Securities abbreviation: Zhejiang Tiantie Industry Co.Ltd(300587) securities code: 300587 bond abbreviation: Tiantie convertible bond bond Code: 123046 Shanghai Rongzheng Investment Consulting Co., Ltd
about
Zhejiang Tiantie Industry Co.Ltd(300587)
Restricted stock incentive plan for 2022
(Revised Draft)
of
Independent financial advisor Report
February, 2002
catalogue
1、 Interpretation 2. Statement 4 III. basic assumptions 5 IV. main contents of this incentive plan 6 (I) scope and distribution of incentive objects 6 (II) number of restricted shares granted 7 (III) the validity period, grant date, restriction period, lifting of restriction arrangement and lock up period of the incentive plan 7 (IV) the grant price of restricted shares and the determination method of the grant price 10 (V) conditions for the grant and release of restricted shares 12 (VI) other contents of the incentive plan 15 v. opinions of independent financial adviser 16 (I) verification opinions on whether the incentive plan meets the provisions of policies and regulations 16 (II) verification opinions on the feasibility of the company's equity incentive plan 17 (III) verification opinions on the scope and qualification of incentive objects 17 (IV) verification opinions on the amount of equity granted under the equity incentive plan Verification of the price incentive plan (V) (VI) verification opinions on whether the listed company provides any form of financial assistance to the incentive object 20 (VII) verification opinions on whether the incentive plan damages the interests of the listed company and all shareholders 20 (VIII) financial opinions on the implementation of the incentive plan by the company 22 (IX) opinions on the impact of the company's implementation of equity incentive plan on the sustainable operation ability and shareholders' equity of listed companies 22 (x) opinions on the rationality of the performance appraisal system and methods of listed companies 23 (XI) others 24 (XII) other matters that should be explained 25 VI. documents for future reference and consultation methods 26 (I) documents for future reference 26 (II) consultation method 26 I
1、 Interpretation
1. Listed company, the company, the company, Zhejiang Tiantie Industry Co.Ltd(300587) : refers to Zhejiang Tiantie Industry Co.Ltd(300587) . 2. This incentive plan, this plan, equity incentive plan and incentive plan refer to the restricted stock incentive plan in Zhejiang Tiantie Industry Co.Ltd(300587) 2022.
3. Class I restricted stocks and restricted stocks: the company grants a certain number of company stocks to the incentive object according to the conditions and prices specified in the incentive plan. The restricted sale period of such stocks 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.
4. Incentive object: refers to the company's directors, senior managers, core managers and core technical (business) personnel (excluding independent directors and supervisors) who obtain restricted shares in accordance with the provisions of this incentive plan.
5. Grant date: refers to the date on which the company grants restricted shares to the incentive object. The grant date must be the trading day.
6. Grant price: refers to the price of each restricted stock granted by the company to the incentive object.
7. Validity period: refers to the period from the date of completion of the registration of the grant of restricted shares to the date of completion of all the restricted shares granted to the incentive object.
8. 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.
9. Release period: refers to the period during which the restricted shares held by the incentive object can be released and listed for circulation after the release conditions specified in the incentive plan are met.
10. Conditions for lifting the restriction on sales: 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.
11. Company Law: refers to the company law of the people's Republic of China.
12. Securities Law: refers to the securities law of the people's Republic of China.
13. Administrative measures: refers to the administrative measures for equity incentive of listed companies.
14. Listing Rules: refers to the Shenzhen Stock Exchange GEM Listing Rules (revised in December 2020).
15. Self regulatory guidelines: refers to the self regulatory guidelines for companies listed on the gem of Shenzhen Stock Exchange No. 1 - business handling
16. Articles of association: refers to the Zhejiang Tiantie Industry Co.Ltd(300587) articles of association.
17. CSRC: refers to the China Securities Regulatory Commission.
18. Stock exchange and Shenzhen Stock Exchange: refer to Shenzhen Stock Exchange.
19. Securities Depository and Clearing Company: refers to Shenzhen Branch of China Securities Depository and Clearing Corporation Limited. 20. Yuan and 10000 yuan: refers to RMB yuan and 10000 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 Zhejiang Tiantie Industry Co.Ltd(300587) . All parties involved in the plan have assured 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, without any omission, false or misleading statements, and are responsible for 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 gives opinions on whether the restricted stock incentive plan is fair and reasonable to Zhejiang Tiantie Industry Co.Ltd(300587) shareholders, the impact on shareholders' rights and interests and the sustainable operation of the listed company, does not constitute any investment suggestions for Zhejiang Tiantie Industry Co.Ltd(300587) , 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 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 laws, regulations and normative documents such as the company law, the securities law, the administrative measures, the listing rules, the self regulatory guide and the relevant materials provided by the listed company.
