Shanghai Gongxin Technology Group Co., Ltd
about
Beijing Creative Distribution Automation Co.Ltd(002350) International Human Resources Co., Ltd
2019 restricted stock incentive plan
Part of the first grant and the second lifting of sales restrictions
And the reserved grant part is lifted for the first time
Repurchase and cancellation of some restricted shares
of
Independent financial advisor Report
Independent financial advisor:
February, 2002
catalogue
Chapter one states that 3 Chapter II interpretation 5 chapter III basic assumptions Chapter IV main contents of restricted stock incentive plan eight
1、 The source of the underlying stock involved in the equity to be granted under this incentive plan eight
2、 Number of restricted shares to be granted III. validity period, grant date, restricted sale period, release of restricted sale arrangement and lock up period of restricted stock incentive plan eight
4、 The grant price of restricted shares and its determination method eleven
5、 Conditions for the grant and release of restricted shares twelve
6、 Description of the scientificity and rationality of the company's performance evaluation index setting fifteen
7、 Other elements of the restricted stock plan Chapter V approval procedures for the implementation of this restricted stock incentive plan Chapter VI achievements of the conditions for the release of restrictions in the second release period of the first grant part and the first release period of the reserved grant part of the incentive plan twenty
1、 Description of restricted shares meeting the conditions for lifting the restrictions 20 II. The incentive objects of the restricted shares that can be lifted this time and the number of restricted shares that can be lifted Chapter VII repurchase and cancellation of some restricted shares twenty-four
1、 Reasons and number of restricted shares cancelled in this repurchase twenty-four
2、 The price of this repurchase and cancellation of restricted shares twenty-four
3、 The repurchase amount and capital source of some restricted shares cancelled in this repurchase 25 Chapter VIII verification opinions of independent financial adviser twenty-six
Chapter I declaration
Shanghai Xingong Technology Group Co., Ltd. (hereinafter referred to as "Xingong") is entrusted to act as the independent financial adviser (hereinafter referred to as "the independent financial adviser") of the restricted stock incentive plan (hereinafter referred to as "the incentive plan") of Beijing Creative Distribution Automation Co.Ltd(002350) International Human Resources Co., Ltd. (hereinafter referred to as " Beijing Career International Co.Ltd(300662) " or "listed company" or "company"), And make this report. This independent financial advisory report is based on the relevant provisions of the company law of the people's Republic of China, the securities law of the people's Republic of China, the measures for the administration of equity incentive of listed companies and other laws, regulations and normative documents. On the basis of relevant materials provided by Beijing Career International Co.Ltd(300662) , the independent financial advisory opinions are issued for the reference of all shareholders and relevant parties of Beijing Career International Co.Ltd(300662) .
1. The documents and materials on which the independent financial adviser's report is based are provided by Beijing Career International Co.Ltd(300662) , Beijing Career International Co.Ltd(300662) has guaranteed to the independent financial adviser that the relevant information about this equity incentive provided by it is true, accurate and complete, and that there are no false records, misleading statements or major omissions in such information.
2. Based on the principle 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 advisor has conducted due diligence on the equity incentive matters, and has sufficient reasons to believe that there is no material difference between the professional opinions expressed and the documents disclosed by the listed company. And be responsible for the authenticity, accuracy and completeness of the independent financial adviser's report.
3. The opinions expressed by the independent financial adviser are based on the following assumptions: there are no significant changes in the current national laws and regulations, and there are no significant changes in the national policies and market environment of the industry in which the listed company is located; There is no significant change in the social and economic environment of the region where the listed company is located; Beijing Career International Co.Ltd(300662) and the documents provided by relevant parties are true, accurate and complete; All parties involved in this restricted stock plan can fully perform all obligations in good faith and in accordance with the terms of the incentive plan and relevant agreements; The incentive plan can be approved by the competent department without other obstacles and can be completed smoothly; There are no significant changes in the accounting policies and accounting systems currently implemented in this incentive plan; There are no significant adverse effects caused by other force majeure and unpredictable factors. 4. The independent financial advisor has no relationship with the listed company. The independent financial advisor issues an independent financial advisor report on this incentive plan in full accordance with the principles of objectivity and impartiality. At the same time, the independent financial adviser urges investors to carefully read the information publicly disclosed by relevant listed companies such as the 2019 restricted stock incentive plan of Beijing Creative Distribution Automation Co.Ltd(002350) International Human Resources Co., Ltd.
5. 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.
6. The independent financial adviser reminds investors that this report aims to express 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, and does not constitute any investment suggestions for Beijing Career International Co.Ltd(300662) and possible risks to any investment decisions made by investors according to this report, The independent financial advisor assumes no responsibility.
