Company abbreviation: Lizhong Sitong Light Alloys Group Co.Ltd(300428) securities code: 300428 Shanghai Rongzheng Investment Consulting Co., Ltd
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Lizhong Sitong Light Alloys Group Co.Ltd(300428)
2022 restricted stock incentive plan (Draft)
Independent financial advisor Report
February 2022
catalogue
1、 Interpretation 3 II. Statement 4 III. basic assumptions 5 IV. main contents of this restricted stock incentive plan 6 (I) scope and distribution of incentive objects 6 (II) number of restricted shares granted 7 (III) validity period, grant date, ownership arrangement and lock up period of restricted shares 8 (IV) vesting and vesting conditions of restricted shares 10 (V) grant price of restricted shares 13 (VI) other contents of the incentive plan 14 v. opinions of independent financial adviser 15 (I) verification opinions on whether the restricted stock incentive plan meets the provisions of policies and regulations 15 (II) verification opinions on the feasibility of the company’s equity incentive plan 16 (III) verification opinions on the scope and qualification of incentive objects 16 (IV) verification opinions on the amount of equity granted under the equity incentive plan 16 (V) verification opinions on whether the listed company provides any form of financial assistance to the incentive object 17 (VI) verification opinions on the pricing method of the award price of the incentive plan 17 (VII) verification opinions on whether the equity incentive plan damages the interests of the listed company and all shareholders 18 (VIII) financial opinions on the implementation of the equity incentive plan by the company 19 (IX) opinions on the impact of the company’s implementation of equity incentive plan on the sustainable operation ability and shareholders’ rights and interests of listed companies 20 (x) opinions on the rationality of performance appraisal system and appraisal methods of listed companies 20 (XI) others 21 (XII) other matters that should be explained 22 VI. documents for future reference and consultation methods 23 (I) documents for future reference 23 (II) consultation method 23 I. interpretation Lizhong Sitong Light Alloys Group Co.Ltd(300428) , the company, the company and the listed company refer to Lizhong Sitong Light Alloys Group Co.Ltd(300428) company
Financial consultant and independent financial consultant refer to Shanghai Rongzheng Investment Consulting Co., Ltd
This incentive plan refers to the Lizhong Sitong Light Alloys Group Co.Ltd(300428) 2022 restricted stock incentive plan
Restricted shares and class II restricted shares refer to the shares of the company obtained and registered by incentive objects who meet the grant conditions of the incentive plan after meeting the corresponding attribution conditions
Incentive object refers to the employees of the company who are qualified to obtain a certain number of restricted shares in accordance with the provisions of this 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 of each restricted stock granted by the company to the incentive object
Attribution refers to the behavior that the listed company registers the shares in the account of the incentive object after the incentive object meets the benefit conditions
Attribution conditions refer to the benefit conditions set up by the restricted stock incentive plan, and the incentive object is to obtain the incentive stock
Vesting date refers to the date when the granted shares are registered after the incentive object meets the benefit conditions. It must be the trading day
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
Listing Rules refers to the Shenzhen Stock Exchange GEM Listing Rules (revised in 2020)
Articles of association means the Lizhong Sitong Light Alloys Group Co.Ltd(300428) articles of association
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shenzhen Stock Exchange
Yuan means 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 Lizhong Sitong Light Alloys Group Co.Ltd(300428) . All parties involved in the plan have assured 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.
(II) the independent financial adviser only gives opinions on whether the restricted stock incentive plan is fair and reasonable to Lizhong Sitong Light Alloys Group Co.Ltd(300428) shareholders, the impact on shareholders’ rights and interests and the continuous operation of the listed company, does not constitute any investment suggestions for Lizhong Sitong Light Alloys Group Co.Ltd(300428) , and does not bear any responsibility for the possible risks arising from any investment decisions made by investors according to 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 restricted stock 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 adviser has conducted in-depth investigation on the matters involved in the restricted stock 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 for the last three years and the latest issue, and has conducted effective communication with 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 in accordance with 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 incentives of listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange (revised in 2020), the self regulatory guide for GEM listed companies of Shenzhen Stock Exchange No. 1 – business handling and other laws, regulations and normative documents, According to the relevant information 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 restricted stock incentive plan are true and reliable;
(IV) there are no other obstacles to this restricted stock incentive plan, and all agreements involved can be effectively approved and finally completed on schedule;
(V) 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;
(VI) there is no significant adverse impact caused by other unpredictable and force majeure factors.
