Orient Securities Company Limited(600958) underwriting sponsor Co., Ltd
about
2021 restricted stock incentive plan of Shanghai Hehui North Electro-Optic Co.Ltd(600184) Co., Ltd
Adjustment and grant
of
Independent financial advisor Report
February, 2002
catalogue
1、 Interpretation 3 II. Statement 5 III. basic assumptions 6 IV. opinions of independent financial adviser 7 v. documents for future reference and consultation methods fifteen
1、 Interpretation
In this independent financial advisory report, unless otherwise specified, the following words or abbreviations have the following specific meanings in this paper: Everdisplay Optronics (Shanghai) Co.Ltd(688538) / company / listed company refers to Shanghai Hehui North Electro-Optic Co.Ltd(600184) Co., Ltd
This plan and this incentive plan refer to the 2021 restricted stock incentive plan of Shanghai Hehui North Electro-Optic Co.Ltd(600184) Co., Ltd. and this restricted stock incentive plan
Independent financial consultant refers to Orient Securities Company Limited(600958) underwriting and recommendation Co., Ltd
Independent financial advisor
The independent financial advisory report of Orient Securities Company Limited(600958) underwriting sponsor Co., Ltd. on Shanghai Hehui North Electro-Optic Co.Ltd(600184) Co., Ltd. refers to the independent financial advisory report on the adjustment and grant of the company’s restricted stock incentive plan in 2021
The company grants a certain number of restricted stock index shares to the incentive object according to the conditions and prices specified in the plan. The restricted sale period of such shares is set for a certain period of time. The restricted sale can be lifted only after the conditions for lifting the restricted sale specified in the plan are met
Incentive object refers to the person who is granted restricted stock under the plan
The date on which the company grants restricted shares to the incentive object must be the grant date, which refers to the trading day, which shall be determined by the board of directors of the company after the general meeting of shareholders approves the incentive plan
The maximum period from the completion of the registration of the restricted shares granted to the date when all the restricted shares referred to in the validity period of the grant to the incentive object are lifted or repurchased shall not exceed 84 months
The restricted shares granted to the incentive object under this incentive plan are prohibited from being transferred
Restricted sale period refers to the period for transferring, guaranteeing or repaying debts. Calculated from the date when the restricted shares granted to the incentive object are registered
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 by the incentive object to lift the restriction on the sale of restricted shares according to the incentive plan
The grant price refers to the price determined by the company when granting restricted shares to the incentive object and the incentive object obtains Everdisplay Optronics (Shanghai) Co.Ltd(688538) A shares per share
The assessment measures refer to the assessment management measures for the implementation of the restricted stock incentive plan of Shanghai Hehui North Electro-Optic Co.Ltd(600184) Co., Ltd. in 2021
The articles of association refers to the articles of association of Shanghai Hehui North Electro-Optic Co.Ltd(600184) Co., Ltd
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 measures for continuous supervision refers 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
The Administrative Measures refer to the administrative measures for equity incentive of listed companies
The work guidelines refer to the work guidelines for the implementation of equity incentive by listed companies controlled by central enterprises
The Trial Measures refer to the Trial Measures for the implementation of equity incentive by state-controlled listed companies (domestic)
The business guide refers to the self regulatory guide for companies listed on the science and Innovation Board No. 4 – disclosure of equity incentive information
Remuneration and appraisal committee refers to Everdisplay Optronics (Shanghai) Co.Ltd(688538) the remuneration and appraisal committee of the board of directors
Shanghai SASAC refers to Shanghai state owned assets supervision and Administration Commission
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
Yuan, 10000 yuan and 100 million yuan refer to RMB yuan, 10000 yuan and 100 million yuan
2、 Statement
（1） The documents and materials on which the independent financial adviser’s report is based are provided by Everdisplay Optronics (Shanghai) Co.Ltd(688538) . All parties involved in the plan have guaranteed to 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.
（2） The independent financial adviser only gives opinions on whether the incentive plan is fair and reasonable to Everdisplay Optronics (Shanghai) Co.Ltd(688538) shareholders and its impact on shareholders’ rights and interests and the sustainable operation of the listed company. It does not constitute any investment suggestions for Everdisplay Optronics (Shanghai) Co.Ltd(688538) . The independent financial adviser is not responsible for the possible risks arising from any investment decisions made by investors based on this report.
（3） This report is only for Everdisplay Optronics (Shanghai) Co.Ltd(688538) the purpose of implementing this restricted stock incentive plan in accordance with the administrative measures and other relevant provisions, and shall not be used for other purposes. 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 independent financial advisor’s report.
（4） The independent financial advisor requests all shareholders of the listed company to carefully read the relevant information about the incentive plan publicly disclosed by the listed company.
（5） Based on the principle of being diligent, prudent and responsible to all shareholders of the listed company, and based on the principle of objectivity and impartiality, the independent financial adviser conducted in-depth investigation on the matters involved in the incentive plan and carefully reviewed the relevant materials. The scope of 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 The company’s financial report and the company’s production and operation plan for the last three years and the latest period, and has effectively communicated with the relevant personnel of the listed company. On this basis, the independent financial adviser’s 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 listing rules and the administrative measures, and based on 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: (1) there is no significant change in the current relevant laws, regulations and policies of the state;
（2） The information on which the independent financial adviser is based is authentic, accurate, complete and timely;
（3） The relevant documents issued by the listed company for this restricted stock incentive plan are true and reliable; （4） There are no other obstacles to this restricted stock incentive plan, and all agreements involved can be effectively approved and finally completed on schedule;
（5） All parties involved in this restricted stock incentive plan can fully perform all obligations in good faith and in accordance with the terms of the incentive plan and relevant agreements;
（6） There is no significant adverse impact caused by other unpredictable and irresistible factors.