Chapter II interpretation
In this independent financial adviser's report, unless the context specifies, the following abbreviations have the following meanings:
Interpretation item interpretation content
Beijing Career International Co.Ltd(300662) , listed company, company and the company refer to Beijing Creative Distribution Automation Co.Ltd(002350) International Human Resources Co., Ltd
Restricted stock incentive plan, this incentive plan and this plan refer to the 2019 restricted stock incentive plan of Beijing Creative Distribution Automation Co.Ltd(002350) International Human Resources Co., Ltd
Shanghai Xingong Technology Group Co., Ltd. on Beijing Creative Distribution Automation Co.Ltd(002350) The restricted stock incentive plan of International Human Resources Co., Ltd. in 2019 is granted this report for the first time This independent financial advisor's report refers to the independent financial advisor's report on matters related to the second lifting of restrictions on sales and the first lifting of restrictions on sales and the repurchase and cancellation of some restricted shares
Independent financial consultant and Xingong Co., Ltd. refer to Shanghai Xingong Technology Group Co., Ltd
Restricted stock refers to the shares of the company whose transfer and other rights are restricted according to the conditions specified in the incentive plan
Incentive objects refer to the senior managers and core personnel of the company (including subsidiaries) who obtain restricted shares in accordance with the provisions of 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 determined by the company when granting restricted shares to the incentive object and the incentive object obtains the shares of the company
If the conditions for the incentive object to exercise rights and interests set in the incentive plan have not been met, the restricted sale period refers to the period during which the restricted shares cannot be transferred, used for guarantee or debt repayment, which shall be calculated from the date on which the incentive object is granted the restricted shares to be listed
The period of lifting the restriction on sale refers to the period during which the restricted shares held by the incentive object are lifted and can be listed and circulated after the conditions for lifting the restriction on sale specified in the incentive plan are met
The conditions for lifting the restriction on sale 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
The term of validity refers to the period from the date of grant of restricted shares to the date when all restricted shares are lifted or repurchased and cancelled
Remuneration Committee refers to the remuneration and assessment committee of the board of directors of the company
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shenzhen Stock Exchange
China depository and Clearing Corporation refers to Shenzhen Branch of China depository and Clearing Corporation Limited
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
The articles of association refers to the articles of association of Beijing Creative Distribution Automation Co.Ltd(002350) International Human Resources Co., Ltd
The company's assessment management measures refer to the assessment management measures for the implementation of the restricted stock incentive plan of Beijing Creative Distribution Automation Co.Ltd(002350) International Human Resources Co., Ltd. in 2019
Yuan / 10000 yuan refers to RMB yuan / 10000 yuan, the legal currency unit of the people's Republic of China
Chapter III basic assumptions
The independent financial advisor's report is based on the following basic assumptions:
(I) there is no significant change in the current relevant national laws, regulations and policies;
(II) Beijing Career International Co.Ltd(300662) the materials and information provided and publicly disclosed are true, accurate and complete;
(III) there are no other obstacles to the equity incentive plan, and all agreements involved can be effectively approved and finally completed on schedule;
(IV) all parties involved in the implementation of the equity incentive plan can fully perform all their obligations in accordance with the plan of the equity incentive plan and the terms of relevant agreements in accordance with the principle of good faith;
(V) there is no significant adverse effect caused by other force majeure.
Chapter IV main contents of restricted stock incentive plan
Beijing Career International Co.Ltd(300662) this restricted stock incentive plan was drafted by the Remuneration Committee under the board of directors of the company, which was deliberated and adopted at the 15th meeting of the second board of directors and the first extraordinary general meeting of shareholders in 2019. 1、 The source of the underlying stock involved in the equity to be granted under the incentive plan
The company will issue RMB a ordinary shares to the incentive objects as the stock source of this incentive plan. 2、 Number of restricted shares to be granted
The number of restricted shares to be granted to the incentive objects in the incentive plan is 3.6 million shares, accounting for 2.00% of the total share capital of the company of 180 million shares on the announcement date of the draft incentive plan. Among them, 2973000 restricted shares were granted for the first time, accounting for 82.58% of the total number of restricted shares to be granted in the incentive plan and about 1.65% of the total share capital of the company on the announcement date of the draft incentive plan; 627000 shares are reserved, accounting for 17.42% of the total number of restricted shares to be granted in the incentive plan and about 0.35% of the total share capital of the company on the announcement date of the draft incentive plan. The total number of subject shares involved in the equity incentive plan within the whole validity period of the company does not exceed 10.00% of the total share capital of the company when the incentive plan is submitted to the general meeting of shareholders. The cumulative number of shares of the company granted by any incentive object in the incentive plan through the equity incentive plan within the whole validity period does not exceed 1.00% of the total share capital of the company. 3、 Validity period, grant date and limit of restricted stock incentive plan