4、 Main contents of this restricted stock incentive plan
The remuneration and assessment committee of the board of directors of listed companies is responsible for formulating the restricted stock incentive plan in 2022. According to the current policy environment in China and the actual situation of Lizhong Sitong Light Alloys Group Co.Ltd(300428) , the restricted stock incentive plan is adopted for the incentive objects of the company. This report of the independent financial adviser will give professional opinions on the restricted stock incentive plan. (I) scope and distribution of incentive objects
1. The incentive plan grants a total of 297 incentive objects, including:
(1) Senior management;
(2) Middle and senior managers and core technical (business) personnel.
Among the incentive objects of the incentive plan, senior managers must be elected by the general meeting of shareholders or appointed by the board of directors of the company. All incentive objects must work in the company (including the company and its wholly-owned and holding subsidiaries) and sign labor contracts or employment contracts when the company grants restricted shares and during the assessment period of the plan.
The incentive objects involved in this incentive plan do not include independent directors, supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the shares of the company and their spouses, parents and children.
The incentive objects include some foreign employees, who belong to the middle and senior managers of the company. The reason why the company includes them in the incentive plan is that the foreign incentive objects participating in the incentive plan play an important role in the company’s daily management, operation and technology research and development, Incorporating it into the incentive plan will further promote the construction and stability of the company’s core talent team, thus contributing to the long-term development of the company.
The incentive objects of the reserved grant part shall be determined within 12 months after the plan is considered and approved by the general meeting of shareholders. After the proposal of the board of directors, the explicit opinions of the independent directors and the board of supervisors, the professional opinions of lawyers and the legal opinions are issued, the company shall timely and accurately disclose the relevant information of the incentive objects on the designated website as required. If the incentive object is not specified for more than 12 months, the reserved rights and interests shall become invalid. The criteria for determining the reserved incentive object shall be determined with reference to the criteria for the first award.
2. The incentive object does not have the following circumstances that cannot be the incentive object:
(1) Being identified as an inappropriate candidate by the stock exchange within the last 12 months;
(2) Those who have been identified as inappropriate candidates by the CSRC and its dispatched offices within the last 12 months;
(3) In the last 12 months, he was administrated by the CSRC and its dispatched offices for major violations of laws and regulations
Punishing or taking measures against market entry;
(4) Those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law;
(5) Those who are not allowed to participate in the equity incentive of listed companies according to laws and regulations;
(6) Other circumstances recognized by the CSRC.
3. Distribution of restricted shares granted by the incentive plan among incentive objects
The distribution of restricted shares granted by the incentive plan among incentive objects is shown in the table below:
Proportion of the total number of restricted shares granted in sequence to the number of shares of the current total number of shares (10000 shares)
1 Zhang Jianliang Vice President China 36.00 1.26% 0.06%
2 Zhen Yuejun, vice president of China 36.00 1.26% 0.06%
3 Wang Wenhong, vice president of China 36.00 1.26% 0.06%
4 Li Zhiguo, vice president and board secretary of China 36.00 1.26% 0.06%
5 Yang Guoyong, CFO China 36.00 1.26% 0.06%
6 jaroenthangsaksri middle and senior managers Thailand 10.00 0.35% 0.02% mr.sa-ard
7 Lee kumok middle and senior managers Korea 8.00 0.28% 0.01%
8 Zheng Chang Qing middle and senior managers Canada 7.50 0.26% 0.01%
Other middle and senior managers and core technical (business) personnel (289 persons) 2094.50 73.36% 3.39%
