Shenzhen Tashan Enterprise Management Consulting Co., Ltd
Notice on the first grant of Qiaoyin City Management Co.Ltd(002973) 2022 stock option incentive plan
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 7 IV. opinions of independent financial adviser 8 v. documents and places for future reference nine
interpretation
In this report, unless the context otherwise requires, the following words have the following meanings: Qiaoyin City Management Co.Ltd(002973) , listed company and company refer to Qiaoyin City Management Co.Ltd(002973) (Securities abbreviation: Qiaoyin City Management Co.Ltd(002973) ; securities code: 002973)
Equity incentive plan and stock option incentive plan refer to Qiaoyin City Management Co.Ltd(002973) 2022 stock option incentive plan and this incentive plan
Equity incentive plan (Draft) refers to the Qiaoyin City Management Co.Ltd(002973) 2022 stock option incentive plan (Draft)
Report of Shenzhen Tashan Enterprise Management Consulting Co., Ltd. on the independent financial adviser of overseas Chinese bank for urban management and this report refers to the independent financial adviser report on the first grant of stock option incentive plan of Co., Ltd. in 2022
Stock option refers to the right granted by the company to the incentive object to purchase a certain number of shares of the company under predetermined conditions within a certain period of time in the future
Incentive object refers to the personnel who intend to participate in the incentive plan
Grant date refers to the date on which the company grants stock options to incentive objects, and the grant date must be the trading day
The exercise price refers to the price at which the incentive object purchases the company's shares as determined in the incentive plan
The period during which the conditions for the incentive object to exercise the stock option set in the incentive plan have not yet waited for the achievement of the expected index shall be calculated from the date of completing the registration of the stock option granted to the incentive object
Exercise period refers to the period during which the stock options held by the incentive object can be exercised after the exercise conditions set in the incentive plan are met
Exercise conditions refer to the conditions that must be met by the incentive object to exercise stock options according to the provisions of this incentive plan
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 Qiaoyin City Management Co.Ltd(002973) articles of association
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shenzhen Stock Exchange
The independent financial consultant refers to Shenzhen Tashan Enterprise Management Consulting Co., Ltd
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
Statement
He Shan consulting is entrusted to act as an independent financial consultant of Qiaoyin City Management Co.Ltd(002973) 2022 stock option 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 provided about the incentive plan 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 the incentive plan can fully and properly perform all obligations in good faith in accordance with the terms of the 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 24, 2022, the company held the 40th meeting of the second board of directors, The proposal on the 2022 stock option incentive plan (Draft) and its summary, the proposal on the assessment and management measures for the 2022 stock option 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 stock option incentive plan were reviewed and approved. The independent directors of the company expressed independent opinions on this, Lawyers and other intermediaries issue corresponding reports.
2. On January 24, 2022, the company held the 23rd Meeting of the second session of the board of supervisors, deliberated and adopted the proposal on the stock option incentive plan (Draft) and summary in 2022, the proposal on the assessment and management measures for the stock option incentive plan in 2022, and the proposal on verifying the list of incentive objects in the stock option incentive plan in 2022.
3. The company publicized the names and positions of the incentive objects within the company from January 27, 2022 to February 11, 2022. During the publicity period, the company did not receive any objection about the incentive objects, and disclosed the explanation and verification opinions of the board of supervisors on the publicity of the list of incentive objects of 2022 stock option incentive plan on February 14, 2022.
4. On February 14, 2022, the company disclosed the self inspection report on the trading of the company's shares by insiders and incentive objects of the 2022 stock option incentive plan.
5. On February 16, 2022, the company held the first extraordinary general meeting of shareholders in 2022, The proposal on the 2022 stock option incentive plan (Draft) and its summary, the proposal on the assessment and management measures for the 2022 stock option 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 stock option incentive plan were reviewed and approved.
6. On February 16, 2022, the company held the 41st meeting of the second board of directors and the 24th Meeting of the second board of supervisors respectively, and deliberated and adopted the proposal on granting stock options to incentive objects for the first time. The independent directors of the company expressed independent opinions on this, the board of supervisors verified the list of incentive objects granted stock options this time, and lawyers and other intermediaries issued corresponding reports.
2、 Status of this grant
1. Grant date: February 16, 2022.
2. Exercise price: 15.20 yuan / share.
3. Number of awards: 5.47 million.
4. Stock source: the company issues A-share common stock to the incentive object.
5. Number of persons granted: 75. The specific distribution is as follows:
Serial number name the proportion of the number of positions granted to the total amount granted to the total share capital (10000 copies)
1 Huang Jinling, director and deputy general manager 30.00 5.00% 0.07%
2 Hu Wei, deputy general manager 30.00 5.00% 0.07%
3 Zhou Danhua, director and deputy general manager 12.00 2.00% 0.03%
4 Chen Chunxia, Secretary of the board of directors 12.00 2.00% 0.03%
5 Liu meihui CFO 12.00 2.00% 0.03%
6 other personnel deemed by the board of directors to be encouraged 451.00 75.17% 1.10%
(70 persons in total)
Reserve 53.00 8.83% 0.13%
Total 600.00 100.00% 1.47%
Note: any difference in the mantissa between the sum of the above total data and each detailed data is caused by the rounding of the above percentage results.
6. Validity period: the validity period of this incentive plan is from the date of the first grant of stock options to the date of full exercise or cancellation, with a maximum of 60 months.
7. The first vesting arrangement:
Exercise arrangement exercise time exercise proportion
From the first trading day after 12 months from the date of completion of the first grant registration
From the first day of the first registration period to the 30th day of the first registration period
End of the day
From the first trading day after 24 months from the date of completion of the first grant registration
The second exercise period is 30% of the last transaction within 36 months from the date of completion of the first grant registration
End of the day
From the first trading day 36 months after the completion of the first grant registration
The third exercise period is 40% of the last transaction within 48 months from the date of completion of the first grant registration
End of the day
8. Company level performance assessment:
The corresponding assessment year for the exercise of stock options granted for the first time in the incentive plan is three fiscal years from 2022 to 2024, and the assessment is conducted once in each fiscal year. The performance assessment objectives at the company level are shown in the table below:
Performance appraisal objectives of exercise arrangement
The first exercise period is based on the operating revenue in 2021, and the growth rate of operating revenue in 2022 shall not be less than 30%
The second exercise period is based on the operating revenue in 2021, and the growth rate of operating revenue in 2023 shall not be less than 65%
The third exercise period is based on the operating revenue in 2021, and the growth rate of operating revenue in 2024 shall not be less than 100%
Note 1: the above indicators of "operating revenue" and "operating revenue growth rate" are calculated based on the data contained in the audited consolidated financial statements of the company. Note 2: the above company level performance assessment objectives do not constitute the company's performance prediction and substantive commitment to investors.
During each exercise period, if the company fails to meet the corresponding performance assessment objectives, the stock options granted but not exercised by all incentive objects in the corresponding assessment year shall not be exercised and shall be cancelled by the company.
9. Individual level performance appraisal:
The performance appraisal of the incentive object shall be carried out in accordance with the relevant provisions of the company's current salary and performance appraisal. The performance appraisal results of the incentive object are divided into five grades: "s (excellent)", "a (excellent)", "B (general)", "C (to be improved)" and "d (poor)". During each exercise period, the actual number of stock options exercisable by the incentive object in the current period is determined according to the corresponding performance appraisal results, as shown in the following table:
Performance appraisal grade s (excellent) a (excellent) B (average) C (to be improved) d (poor)
Proportion of exercisable rights 100% 0%
During each exercise period, the company meets the corresponding performance assessment
