Notice of Shenzhen Tashan Enterprise Management Consulting Co., Ltd. on the first grant of restricted stock incentive plan in Careray Digital Medical Technology Co.Ltd(688607) 2022
Independent financial advisor Report
February, 2002
catalogue
interpretation…… 2 declare that 3 I. necessary procedures performed in this incentive plan 4 II. This grant 5 III. description of the achievement of the conditions for this grant 8 IV. opinions of independent financial consultant 9 v. documents and places for future reference ten
interpretation
In this report, unless the context otherwise requires, the following words have the following meanings:
688607 Careray Digital Medical Technology Co.Ltd(688607)
This incentive plan and this plan refer to Careray Digital Medical Technology Co.Ltd(688607) 2022 restricted stock incentive plan
Restricted stock and the second category refer to the incentive objects who meet the conditions for the grant of this incentive plan and obtain A-share common stock issued by the company in batches after meeting the corresponding conditions for being classified as restricted stock
Incentive object refers to the personnel participating in the 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 of each restricted share granted by the company to the incentive object
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 that the company registers the shares in the individual securities account of the incentive object after the incentive object meets the benefit conditions set in the incentive plan
Attribution conditions refer to the benefit conditions set in the incentive plan and the incentive object is to obtain the company’s shares
Vesting date refers to the date on which the shares of the granted company are registered after the incentive object meets the benefit conditions set in the incentive plan. The vesting date 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 disclosure guide refers to the self regulatory guide for companies listed on the science and Innovation Board No. 4 – disclosure of equity incentive information
Articles of association means the Careray Digital Medical Technology Co.Ltd(688607) articles of association
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shanghai Stock Exchange
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
Statement
He Shan consulting is entrusted to act as an independent financial consultant for Careray Digital Medical Technology Co.Ltd(688607) 2022 restricted stock incentive plan and issue this report. For the issuance of this report, the independent financial advisor hereby makes the following statement:
1. This report is prepared in accordance with the company law, the securities law, the administrative measures and other laws, regulations and normative documents, and based on the relevant materials and information provided by the company. The company has guaranteed that the relevant materials and information about the incentive plan provided by it are true, accurate and complete, and there are no false records, misleading statements or major omissions.
2. The independent financial adviser only gives 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, which does not constitute any investment suggestions for the listed company and the possible risks arising from any investment decisions made by investors according to this report, The independent financial advisor assumes no responsibility.
3. The opinions expressed in this report are based on the following assumptions: there is no significant change in the current relevant national laws, regulations and policies; There is no significant change in the market, economic and social environment of the region and industry where the company is located; The materials and information provided by the company are true, accurate and complete; All parties involved in this incentive plan can fully and properly perform all obligations in good faith in accordance with the terms of this incentive plan and relevant agreements; The incentive plan has no other obstacles and can be completed smoothly; There are no other force majeure and unpredictable factors causing significant adverse effects. 4. The independent financial consultant issues this report in accordance with the principles of objectivity, impartiality and good faith. This report is only for the purpose for which the company intends to implement this incentive plan, and shall not be used for any other purpose.
1、 Necessary procedures performed in this incentive plan
1. On January 20, 2022, the company held the fifth (Interim) meeting of the second board of directors, The proposal on the company’s 2022 restricted stock incentive plan (Draft) > and summary, the proposal on the company’s assessment and management measures for the 2022 restricted stock incentive plan, and the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the 2022 restricted stock incentive plan were reviewed and approved The independent directors of the company expressed independent opinions on the proposal on convening the first extraordinary general meeting of shareholders in 2022.
2. On January 20, 2022, the company held the fifth (Interim) meeting of the second board of supervisors, The proposal on the company’s restricted stock incentive plan in 2022 (Draft) and summary, the proposal on the company’s assessment and management measures for the restricted stock incentive plan in 2022 and the proposal on the list of incentive objects of the company’s restricted stock incentive plan in 2022 were reviewed and approved.
