Securities abbreviation: Hunan Zhongke Electric Co.Ltd(300035) securities code: 300035 Shanghai Rongzheng Investment Consulting Co., Ltd
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Hunan Zhongke Electric Co.Ltd(300035)
In 2018, the restricted stock incentive plan granted the first part of the third release period and reserved for the second release period
of
Independent financial advisor Report
February 2022
catalogue
1、 Interpretation 3 II. Statement 4 III. basic assumptions 5 IV. authorization and approval of equity incentive plan 6 v. opinions of independent financial consultant 9 (I) description of the achievements of the 2018 restricted stock incentive plan in lifting the restrictions on sales 9 (II) incentive objects and number of shares with restrictions on sales that can be lifted this time 13 (III) concluding observations 14 VI. documents for future reference and consultation methods 15 (I) documents for future reference 15 (II) consultation method 15 I. interpretation 1 Listed company, company, Hunan Zhongke Electric Co.Ltd(300035) : refers to Hunan Zhongke Electric Co.Ltd(300035) 2 Equity incentive plan, incentive plan and this plan: refer to Hunan Zhongke Electric Co.Ltd(300035) 2018 restricted stock incentive plan (Draft) Restricted shares: the company grants a certain number of company shares to the incentive object according to the conditions and prices specified in the incentive plan. These shares are set with a certain period of restricted sale period. The restricted sale and circulation can be lifted only after reaching the conditions for lifting the restricted sale specified in the incentive plan. 4 Incentive object: directors, senior managers, middle managers and core technology (business) backbone who worked in the company (including holding subsidiaries, the same below) when the company announced the incentive plan in accordance with the provisions of the plan. 5. Grant date: refers to the date on which the company grants restricted shares to the incentive object. The grant date must be the trading day. 6 Grant price: the price of each restricted stock granted by the company to the incentive object is 7 Restricted sale period: the period during which the restricted shares granted to the incentive object under the incentive plan are prohibited from being transferred, used for guarantee and debt repayment. 8 Release period: the period during which the restricted shares held by the incentive object can be released and listed for circulation after the release conditions specified in the incentive plan are met. 9 Conditions for lifting the restriction on sales: according to the incentive plan, the conditions that must be met for the lifting of the restriction on sales of restricted shares obtained by the incentive object 10 Company Law: Company Law of the people’s Republic of China 11 Securities Law: Securities Law of the people’s Republic of China 12 Administrative measures: Administrative Measures for equity incentive of listed companies 13 Articles of association: Hunan Zhongke Electric Co.Ltd(300035) articles of association 14 CSRC: China Securities Regulatory Commission 15 Stock Exchange: Shenzhen Stock Exchange 16 Yuan: RMB yuan
2、 Statement
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 Hunan Zhongke Electric Co.Ltd(300035) . 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, and there are no omissions, false or misleading statements, and 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 expresses opinions on whether the equity incentive plan is fair and reasonable to Hunan Zhongke Electric Co.Ltd(300035) shareholders, the impact on shareholders’ rights and interests and the sustainable operation of the listed company, does not constitute any investment suggestions for Hunan Zhongke Electric Co.Ltd(300035) , 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 equity incentive plan publicly disclosed by the listed company.
(V) based on the principle of being diligent, prudent and responsible to all shareholders of the listed company, the independent financial consultant conducted in-depth investigation on the matters involved in the equity incentive plan and carefully reviewed the relevant materials. The scope of the investigation includes the articles of association of the listed company, salary management measures, resolutions of the previous board of directors and general meetings 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 requirements of laws, regulations and normative documents such as the company law, the securities law 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 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 equity incentive plan are true and reliable;
(IV) there are no other obstacles to the equity incentive plan, and all agreements involved can be effectively approved and finally completed on schedule;
(V) all parties involved in this equity incentive plan can fully perform all obligations in good faith and in accordance with the terms of the incentive plan and relevant agreements;
(VI) there is no significant adverse impact caused by other unpredictable and force majeure factors.
4、 Authorization and approval of equity incentive plan
1. On December 12, 2018, the company held the 14th meeting of the 4th board of directors, deliberated and approved the proposal on the company’s 2018 restricted stock incentive plan (Draft) and its summary, and the proposal on the company’s assessment management measures for the implementation of 2018 restricted stock incentive plan The independent directors of the company expressed their independent opinions on the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive.
2. On December 12, 2018, the company held the 10th meeting of the 4th board of supervisors, deliberated and adopted the proposal on the company’s 2018 restricted stock incentive plan (Draft) and its summary, and the proposal on the company’s assessment management measures for the implementation of 2018 restricted stock incentive plan Proposal on verifying the company’s list of some incentive objects granted for the first time under the 2018 restricted stock incentive plan, etc.
3. From December 13, 2018 to December 22, 2018, the company publicized the list of some incentive objects granted by the restricted stock incentive plan in 2018 for the first time through the internal bulletin board. Within the time limit of publicity, no organization or individual raised objections or adverse reactions, and there was no feedback record. On December 24, 2018, the company announced the review opinions and publicity statement of the board of supervisors on the list of some incentive objects granted for the first time by the company’s restricted stock incentive plan in 2018. The board of supervisors checked the list of some incentive objects granted for the first time and explained the publicity.
