Securities abbreviation: Nanjing Textiles Import & Export Corp.Ltd(600250) securities code: 600250 Shanghai Rongzheng Investment Consulting Co., Ltd
about
Nanjing Textiles Import & Export Corp.Ltd(600250)
2021 stock option incentive plan
Matters related to the first grant
of
Independent financial advisor Report
February, 2002
catalogue
1、 Interpretation 3 II. Statement 5 III. basic assumptions 6 IV. approval procedures of the incentive plan 7 v. first award of the incentive plan 8 VI. description of the first award conditions and achievements of the incentive plan 11 VII. The first grant date of this incentive plan VIII. Impact of the implementation of the incentive plan on the financial results of the year IX. verification opinions of the independent financial adviser 13 X. documents for future reference and consultation methods 13 I. interpretation
Unless otherwise specified, the following words have the following meanings in this article:
Nanjing Textiles Import & Export Corp.Ltd(600250) , company, upper finger Nanjing Textiles Import & Export Corp.Ltd(600250)
City company
The incentive plan refers to the Nanjing Textiles Import & Export Corp.Ltd(600250) 2021 stock option incentive plan
The independent financial consultant refers to Shanghai Rongzheng Investment Consulting Co., Ltd
This independent financial advisory report of Shanghai Rongzheng Investment Consulting Co., Ltd. on Nanjing Textile Import and Export Co., Ltd. refers to the independent financial advisory report on matters related to the first grant of stock option incentive plan in 2021
Stock options and options refer to the right granted by the company to the incentive object to purchase a certain number of shares of the company at a predetermined price and conditions in a certain period of time in the future
Incentive objects refer to the directors, senior managers and middle-level managers of the company who have obtained stock options in accordance with the provisions of this incentive plan, and the senior managers of holding subsidiaries
Grant date refers to the date on which the company grants stock options to incentive objects, and the grant date must be the trading day
The term of validity refers to the period from the date of the first grant of the stock option to the completion or expiration of the exercise of the stock option
Waiting period refers to the period between the grant date of stock option and the vesting date of stock option
The behavior of the incentive object to exercise the stock options it owns according to the plan. Exercise in the plan refers to the behavior of the incentive object to purchase the underlying shares according to the conditions set in the incentive plan
The exercisable date refers to the date when the incentive object can start exercising the right. The exercisable date must be the trading day
The exercise price refers to the price at which the incentive object purchases the company's shares as determined in the plan
Exercise conditions refer to the conditions that must be met for the incentive object to exercise stock options according to the 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 Administrative Measures refer to the administrative measures for equity incentive of listed companies
Document No. 175 refers to the Trial Measures for the implementation of equity incentive by state-owned holding listed companies (domestic) (Guo Zi FA FA FA Fen [2006] No. 175)
Document No. 171 refers to the notice on issues related to regulating the implementation of equity incentive system by state-owned holding listed companies (gzffd [2008] No. 171)
Circular No. 102 refers to the notice on matters related to further improving the equity incentive of listed companies controlled by central enterprises (Guo Zi FA Kao Fen GUI [2019] No. 102)
Document No. 178 refers to the guidelines for the implementation of equity incentive by listed companies controlled by central enterprises (Guo Zi kaofen [2020] No. 178)
Articles of association means the Nanjing Textiles Import & Export Corp.Ltd(600250) articles of association
Nanjing SASAC refers to the state owned assets supervision and Administration Commission of Nanjing Municipal People's government
Remuneration and appraisal committee refers to the remuneration and appraisal committee of the board of directors
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shanghai Stock Exchange
Yuan means RMB yuan
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 Nanjing Textiles Import & Export Corp.Ltd(600250) . All parties involved in the plan have guaranteed to the independent financial adviser that all the documents and materials provided for issuing 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 stock option incentive plan is fair and reasonable to Nanjing Textiles Import & Export Corp.Ltd(600250) shareholders, the impact on shareholders' rights and interests and the sustainable operation of the listed company, does not constitute any investment suggestions for Nanjing Textiles Import & Export Corp.Ltd(600250) , 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 stock option 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 consultant has conducted in-depth investigation on the matters involved in the stock option incentive plan and carefully reviewed the relevant materials. The scope of the investigation includes the articles of association of listed companies, salary management measures, resolutions of previous board of directors and 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.
This report is prepared in accordance with the company law, the securities law, the administrative measures, document 175 and document 171, with reference to the requirements of laws, regulations and normative documents such as document 102 and document 178, and based on the relevant materials provided by the listed company.
3、 Basic assumptions
The independent financial advisor's report issued by the financial advisor is based on the following assumptions:
(I) there is no significant change in the current relevant national laws, regulations and policies;
(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 stock option incentive plan are true and reliable; (IV) there are no other obstacles to the stock option incentive plan, and all agreements involved can be effectively approved and finally completed on schedule;
(V) all parties involved in this stock option incentive plan can fully perform all obligations in good faith and in accordance with the incentive plan and relevant agreements;
(VI) there is no significant adverse impact caused by other unpredictable and force majeure factors.
