Shenzhen value online consulting Co., Ltd
about
Sihui Fuji Electronics Technology Co.Ltd(300852) phase I employee stock ownership plan (Draft)
of
Independent financial advisor Report
February, 2002
catalogue
Chapter I interpretation 2 Chapter II statement 3 chapter 3 basic assumptions 4 chapter IV main contents of this ESOP five
1、 Determination basis and scope of ESOP holders five
2、 Source of funds, stock source and scale of employee stock ownership plan seven
3、 Duration, lock-in period and performance appraisal settings of employee stock ownership plan eight
4、 Management of employee stock ownership plan twelve
5、 Asset composition and equity distribution of employee stock ownership plan eighteen
6、 Change and termination of employee stock ownership plan and disposal of holder's rights and interests nineteen
7、 Other contents of employee stock ownership plan twenty-four
Chapter V opinions of independent financial advisers twenty-five
1、 Verification opinions on whether the ESOP complies with policies and regulations twenty-five
2、 Verification opinions on the feasibility of the company's implementation of the employee stock ownership plan twenty-seven
3、 The impact of the implementation of the employee stock ownership plan on the company's sustainable operation ability and shareholders' equity twenty-eight
4、 Conclusion twenty-nine
5、 Other matters that should be explained 29 Chapter VI documents and places for future reference thirty
1、 Directory of documents for future reference thirty
2、 Location of documents for future reference thirty
Chapter I interpretation
In this report, unless otherwise specified, the following abbreviations have the following meanings:
Explanatory item refers to the explanatory content
Sihui Fuji Electronics Technology Co.Ltd(300852) , the company and listed companies refer to Sihui Fuji Electronics Technology Co.Ltd(300852) company, the company's employee stock ownership plan, this employee stock ownership plan, this employee stock ownership plan, refers to Sihui Fuji Electronics Technology Co.Ltd(300852) phase I employee stock ownership plan, the draft employee stock ownership plan of this plan, and this plan refers to Sihui Fuji Electronics Technology Co.Ltd(300852) phase I employee stock ownership plan (Draft)
This report and this independent financial advisory report refer to the independent financial advisory report of Shenzhen value online consulting Co., Ltd. on the first phase of employee stock ownership plan (Draft) of Sihui Fuji Electronics Technology Co.Ltd(300852) electronic technology stock report Co., Ltd
Independent financial consultant and value online refers to Shenzhen value online consulting Co., Ltd
The holder indicates the employees of the company who participate in the employee stock ownership plan
Holder's meeting refers to the meeting of holders of the employee stock ownership plan
Management Committee refers to the Management Committee of the employee stock ownership plan
The underlying stock refers to the Sihui Fuji Electronics Technology Co.Ltd(300852) A-share common stock purchased and held by the employee stock ownership plan through legal means
Measures for the administration of employee stock ownership plan refers to the measures for the administration of Sihui Fuji Electronics Technology Co.Ltd(300852) phase I employee stock ownership 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 guiding opinions refer to the guiding opinions on the pilot implementation of ESOP by listed companies
The guidelines for standardized operation of gem refers to the guidelines for self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM
Articles of association means the Sihui Fuji Electronics Technology Co.Ltd(300852) articles of association
CSRC refers to the China Securities Regulatory Commission
Stock exchange and Shenzhen Stock Exchange refer to Shenzhen Stock Exchange
Securities Depository and clearing institution refers to Shenzhen Branch of China Securities Depository and Clearing Corporation Limited
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
Note: 1. The financial data and financial indicators quoted in the independent financial consultant's report refer to the financial data in the consolidated statement and the financial indicators calculated based on such financial data unless otherwise specified.
2. In this independent financial adviser's report, the difference in the mantissa between the sum of some total figures and each detailed figure is caused by rounding.
Chapter II declaration
Value online is entrusted to act as an independent financial consultant of Sihui Fuji Electronics Technology Co.Ltd(300852) phase I employee stock ownership plan and issue this report. This independent financial advisory report is based on the provisions of laws, regulations and normative documents such as the company law, the securities law, the guiding opinions and the guidelines for the standardized operation of the gem. On the basis of relevant materials provided by Sihui Fuji Electronics Technology Co.Ltd(300852) , the independent financial advisory opinions are issued for the reference of all shareholders and parties of Sihui Fuji Electronics Technology Co.Ltd(300852) .
1、 The documents and materials on which the independent financial adviser's report is based are provided by Sihui Fuji Electronics Technology Co.Ltd(300852) or publicly disclosed. Sihui Fuji Electronics Technology Co.Ltd(300852) has assured the independent financial adviser that the relevant information about the employee stock ownership plan and the relevant information publicly disclosed provided by Sihui Fuji Electronics Technology Co.Ltd(300852) are true, accurate and complete, and that there are no false records Misleading statements or material omissions.
2、 The independent financial advisor only gives opinions on the feasibility of the employee stock ownership plan, whether it is conducive to the sustainable development of the company, the rationality of relevant pricing basis and pricing methods, whether it damages the interests of the company and its impact on the interests of shareholders, and does not constitute any investment suggestions for Sihui Fuji Electronics Technology Co.Ltd(300852) , The independent financial adviser shall not be liable for the risks that may arise from any investment decision made by the investor according to this report.
3、 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.
