Shenzhen value information technology Co., Ltd
about
Of the restricted stock incentive plan (Draft) in 2022
Independent financial advisor Report
February, 2002
catalogue
Chapter I interpretation 1 Chapter II statement 3 chapter 3 basic assumptions 4 chapter IV main contents of this incentive plan 5 I. incentive methods and stock sources 5 II. Number of rights and interests to be granted under the equity incentive plan 5 III. scope and distribution of incentive objects 6 IV. relevant time arrangement of this incentive plan 8 v. the grant price of restricted shares and the determination method of the grant price Vi. grant and release of restricted shares / vesting conditions 16 VII. Other contents of the incentive plan 22 Chapter V opinions of independent financial adviser 23 I. verification opinions on the feasibility of equity incentive plan 23 II. Verification opinions on the pricing method of the award price of this incentive plan 26 III. financial opinions on the implementation of equity incentive plan of the company 28 IV. opinions on the rationality of the company’s performance appraisal system and appraisal methods 29 v. verification opinions on whether the incentive plan is conducive to the sustainable development of the company Vi. verification opinions on whether the incentive plan damages the interests of the company and all shareholders 30 VII. Other matters that should be explained Chapter VI documents and places for future reference 32 I. list of documents for future reference 32 II. Location of documents for future reference thirty-two
Chapter I interpretation
In this report, unless otherwise specified, the following abbreviations have the following meanings:
Interpretation item interpretation content
Arctech Solar Holding Co.Ltd(688408) , the company, listed company, refers to Arctech Solar Holding Co.Ltd(688408) company
Restricted stock incentive plan, this incentive Arctech Solar Holding Co.Ltd(688408) 2022 restricted incentive plan, this incentive plan, this refers to stock incentive plan
Incentive plan (Draft) refers to the Arctech Solar Holding Co.Ltd(688408) 2022 restricted stock incentive plan (Draft)
This report and the independent financial consultant’s report of Shenzhen Value Online Information Technology Co., Ltd. on the 2022 restricted stock incentive plan (Draft) of Jiangsu CITIC Zhibo New Energy Technology Co., Ltd
Independent financial consultant and value online refers to Shenzhen Value Online Information Technology Co., Ltd
The company grants incentives according to the conditions and prices specified in the incentive plan. The first type of restricted shares refer to a certain number of company shares, which are set with a certain period of restricted sales period. The restricted sales and circulation can be lifted only after the conditions for lifting the restricted sales specified in the incentive plan are met
The second type of restricted stock refers to the shares of the company obtained and registered by the incentive objects who meet the conditions of the incentive plan after meeting the corresponding attribution conditions
According to the provisions of this incentive plan, the directors, senior managers, core technicians and core management (Technology / business) backbone of the company (including sub incentive objects, which refer to the company and subsidiaries) that obtains restricted shares
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 to grant restricted shares to the incentive object and the incentive object obtains the shares of the company
The restricted validity period from the date of the first grant of incentive rights and interests to the date when the incentive object is granted refers to the date when all the shares are released from the restriction / ownership or the cancellation / invalidation of repurchase is completed
The restricted sale period refers to the period during which the class I restricted shares granted to the incentive object under the plan are prohibited from being transferred, used for guarantee and debt repayment
The release period refers to the period during which the first type of restricted shares held by the incentive object can be released and listed after the release conditions specified in the plan are met
The conditions for lifting the restrictions on sale refer to the conditions that must be met for the incentive object to obtain the first type of restricted shares to lift the restrictions on sale according to the plan
Attribution means that after the incentive object granted the second type of restricted stock meets the benefit conditions,
The act of a listed company registering its shares in the account of the incentive object
Vesting date refers to the date on which the granted shares are registered after the incentive object granted the second type of restricted shares meets the benefit conditions. It must be the trading day
Vesting conditions refer to the benefit conditions set up by the plan and the incentive object is to obtain the incentive shares
Remuneration and assessment 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 Shanghai Stock Exchange
China Securities Depository and Clearing Corporation refers to the Shanghai Branch of China Securities 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 supervision measures refer to the measures for continuous supervision of listed companies on the science and Innovation Board (for Trial Implementation)
Listing Rules refers to the Listing Rules of Shanghai Stock Exchange’s Sci tech innovation board