4、 Opinion of independent financial advisor
（1） Approval and authorization of this incentive plan
1. On December 28, 2021, the company held the 11th meeting of the first board of directors, The meeting deliberated and adopted the proposal on the company’s 2021 restricted stock incentive plan (Draft) > and its summary, the proposal on the management measures for the implementation and assessment of the company’s 2021 restricted stock incentive plan, the proposal on the management measures for the company’s 2021 restricted stock incentive plan, and Proposal on requesting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the restricted stock incentive plan in 2021, etc. The independent directors of the company have expressed independent opinions on whether the incentive plan is conducive to the sustainable development of the company and whether there are circumstances damaging the interests of the company and all shareholders. The above related matters were disclosed on the website of Shanghai Stock Exchange on December 29, 2021.
2. On December 28, 2021, the company held the eighth meeting of the first board of supervisors, deliberated and adopted the proposal on the company’s restricted stock incentive plan in 2021 (Draft) and its summary, the proposal on the management measures for the implementation and assessment of the company’s restricted stock incentive plan in 2021, and the proposal on the management measures for the company’s restricted stock incentive plan in 2021, The board of supervisors of the company verified the relevant matters of the incentive plan and issued relevant verification opinions. The above related matters were disclosed on the website of Shanghai Stock Exchange on December 29, 2021.
3. From December 29, 2021 to January 8, 2022, the company publicized the job number, name and position of the object to be encouraged in the incentive plan within the company. During the publicity period, the company’s employees can put forward opinions to the company’s human resources department. As of the expiration of the publicity period, the human resources department of the company has not received any objection from any organization or individual to the list of incentive objects of the company’s restricted stock incentive plan in 2021.
4. On January 20, 2022, the company received the reply on approving Shanghai Hehui North Electro-Optic Co.Ltd(600184) Co., Ltd. to implement the restricted stock incentive plan (hgsasac distribution [2022] No. 23) issued by Shanghai SASAC. Shanghai SASAC approved the company to implement the incentive plan in principle. On January 22, 2022, the company disclosed the announcement of Shanghai Hehui North Electro-Optic Co.Ltd(600184) Co., Ltd. on the approval of the 2021 restricted stock incentive plan by Shanghai state owned assets supervision and Administration Commission on the website of Shanghai Stock Exchange.
5. On January 28, 2022, the company disclosed the notice of Shanghai Hehui North Electro-Optic Co.Ltd(600184) Co., Ltd. on convening the first extraordinary general meeting of shareholders in 2022 and the announcement of Shanghai Hehui North Electro-Optic Co.Ltd(600184) Co., Ltd. on public solicitation of entrusted voting rights by independent directors on the website of Shanghai Stock Exchange, As the collector, Mr. Ye Shun, the independent director of the company, solicited voting rights from all shareholders of the company on the relevant proposals of the company’s 2021 restricted stock incentive plan considered at the first extraordinary general meeting of shareholders in 2022.
6. The board of supervisors of the company checked the list of persons to be granted incentive objects in the incentive plan and issued verification opinions. On February 11, 2022, the company disclosed the review opinions and publicity instructions of the board of supervisors of Shanghai Hehui North Electro-Optic Co.Ltd(600184) Co., Ltd. on the list of incentive objects in the restricted stock incentive plan in 2021 on the website of Shanghai Stock Exchange.
7. On February 16, 2022, the company held the first extraordinary general meeting of shareholders in 2022, The proposal on the company’s 2021 restricted stock incentive plan (Draft) and its summary, the proposal on the management measures for the implementation and assessment of the company’s 2021 restricted stock incentive plan, the proposal on the management measures for the company’s 2021 restricted stock incentive plan, and Proposal on requesting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the restricted stock incentive plan in 2021, On February 17, 2022, the company disclosed the announcement on the resolution of the first extraordinary general meeting of shareholders of Shanghai Hehui North Electro-Optic Co.Ltd(600184) Co., Ltd. in 2022 and the self inspection report of Shanghai Hehui North Electro-Optic Co.Ltd(600184) Co., Ltd. on the insider information of the company’s restricted stock incentive plan in 2021 and the trading of the company’s shares by the incentive objects on the website of Shanghai Stock Exchange.
8. On February 16, 2022, the company held the 12th meeting of the first board of directors and the 9th meeting of the first board of supervisors. The meeting deliberated and adopted the proposal on adjusting the company’s restricted stock incentive plan in 2021 and the proposal on granting restricted shares to incentive objects. The independent directors of the company have expressed clearly agreed independent opinions on matters related to the incentive plan. The board of supervisors of the company verified the list of incentive objects on the grant date, issued verification opinions, and agreed with the list of incentive objects granted by the company in this incentive plan. In conclusion, the independent financial adviser believes that as of the date of issuance of the independent financial adviser’s report, Everdisplay Optronics (Shanghai) Co.Ltd(688538) the granting of restricted shares to incentive objects has obtained the necessary approval and authorization, which is in line with the relevant provisions of the management measures and the company’s equity incentive plan.
（2） Restrictions of this implementation