3. From January 21, 2022 to January 30, 2022, the company will publicize the list of incentive objects of the incentive plan. During the publicity period, the board of supervisors of the company did not receive any objection and no feedback record. On February 7, 2022, the company disclosed the announcement and verification opinions of the board of supervisors on the list of incentive objects of the restricted stock incentive plan in 2022.
4. On February 11, 2022, the company held the first extraordinary general meeting of shareholders in 2022, The proposal on the company’s 2022 restricted stock incentive plan (Draft) > and summary, the proposal on the company’s assessment and management measures for the 2022 restricted stock incentive plan, and the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the 2022 restricted stock incentive plan were reviewed and approved.
5. On February 12, 2022, the company disclosed the self inspection report on the trading of the company’s shares by insiders and incentive objects of the restricted stock incentive plan in 2022.
6. On February 15, 2022, the company held the sixth (Interim) meeting of the second board of directors and the sixth (Interim) meeting of the second board of supervisors respectively, deliberated and adopted the proposal on granting restricted shares to incentive objects for the first time, and the independent directors of the company expressed independent opinions.
2、 Status of this grant
1. Grant date: February 15, 2022.
2. Number of shares granted: 3209000 shares.
3. Number of persons granted: 99.
The distribution of restricted shares granted by this incentive plan is shown in the following table:
Name, position, nationality and the proportion of the number granted to the total amount granted to the total share capital (10000 shares)
JIANQIANG
Chairman, general manager
Liu USA 13.97 3.49% 0.16% core technicians
(Liu Jianqiang)
Director, deputy general manager
Gao Peng China 10.48 2.61% 0.12% core technicians
Directors, chief financial officer
Zhang Ping China 9.32 2.33% 0.11% Secretary of the board of directors
Yang Ruping, Deputy General Manager China 2.71 0.68% 0.03%
Gao Zihuan management and administration backbone China 5.22 1.30% 0.06%
Teo Si Qin R & D backbone Malaysia 5.62 1.40% 0.06%
Amit
Sales backbone India 4.50 1.12% 0.05% Kumar
Divya
R & D backbone India 4.50 1.12% 0.05% Agarwal
Bruce Ross
Sales backbone Canada 9.32 2.33% 0.11% Pomeroy
Jian Teng production backbone Canada 3.21 0.80% 0.04%
Johnny
Martin production backbone USA 3.21 0.80% 0.04% quilenderino
Michael pratail production backbone US 3.21 0.80% 0.04%
Laura rossato sales backbone Italy 3.86 0.96% 0.04%
Other personnel that the board of directors of the company considers should be encouraged
241.77 60.32% 2.74% (86 persons in total)
Reserve 79.94 19.94% 0.91%
Total 400.84 100.00% 4.55%
Note: any difference in mantissa between the sum of the above total data and each detailed data is caused by rounding.
4. Grant price: 17.64 yuan / share.
5. Stock source: the company issues RMB A-share common stock to the incentive object.
6. Validity period: the validity period of this incentive plan is from the date of the first grant of restricted shares to the date of the ownership or invalidation of all the restricted shares granted to the incentive object, which shall not exceed 60 months at most.
7. Ownership arrangement:
The ownership arrangement of restricted shares granted for the first time by the incentive plan is shown in the table below:
Vesting arrangement vesting proportion during vesting period
The first vesting period is from the first trading day 12 months after the date of the first grant to the first 20%
The last trading day within 24 months from the date of this grant
The second vesting period starts from the first trading day 24 months after the date of the first grant to the first 40%
The last trading day within 36 months from the date of this grant
The third vesting period starts from the first trading day 36 months after the date of the first grant to the first 40%
The last trading day within 48 months from the date of this grant
8. Company level performance assessment:
The appraisal year corresponding to the ownership of restricted shares granted for the first time in the incentive plan is three fiscal years from 2022 to 2024, and the appraisal is conducted once in each fiscal year. The performance assessment objectives at the company level are shown in the table below:
Ownership arrangement assessment objective A1 assessment objective A2 assessment objective A3
The first attribution period is based on the operating income in 2021, based on the operating income in 2021 and based on the operating income in 2021