Regulatory guide No. 4 refers to self regulatory guide No. 4 – disclosure of equity incentive information for companies listed on the science and innovation board
Articles of association means the Arctech Solar Holding Co.Ltd(688408) articles of association
Assessment management measures refer to the assessment management measures for the implementation of Arctech Solar Holding Co.Ltd(688408) 2022 restricted stock incentive plan
RMB / 10000 yuan / 100 million yuan refers to RMB / 10000 yuan / 100 million 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 advisor of Arctech Solar Holding Co.Ltd(688408) 2022 restricted stock incentive plan and issue this report. The independent financial advisor’s report is based on the relevant information provided by Arctech Solar Holding Co.Ltd(688408) in accordance with the provisions of the company law, the securities law, the administrative measures, the listing rules, the regulatory guide No. 4 and other laws, regulations and normative documents for the reference of all shareholders and parties of Arctech Solar Holding Co.Ltd(688408) . 1、 The documents and materials on which the independent financial adviser’s report is based are provided by or publicly disclosed for Arctech Solar Holding Co.Ltd(688408) . Arctech Solar Holding Co.Ltd(688408) has guaranteed to the independent financial adviser that the relevant information about the incentive plan and the relevant information publicly disclosed provided by Arctech Solar Holding Co.Ltd(688408) are true, accurate and complete, and that such information is free from false records, misleading statements or major omissions.
2、 The independent financial adviser only gives opinions on the feasibility of this incentive plan, whether it is conducive to the sustainable development of the company, the rationality of relevant pricing methods, whether it damages the interests of the company and its impact on the interests of shareholders. It does not constitute any investment suggestions for Arctech Solar Holding Co.Ltd(688408) 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 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 adviser urges all shareholders of the company to carefully read the relevant information about the incentive plan, such as the Arctech Solar Holding Co.Ltd(688408) 2022 restricted stock incentive 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 advisor conducted in-depth investigation on the matters involved in the incentive 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 Arctech Solar Holding Co.Ltd(688408) and relevant parties are true, accurate and complete. 3、 There are no other obstacles to this incentive plan. All agreements involved can be effectively approved and finally completed on schedule.
4、 All parties involved in the implementation of this incentive plan can abide by the principle of honesty and trustworthiness and fully perform all their obligations in accordance with the plan of the equity incentive 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 incentive plan
Arctech Solar Holding Co.Ltd(688408) this incentive plan is prepared by the remuneration and assessment committee under the board of directors of the company. It has been deliberated and approved at the 28th meeting of the second board of directors of the company and needs to be deliberated by the general meeting of shareholders of the company. The main contents are as follows:
1、 Incentive methods and stock sources
(I) equity incentive method
The incentive tools used in this incentive plan are restricted stocks (class I restricted stocks and class II restricted stocks).
The class I restricted shares granted to the incentive objects that meet the conditions for the grant of this incentive plan will enjoy the due shareholders’ rights after being registered by China Securities Depository and Clearing Co., Ltd. Shanghai Branch, including but not limited to dividend rights, allotment rights, voting rights, etc.
After meeting the corresponding vesting conditions, the second type of restricted shares granted to the incentive objects who meet the vesting conditions of the incentive plan will obtain the additional A-share common shares issued by the company in batches at the vesting price during the vesting period, and these shares will be registered in Shanghai Branch of China Securities Depository and clearing Co., Ltd, After being registered by the registration and Clearing Company, they will enjoy the due rights of shareholders, including but not limited to dividend rights, allotment rights, voting rights, etc; The second type of restricted shares granted to incentive objects do not enjoy the rights of shareholders of the company before they are vested.
The restricted shares granted to the incentive object shall not be transferred, used for guarantee or debt repayment before the restriction / ownership is lifted.
(II) source of underlying stock
The source of the underlying stock involved in the incentive plan is the company’s directional issuance of A-share common stock to the incentive object.
2、 Number of rights and interests to be granted under the equity incentive plan
The incentive plan intends to grant a total of 1860700 shares of equity to the incentive objects, accounting for about 1.37% of the total share capital of the company on the announcement date of the draft incentive plan, including 1521500 shares of equity (class II restricted shares) granted for the first time, accounting for about 1.12% of the total share capital of the company at the announcement date of the draft incentive plan, The first grant accounts for 81.5% of the total equity to be granted under the incentive plan
