relevant provisions of the administrative measures, listing rules, self regulatory guidelines and incentive plan. (II) differences between the restricted stock incentive plan implemented this time and the restricted stock incentive plan approved by the general meeting of shareholders
In view of the fact that in order to better implement the equity incentive plan and in combination with the actual situation of the company, one of the incentive objects first granted by the company’s restricted stock incentive plan in 2022 withdrew from the incentive plan. According to the above situation and the authorization of the company’s first extraordinary general meeting in 2022, the company
On February 15, 2022, the 13th meeting of the third board of directors and the 12th meeting of the third board of supervisors were held, and the proposal on adjusting matters related to the 2022 restricted stock incentive plan was considered and adopted, which adjusted the list of incentive objects and the number of rights and interests granted for the first time in the incentive plan. After this adjustment, the number of incentive objects granted by the company’s restricted stock incentive plan for the first time was adjusted from 17 to 16, and the number of restricted shares granted for the first time was adjusted from 291200 shares to 177600 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. (III) description of the conditions of this restricted stock grant
According to the provisions of the incentive plan, restricted shares can be granted to the incentive object only when the following conditions are met 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) Those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law; (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, Shanghai W-Ibeda High Tech.Group Co.Ltd(688071) and its incentive objects have not been under any of the above circumstances, and the granting conditions of the company’s restricted stock incentive plan have been met. (IV) the first grant of restricted shares
1. First grant date: February 15, 2022;
2. Number of shares granted for the first time: 177600 shares, accounting for 0.24% of the current total share capital of 72844774 shares;
3. Number of persons granted for the first time: 16;
4. Grant price: 8.49 yuan / share;
5. Stock source: the company issues A-share common stock to the incentive object.
6. Validity period, vesting period and vesting arrangement of incentive plan
(1) The validity period of the incentive plan is from the date of the first grant of restricted shares to the time limit granted to the incentive object
The maximum period shall not exceed 60 months from the date when all institutional shares are owned, listed and circulated or invalid.
(2) The restricted shares granted by the incentive plan will be issued according to the agreement after the incentive object meets the corresponding attribution conditions
The vesting date must be a trading day, but shall not be within the following periods:
① Within 30 days before the announcement of the company’s annual report and semi annual report, the company postponed the regular report due to special reasons
If the date is announced, it shall be calculated from 30 days before the original appointment announcement to 1 day before the announcement;
② Within 10 days before the announcement of the company’s quarterly report, performance forecast and performance express;
③ Since the occurrence of major events that may have a great impact on the trading price of the company’s securities and their derivatives
From the date of birth or in the decision-making process to the date of disclosure according to law;
④ Other periods prescribed by the CSRC and the Shanghai Stock Exchange.
If the relevant laws, administrative regulations and departmental rules have other provisions on the period that cannot be attributed, the relevant provisions shall prevail
The provisions shall prevail.
(3) Ownership ratio of each batch of restricted shares granted by the incentive plan