4. On December 28, 2018, the company held the third extraordinary general meeting of shareholders in 2018, deliberated and adopted the proposal on the company’s 2018 restricted stock incentive plan (Draft) and its summary, and the proposal on the company’s measures for the administration of the implementation and assessment of the 2018 restricted stock incentive plan Proposals such as the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive, and disclosed the self inspection report on the trading of company shares by insiders and incentive objects of the company’s 2018 restricted stock incentive plan.
5. On January 18, 2019, the company held the 15th meeting of the 4th board of directors and the 11th meeting of the 4th board of supervisors, deliberated and adopted the proposal on adjusting the list and number of incentive objects granted for the first time in the 2018 restricted stock incentive plan and the proposal on the company granting restricted shares to incentive objects for the first time, The independent directors of the company express their independent opinions on the adjustment and grant of the incentive plan.
6. On February 25, 2019, the company disclosed the announcement on the completion of the registration of the first grant of restricted stock incentive plan in 2018. So far, the company has completed the first grant and registration of restricted stock in 2018. The listing date of restricted shares first granted by the restricted stock incentive plan is February 27, 2019.
7. On December 20, 2019, the company held the 20th meeting of the 4th board of directors and the 16th meeting of the 4th board of supervisors, deliberated and adopted the proposal on granting reserved restricted shares to incentive objects. Take December 20, 2019 as the reserved grant date, and grant 2 million restricted shares to 25 incentive objects at the price of 3.67 yuan / share. The independent directors of the company express their independent opinions on the granting of reserved parts of the incentive plan.
8. On March 9, 2020, the company disclosed the announcement on the completion of the grant registration of the reserved part of the 2018 restricted stock incentive plan. Since the incentive object director Mr. PI Tao reduced his holdings of the company’s non tradable shares through centralized bidding, the grant registration of the restricted shares of the equity incentive plan of Mr. PI Tao was suspended according to relevant regulations, Therefore, the number of registrants of some reserved restricted shares granted this time is 24, and 1.37 million restricted shares have been actually registered this time. The listing date is March 11, 2020.
9. On March 13, 2020, the company held the 21st Meeting of the 4th board of directors and the 17th meeting of the 4th board of supervisors, and deliberated and adopted the proposal on the achievement of lifting the restrictions during the first lifting period of the first part of the restricted stock incentive plan in 2018 The independent directors of the company expressed their independent opinions on the proposal on repurchasing and canceling some restricted shares in the 2018 restricted stock incentive plan and the proposal on adjusting the repurchase price of restricted shares in the 2018 restricted stock incentive plan.
10. On March 19, 2020, the company disclosed the suggestive announcement on the release of restricted shares in the first release period of the first part of the Restricted Shares Incentive Plan in 2018. According to the authorization of the third extraordinary general meeting of shareholders in 2018 to the board of directors, The company has gone through the listing and circulation procedures of some shares in the first lifting period granted by the restricted stock incentive plan in 2018. There are 124 incentive objects who meet the conditions for lifting the restrictions, and the number of restricted shares lifted this time is 5288400 shares. The listing and circulation date of the restricted shares whose sales restrictions are lifted this time is March 23, 2020.
11. On May 12, 2020, the company held the 2019 annual general meeting of shareholders, deliberated and approved the proposal on repurchase and cancellation of some restricted shares under the 2018 restricted stock incentive plan and the proposal on changing the company’s registered capital and amending the corresponding provisions of the articles of association, It also disclosed the announcement on repurchase and cancellation of some restricted shares, capital reduction and notice to creditors.
12. On June 17, 2020, the company disclosed the announcement on the completion of the repurchase and cancellation of some restricted shares in the 2018 restricted stock incentive plan, which was reviewed and confirmed by Shenzhen Branch of China Securities Depository and Clearing Co., Ltd, The repurchase and cancellation of some restricted shares (21600 shares) in the company’s 2018 restricted stock incentive plan was completed on June 16, 2020. After the cancellation of this repurchase, the total share capital of the company was changed from 641974424 shares to 641952824 shares.
13. On September 3, 2020, the company disclosed the announcement on the completion of the registration of the reserved part of the 2018 restricted stock incentive plan, and completed the registration of 630000 restricted shares granted to Mr. PI Tao, the director and deputy general manager of the incentive plan. The listing date is September 8, 2020. So far, the company has completed the grant and registration of the reserved portion of restricted shares in 2018, and the total registered share capital of the company has been changed from 641952824 shares to 6425824 shares.
14. On February 26, 2021, the company held the fourth meeting of the Fifth Board of directors and the fourth meeting of the Fifth Board of supervisors, and deliberated and adopted the proposal on the achievement of lifting the restrictions during the second lifting period of the first granting of restricted stock incentive plan in 2018 The proposal on the achievement of the first lifting of the restrictions in the first lifting period of the reserved grant part of the restricted stock incentive plan in 2018, the proposal on the repurchase and cancellation of some restricted stocks in the restricted stock incentive plan in 2018, and the proposal on adjusting the repurchase price of restricted stocks in the restricted stock incentive plan in 2018, The independent directors of the company have expressed their independent opinions on relevant proposals.
15. On March 16, 2021, the company disclosed the suggestive announcement on the release of restricted shares in the second release period of the first grant of Restricted Shares Incentive Plan in 2018. According to the authorization of the third extraordinary general meeting of shareholders in 2018 to the board of directors, The company has gone through the listing and circulation procedures of some shares in the second lifting period of the first grant of restricted stock incentive plan in 2018. A total of 120 incentive objects meet the conditions for lifting the restrictions. The number of restricted shares lifted this time is 6.956 million, and the listing and circulation date of restricted shares lifted this time is