4、 The independent financial consultant requests all shareholders of the company to carefully read the relevant information about the employee stock ownership plan, such as the Sihui Fuji Electronics Technology Co.Ltd(300852) phase I employee stock ownership plan (Draft) publicly disclosed by the company.
5、 Based on diligence, prudence and due diligence to all shareholders of the company, and following the principles of objectivity and impartiality, the independent financial adviser conducted in-depth investigation on the matters involved in the employee stock ownership plan and effectively communicated with relevant personnel of the company. On this basis, the independent financial advisor has issued this report and is responsible for the authenticity, accuracy and completeness of this report.
Chapter III basic assumptions
The opinions expressed in this independent financial adviser's report are based on the following assumptions:
1、 There are no major changes in the current relevant national laws, regulations and policies, the national policies and market environment of the company's industry, and the social and economic environment of the company's region.
2、 The materials and information provided and publicly disclosed by Sihui Fuji Electronics Technology Co.Ltd(300852) and relevant parties are true, accurate and complete. 3、 There are no other obstacles to this ESOP. All agreements involved can be effectively approved and finally completed on schedule.
4、 All parties involved in the implementation of the employee stock ownership plan can abide by the principle of honesty and trustworthiness and fully perform all their obligations in accordance with the plan of the employee stock ownership plan and the terms of relevant agreements.
5、 There are no significant adverse effects caused by other force majeure and unpredictable factors.
Chapter IV main contents of this ESOP
The draft employee stock ownership plan is prepared by the board of directors of the company and needs to be deliberated and approved by the general meeting of shareholders of the company. The main contents are as follows:
1、 Determination basis and scope of ESOP holders
(I) determination basis of ESOP holders
1. Legal basis determined by the holder
The holder of the ESOP is determined in accordance with the company law, the securities law, the guiding opinions, the guidelines for the standardized operation of the gem and other relevant laws, regulations, normative documents and the relevant provisions of the articles of association. The company's employees participate in the ESOP in accordance with the principles of legal compliance, voluntary participation and risk bearing. All participants must sign labor contracts, labor contracts or employment contracts with the company (including its subsidiaries) within the duration of the employee stock ownership plan.
2. Job basis determined by the holder
The participants of this ESOP shall meet one of the following criteria:
(1) Directors (excluding independent directors), supervisors and senior managers of the company;
(2) Middle managers and core technical (business) personnel of the company;
(3) Other employees deemed necessary by the board of directors.
Eligible employees shall participate in the ESOP in accordance with the principles of legal compliance, voluntary participation and risk bearing.
3. Under any of the following circumstances, it cannot become the holder of the employee stock ownership plan:
(1) In the last three years, serious damage has been caused to the interests, reputation and image of the company due to the disclosure of state or company secrets, corruption, theft, embezzlement, bribery, dereliction of duty, or dereliction of duty and other acts in violation of national laws and regulations, or acts in violation of public order, good customs, professional ethics and ethics;
(2) Circumstances determined by the board of directors that it cannot become the holder of the employee stock ownership plan;
(3) Other circumstances specified in relevant laws, regulations or normative documents that cannot become the holder of the employee stock ownership plan.
(II) scope of ESOP holders
The holders of the employee stock ownership plan include the company's directors (excluding independent directors), supervisors, senior managers, middle managers, core technical (business) personnel and other employees that the board of directors deems necessary to be encouraged. The total number of employees participating in the employee stock ownership plan shall not exceed 810, accounting for 55.52% of the total number of 1459 employees of the company (as of September 30, 2021), including 9 directors (excluding independent directors), supervisors and senior managers participating in the employee stock ownership plan. The specific number of participants shall be determined according to the actual contributions of employees.
(III) verification of ESOP holders
The law firm hired by the company issues legal opinions on whether the qualifications of the participants comply with relevant laws and regulations, the articles of association and the draft plan.
(IV) list of holders of employee stock ownership plan and share distribution
The total amount of funds to be raised by the employee stock ownership plan shall not exceed 25 million yuan. The "share" is taken as the subscription unit, and each share is 1 yuan. The maximum number of shares of the employee stock ownership plan is 25 million. The specific total amount of funds and shares are determined according to the actual amount of capital contribution.
The participants of the ESOP are all employees of the company, including 9 directors (excluding independent directors), supervisors and senior managers of the company who intend to participate in the ESOP, with a total subscription share of no more than 358000, accounting for 1.43% of the total share of the plan; The total subscription shares of middle-level managers, core technical (business) personnel and other employees deemed necessary by the board of directors shall not exceed 24.642 million, accounting for 98.57% of the total share of the plan.
The list of holders of the employee stock ownership plan and share distribution are as follows:
Serial number name position the proportion of the upper limit of the proposed subscription shares in the total (10000) shares of the employee stock ownership plan
1 Chairman Liu Tianming 4.76 0.19%
2 Huang Qianyi, vice chairman and Secretary of the board of directors 3.88 0.16%
3 Tan Dan, general manager 3.88 0.16%
4 Liu Jiaping, deputy general manager 3.88 0.16%
5 Fang Haodong, deputy general manager 3.88 0.16%
6 Cao Yijian, chief financial officer 3.88 0.16%
7 supervisor Chen Shuangyan 3.88 0.16%
8. Pay Yanhua supervisor 3.88 0.16%
9 Lin Shuting supervisor 3.88 0.16%
Middle managers, core technical (business) personnel and directors 2464.20
