Securities code: 688055 securities abbreviation: Infovision Optoelectronics (Kunshan) Co.Ltd(688055) Shanghai Rongzheng Investment Consulting Co., Ltd
about
Kunshan Longteng North Electro-Optic Co.Ltd(600184) Co., Ltd
Adjustment of restricted stock incentive plan in 2021 and related matters of initial grant
of
Independent financial advisor Report
February, 2002
catalogue
1、 Interpretation 2. Statement 3. Basic assumptions 4. Opinions of independent financial advisor 5. Documents for future reference and consultation methods eleven
1、 Interpretation
Unless otherwise specified, the following words have the following meanings in this article:
Infovision Optoelectronics (Kunshan) Co.Ltd(688055) . The company and the company refer to Kunshan Longteng North Electro-Optic Co.Ltd(600184) Co., Ltd
This incentive plan refers to the restricted stock incentive plan of Kunshan Longteng North Electro-Optic Co.Ltd(600184) Co., Ltd. in 2021
The independent financial consultant refers to Shanghai Rongzheng Investment Consulting Co., Ltd
Restricted stock and the second type of restriction refer to the shares of the company obtained and registered by the incentive objects who meet the grant conditions of the incentive plan after meeting the corresponding benefit conditions
Incentive objects refer to the directors, senior managers, core technicians of the company who obtain restricted shares in accordance with the provisions of this incentive plan, as well as other personnel that the board of directors deems necessary to be encouraged
Grant date refers to the date on which the company grants restricted shares to incentive objects
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
Validity period refers to 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
Attribution refers to the behavior of a listed company to register its shares in the account of the incentive object after the restricted stock incentive object meets the benefit conditions
Attribution conditions refer to the benefit conditions that the incentive object set up by the restricted stock incentive plan needs to meet in order to obtain the incentive stock
Vesting date refers to the date on which the authorized shares are registered after the restricted stock incentive object meets the benefit conditions. It must be the trading day
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
Listing Rules refers to the Listing Rules of Shanghai Stock Exchange's Sci tech innovation board
The Trial Measures refer to the Trial Measures for the implementation of equity incentive by state-owned holding listed companies (domestic) (Guo Zi FA FA FA FA FA Fa [2006] No. 175)
Business guide refers to the business guide for information disclosure of listed companies on the science and Innovation Board No. 4 - disclosure of equity incentive information
The articles of association refers to the articles of association of Kunshan Longteng North Electro-Optic Co.Ltd(600184) Co., Ltd
CSRC refers to the China Securities Regulatory Commission
Stock exchange and Shanghai Stock Exchange refer to Shanghai Stock Exchange
China Securities Depository and Clearing Corporation refers to the Shanghai Branch of China Securities Depository and Clearing Corporation Limited
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
Note: 1. Unless otherwise specified, the financial data and financial indicators quoted in the draft refer to the financial data and financial figures based on the consolidated statements
Calculated financial indicators;
2. If there is any difference in the mantissa between the sum of some total figures and each detailed figure in the draft, it 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 Infovision Optoelectronics (Kunshan) Co.Ltd(688055) . 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, 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 incentive plan is fair and reasonable to Infovision Optoelectronics (Kunshan) Co.Ltd(688055) shareholders, the impact on shareholders' rights and interests and the sustainable operation of the listed company, does not constitute any investment suggestions for Infovision Optoelectronics (Kunshan) Co.Ltd(688055) , and does not bear any responsibility for the possible risks arising from any investment decisions made by investors based on 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 incentive plan publicly disclosed by the listed company.
(V) adhering to the attitude 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 consultant conducted in-depth investigation on the matters involved in the incentive plan and carefully reviewed the relevant materials. The scope of investigation includes the articles of association of the listed company, salary management measures, relevant resolutions of the board of directors, general meeting of shareholders, financial reports of relevant companies The company has effectively communicated with the relevant personnel of the listed company on the production and operation plan of the 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 company law, the securities law, the administrative measures, the listing rules, the business guide, the trial measures and the notice on issues related to regulating the implementation of equity incentive system by state-controlled listed companies (Guo Zi FA FA Fen [2008] No. 171) The notice of Jiangsu SASAC on Forwarding the guidelines for the implementation of equity incentive by listed companies controlled by central enterprises (SGZ [2020] No. 118) and other laws, regulations and normative documents shall be prepared according to the relevant materials provided by listed companies.
3、 Basic assumptions
The independent financial advisor's report issued by the independent financial advisor is based on the following assumptions: (I) there is no significant change in the current relevant laws, regulations and policies of the country;
(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 incentive plan are true and reliable;
(IV) there are no other obstacles to the incentive plan, and all agreements involved can be effectively approved and finally completed on schedule;
(V) all parties involved in this 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
The company's 2021 restricted stock incentive plan has fulfilled the necessary approval procedures:
1. On September 27, 2021, the 14th meeting of the first board of directors of the company deliberated and adopted the proposal on the company's restricted stock incentive plan in 2021 (Draft) and its summary, and the proposal on the company's assessment and management measures for the implementation of the restricted stock incentive plan in 2021 The proposal on the company's measures for the administration of the restricted stock incentive plan in 2021 and the proposal on submitting to the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the restricted stock incentive plan in 2021. The independent directors of the company expressed independent opinions on the relevant proposals of the incentive plan.