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、 Main contents of this incentive plan
The remuneration and assessment committee of the board of directors of the listed company is responsible for formulating and revising the restricted stock incentive plan in 2022. According to the current policy environment in China and the actual situation of Zhejiang Tiantie Industry Co.Ltd(300587) , the restricted stock incentive plan is adopted for the incentive objects of the company. This report of the independent financial adviser will give professional opinions on this incentive plan. (I) scope and distribution of incentive objects
1. The total number of incentive objects involved in this incentive plan is 71, including:
(1) Directors and senior managers of the company;
(2) Core management personnel and core technical (business) personnel of the company.
The incentive objects involved in this incentive plan do not include independent directors, supervisors and foreign employees, nor do they include shareholders or actual controllers who individually or jointly hold more than 5% of the shares of the company and their spouses, parents and children. Among the above incentive objects, the directors and senior managers of the company must be elected by the general meeting of shareholders or appointed by the board of directors of the company. All incentive objects must work in the company or its subsidiaries and sign labor contracts, employment contracts or labor contracts when the incentive plan is awarded and during the assessment period.
The incentive object of the reserved grant part shall be determined within 12 months after the incentive plan is considered and approved by the general meeting of shareholders. After the proposal of the board of directors, the explicit opinions of the independent directors and the board of supervisors, the professional opinions of lawyers and the legal opinions are issued, the company shall accurately disclose the relevant information of the incentive object in time on the designated website as required. If the incentive object is not specified for more than 12 months, the reserved rights and interests shall become invalid. The criteria for determining the reserved incentive object shall be determined with reference to the criteria for the first award.
The incentive object does not have the following circumstances that cannot be the incentive object:
① Being identified as an inappropriate candidate by the stock exchange within the last 12 months;
② Those who have been identified as inappropriate candidates by the CSRC and its dispatched offices within the last 12 months;
③ Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations within 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.
2. Distribution of restricted shares granted to incentive objects
The distribution of restricted shares granted by the incentive plan among incentive objects is shown in the table below:
The proportion of the granted restrictions to the total share capital (10000 shares) granted by the plan in the total number of shares of the nationality of the positions announced in the plan
Niu Wenqiang, director and deputy general manager of China 13.00 2.60% 0.02%
reason
Fan Weiwei, deputy general manager and Dong China 13.00 2.60% 0.02%
Board Secretary
Zheng Shuanglian, deputy general manager, financial China 13.00 2.60% 0.02%
Business Director
Zheng Jianfeng, Deputy General Manager China 13.00 2.60% 0.02%
Core management personnel and core technical (business) personnel 358.00 71.60% 0.57%
(67 persons)
Reserved part 90.00 18.00% 0.14%
Total (71 persons) 500.00 100.00% 0.80%
Note: 1. The shares of the company granted by any incentive object in this incentive plan through all equity incentive plans within the validity period shall not exceed 1% of the total share capital of the company. The total number of underlying shares involved in all equity incentive plans of the company within the validity period shall not exceed 20% of the total share capital of the company.
2. If the difference in mantissa between the sum of the above total data and each detailed number is caused by rounding, two decimal places shall be retained. (II) number of restricted shares granted
1. Stock source of this incentive plan
The subject stock involved in this incentive plan comes from the company's A-share common stock issued by the company to the incentive object.
2. Number of restricted shares granted
The total number of restricted shares to be granted to the incentive objects in the incentive plan is 5 million shares, accounting for about 0.80% of the total capital stock of the company at the time of announcement of the incentive plan (since the company is in the stock conversion period of convertible corporate bonds, the total capital stock referred to in the incentive plan is the number of shares as of February 15, 2022, the same below). Among them, 4.1 million restricted shares were granted for the first time, accounting for about 0.65% of the total share capital of the company at the time of announcement of the incentive plan and 82.00% of the total equity granted this time; 900000 shares are reserved, accounting for about 0.14% of the total share capital of the company at the time of announcement of the incentive plan and 18.00% of the total equity granted this time. The total number of underlying shares involved in all equity incentive plans of the company within the validity period has not exceeded