4、 Approval procedures of this incentive plan
(I) on December 17, 2021, the company held the 5th meeting of the 10th board of directors, deliberated and adopted the proposal on and its summary, and the proposal on formulating < Nanjing Textiles Import & Export Corp.Ltd(600250) 2021 stock option incentive plan management measures The proposal on formulating the administrative measures for the implementation and assessment of the stock option incentive plan in 2021 and the proposal on submitting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the stock option incentive plan in 2021. The company announced relevant announcements such as the draft and abstract of the incentive plan, and the independent directors of the company expressed independent opinions on this, The board of supervisors also issued verification opinions on matters related to equity incentive.
(II) from December 20 to December 29, 2021, the company publicized the names and positions of the incentive objects granted for the first time within the company. During the publicity period, the company did not receive any objection about the incentive objects, and disclosed the verification opinions and publicity instructions of the Nanjing Textiles Import & Export Corp.Ltd(600250) board of supervisors on the list of incentive objects first granted by the company's 2021 stock option incentive plan on December 31, 2021.
(III) on December 30, 2021, the company received the reply on Nanjing Textiles Import & Export Corp.Ltd(600250) implementation of stock option incentive plan (Ningguo ziweikao [2021] No. 268) from the state owned assets supervision and Administration Commission of Nanjing Municipal People's Government forwarded by the controlling shareholder Nanjing Tourism Group Co., Ltd. and agreed to the Nanjing Textiles Import & Export Corp.Ltd(600250) 2021 stock option incentive plan (Draft).
The first extraordinary general meeting of shareholders of the company was held on February 2021, The proposal on and its summary, the proposal on formulating , and the proposal on formulating , were deliberated and adopted Proposal on requesting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the 2021 stock option incentive plan. Independent directors have solicited entrusted voting rights from all shareholders on the equity incentive plan in accordance with laws and regulations. On January 8, 2022, the company disclosed the announcement of the resolution of the general meeting of shareholders, the legal opinion and the Nanjing Textiles Import & Export Corp.Ltd(600250) self inspection report on the trading of the company's shares by insiders of the company's 2021 stock option incentive plan.
(V) on February 17, 2022, the company held the 7th Meeting of the 10th board of directors, deliberated and approved the proposal on granting stock options to the incentive objects of 2021 stock option incentive plan for the first time. The independent directors of the company expressed independent opinions on this, the board of supervisors verified the list of incentive objects and matters related to the grant on the first grant date, and the law firm issued a legal opinion.
In conclusion, the financial consultant believes that as of the date of this report, Nanjing Textiles Import & Export Corp.Ltd(600250) the granting of stock options to incentive objects has obtained the necessary approval and authorization, which is in line with the relevant provisions of the management measures and the incentive plan. 5、 First award of this incentive plan
(I) first grant date: February 17, 2022;
(II) number of First grants: 7.5 million;
(III) total number of incentive objects granted for the first time: 30;
(IV) exercise price of stock option granted for the first time: 4.85 yuan / share;
(V) stock source: the company issues A-share common stock to the incentive object.
(VI) validity period, waiting period and exercise arrangement of incentive plan:
1. Period of validity
The validity period of the incentive plan shall be calculated from the date of the first grant of stock options, and the maximum period shall not exceed 72 months. 2. Waiting period
The waiting period is the interval between the date of grant of stock options and the date of exercise of stock options. The stock options granted under the plan are exercised in three batches, and the waiting periods of each batch are 24 months, 36 months and 48 months respectively from the date of grant.
3. Vesting date
The stock options granted may be exercised after 24 months from the date of grant. The exercisable date must be a trading day, but may not be exercised within the following periods:
(1) Within 30 days before the announcement of the company's periodic report, if the announcement date of the periodic report is delayed due to special reasons, it shall be calculated from 30 days before the original scheduled announcement date to 1 day before the announcement;
(2) Within 10 days before the announcement of the company's performance forecast and performance express;
(3) From the date of major events that may have a great impact on the trading price of the company's shares and their derivatives or the date of entering the decision-making process to 2 trading days after disclosure according to law;
(4) Other periods prescribed by the CSRC and the Shanghai Stock Exchange.
4. Exercise period
Within the vesting date, if the vesting conditions specified in the plan are met, the incentive object shall exercise the stock options in three phases within the next 36 months after the expiration of 24 months from the vesting date.
The exercise period of stock options granted for the first time and the exercise schedule of each period are shown in the table:
Exercise arrangement exercise time exercise proportion
The first delivery date after 24 months from the date of grant of the corresponding part of the stock option
33% within 36 months from the first exercise date to the date of grant of the corresponding part of the stock option
End of the last trading day
The first delivery after 36 months from the date of grant of the corresponding part of the stock option
Second exercise period