2. On September 27, 2021, the 10th meeting of the first board of supervisors of the company deliberated and adopted the proposal on the company's restricted stock incentive plan in 2021 (Draft) and its summary, and the proposal on the company's assessment and management measures for the implementation of the restricted stock incentive plan in 2021 The board of supervisors of the company verified the matters of the incentive plan and issued relevant verification opinions in the proposal on the management measures of the company's restricted stock incentive plan in 2021 and the proposal on verifying the list of incentive objects first granted by the company's restricted stock incentive plan in 2021.
3. On December 27, 2021, the company opened the website of Shanghai Stock Exchange (www.sse. Com. CN.) Disclosed the announcement on the approval of the 2021 restricted stock incentive plan to be filed by Suzhou SASAC (Announcement No.: 2021-026), and agreed the company to implement the 2021 restricted stock incentive plan.
4. On January 10, 2022, the company opened the website of Shanghai Stock Exchange (www.sse. Com. CN.) The announcement on public solicitation of entrusted voting rights by independent directors (Announcement No.: 2022-002) was disclosed. According to the entrustment of other independent directors of the company, independent director Xue Wenjin, as the collector, solicited voting rights from all shareholders of the company on the relevant proposals of the company's 2021 restricted stock incentive plan deliberated at the first extraordinary general meeting of shareholders in 2022.
5. From September 28, 2021 to October 8, 2021, the company publicized the names and positions of the objects to be encouraged in the incentive plan within the company. During the publicity period, the board of supervisors of the company did not receive any objection to the list of proposed incentive objects. On January 11, 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 2021 (Announcement No.: 2022-004).
6. On January 15, 2022, the company opened the website of Shanghai Stock Exchange (www.sse. Com. CN.) The supplementary announcement on public solicitation of entrusted voting rights by independent directors (Announcement No.: 2022-006) was disclosed. According to the entrustment of other independent directors of the company, Xue Wenjin, an independent director, as the soliciter, solicited voting rights from all shareholders of the company on all proposals after adding temporary proposals to the first extraordinary general meeting in 2022.
7. On January 25, 2022, the company held the first extraordinary general meeting of shareholders in 2022, deliberated and passed the proposal on the company's restricted stock incentive plan in 2021 (Draft) and its summary, and the proposal on the company's assessment and management measures for the implementation of the restricted stock incentive plan in 2021 Proposal on the company's measures for the administration of the restricted stock incentive plan in 2021 and proposal on submitting to the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the restricted stock incentive plan in 2021. On January 26, 2022, the company opened the website of Shanghai Stock Exchange (www.sse. Com. CN.) Disclosed the self inspection report on the trading of company shares by insiders and incentive objects of the company's restricted stock incentive plan in 2021 (Announcement No.: 2022-009).
8. On February 15, 2022, the company held the 17th meeting of the first board of directors and the 12th meeting of the first board of supervisors, and deliberated and adopted the proposal on adjusting matters related to the first grant of restricted stock incentive plan in 2021 and the proposal on the first grant of restricted stock to incentive objects. The independent directors of the company have expressed their independent opinions on matters related to the incentive plan. The board of supervisors verified the list of incentive objects on the first grant date and issued verification opinions. (II) differences between the restricted stock incentive plan implemented this time and the restricted stock incentive plan approved by the general meeting of shareholders
According to the authorization of the company's first extraordinary general meeting in 2022, the company held the 17th meeting of the first board of directors and the 12th meeting of the first board of supervisors on February 15, 2022, in view of the fact that four incentive objects of the company no longer meet the qualification of incentive objects due to resignation, The proposal on adjusting the matters related to the first grant of the restricted stock incentive plan in 2021 was reviewed and approved, and the matters related to the first grant of the incentive plan were adjusted. After this adjustment, the number of persons granted for the first time in the incentive plan will be adjusted from 138 to 134. The original number of shares allocated to incentive objects who lose incentive qualification due to resignation will be adjusted to other incentive objects granted for the first time in the incentive plan. The total number of restricted shares and the number of restricted shares granted for the first time will remain unchanged. The adjusted incentive objects belong to the scope of incentive objects specified in the incentive plan approved by the company's first extraordinary general meeting in 2022.
In addition to the above adjustments, other contents of the incentive plan are consistent with those deliberated and approved by the company's first extraordinary general meeting in 2022.
After verification, the independent financial adviser believes that as of the date of issuance of this report, Infovision Optoelectronics (Kunshan) Co.Ltd(688055) the adjustment of the list of incentive objects and the number of incentives granted for the first time in the 2021 restricted stock incentive plan is in line with the administrative measures and the 2021 restricted stock incentive plan of the company（
