Shanghai Xingong Yihe Enterprise Management Consulting Co., Ltd
about
Shanghai Golden Bridge Infotech Co.Ltd(603918) 2022 stock option and restricted stock incentive plan (Draft)
of
Independent financial advisor Report
Independent financial advisor:
February, 2002
catalogue
Chapter one states that 3 Chapter II interpretation 5 chapter III basic assumptions 7 Chapter IV main contents of this incentive plan 8 I. stock source of this incentive plan 8 II. Total amount of equity granted by the incentive plan 8 III. relevant schedule of this incentive plan 9 IV. exercise price and grant price of the incentive plan 14 v. grant and exercise of the incentive plan / lifting of restrictions on sales 15 VI. other contents of the incentive plan 23 Chapter V opinions of independent financial advisers 24 I. verification opinions on whether the incentive plan meets the provisions of policies and regulations 24 II. Verification opinions on the feasibility of Shanghai Golden Bridge Infotech Co.Ltd(603918) implementing equity incentive plan 24 III. verification opinions on the scope and qualification of incentive objects 25 IV. verification opinions on the amount of equity granted under the equity incentive plan 26 v. financial opinions on the implementation of equity incentive plan of the company 27 VI. verification opinions on the impact of equity incentive plan on Shanghai Golden Bridge Infotech Co.Ltd(603918) sustainable operation ability and shareholders’ equity 31 VII. Verification opinions on whether Shanghai Golden Bridge Infotech Co.Ltd(603918) provides any form of financial assistance for incentive objects VIII. Verification opinions on whether the equity incentive plan damages the interests of the listed company and all shareholders 32 IX. opinions on the rationality of the company’s performance appraisal system and appraisal management measures 32 X. other matters that should be explained Chapter VI documents and places for future reference 35 I. list of documents for future reference 35 II. Location of documents for future reference thirty-five
Chapter I declaration
Shanghai Xingong Yihe Enterprise Management Consulting Co., Ltd. is entrusted to act as the independent financial adviser (hereinafter referred to as the independent financial adviser) of Shanghai Golden Bridge Infotech Co.Ltd(603918) (hereinafter referred to as “the independent financial adviser”) for the stock option and restricted stock incentive plan (hereinafter referred to as “the incentive plan”) of Shanghai Golden Bridge Infotech Co.Ltd(603918) (hereinafter referred to as “the listed company”, “the company”) and prepare this report. This independent financial advisory report is based on the relevant provisions of 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 incentive of listed companies and other laws, regulations and normative documents. On the basis of the relevant materials provided by Shanghai Golden Bridge Infotech Co.Ltd(603918) , the opinions of the independent financial adviser are issued for the reference of all shareholders and relevant parties of Shanghai Golden Bridge Infotech Co.Ltd(603918) .
1. The documents and materials on which the independent financial adviser’s report is based are provided by Shanghai Golden Bridge Infotech Co.Ltd(603918) , Shanghai Golden Bridge Infotech Co.Ltd(603918) has assured the independent financial adviser that the relevant information about the incentive plan provided by it is true, accurate and complete, and that there are no false records, misleading statements or major omissions in such information.
2. Based on the principle of diligence, prudence and due diligence to all shareholders of the listed company, and based on the principle of objectivity and impartiality, the independent financial adviser has conducted due diligence on the matters of the incentive plan, and has sufficient reasons to believe that there is no material difference between the professional opinions expressed and the documents disclosed by the listed company. And be responsible for the authenticity, accuracy and completeness of the independent financial adviser’s report.
3. The opinions expressed by the independent financial adviser are based on the following assumptions: there are no significant changes in the current national laws and regulations, and there are no significant changes in the national policies and market environment of the industry in which the listed company is located; There is no significant change in the social and economic environment of the region where the listed company is located; Shanghai Golden Bridge Infotech Co.Ltd(603918) and the documents provided by relevant parties are true, accurate and complete; All parties involved in this incentive plan can perform all obligations in an honest and trustworthy manner in accordance with the incentive plan and relevant agreements; The incentive plan can be approved by the competent department without other obstacles and can be completed smoothly; There are no significant changes in the accounting policies and accounting systems currently implemented in this incentive plan; There are no significant adverse effects caused by other force majeure and unpredictable factors.
4. The independent financial advisor has no relationship with the listed company. The independent financial advisor issues an independent financial advisor report on this incentive plan in full accordance with the principles of objectivity and impartiality. At the same time, the independent financial adviser urges investors to carefully read the information publicly disclosed by relevant listed companies such as the Shanghai Golden Bridge Infotech Co.Ltd(603918) 2022 stock option and restricted stock incentive plan (Draft).
5. 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.
6. The independent financial adviser reminds investors that this report aims to express professional opinions on the feasibility of the incentive plan, whether it is conducive to the sustainable development of the listed company, whether it damages the interests of the listed company and its impact on the interests of shareholders, and does not constitute any investment suggestions for Shanghai Golden Bridge Infotech Co.Ltd(603918) and possible risks to any investment decisions made by investors according to this report, The independent financial advisor assumes no responsibility.
Chapter II interpretation
In this independent financial adviser’s report, unless the context specifies, the following abbreviations have the following meanings:
Interpretation item interpretation content
Shanghai Golden Bridge Infotech Co.Ltd(603918) , listed company, company refers to Shanghai Golden Bridge Infotech Co.Ltd(603918)
This incentive plan and this incentive plan refer to Shanghai Golden Bridge Infotech Co.Ltd(603918) 2022 stock option and restricted stock incentive plan
Shanghai Xingong Yihe Enterprise Management Consulting Co., Ltd. on Shanghai Jinqiao this report and this independent financial advisory report refer to the independent financial advisory report of Information Co., Ltd. on the 2022 stock option and restricted stock incentive plan (Draft)
Independent financial consultant and Xingong Yihe refers to Shanghai Xingong Yihe Enterprise Management Consulting Co., Ltd
Stock option refers to the right granted by the company to the incentive object to purchase a certain number of shares of the company under predetermined conditions within a certain period of time in the future
Restricted shares refer to the shares of the company whose transfer and other rights are restricted according to the conditions specified in the incentive plan
The underlying stock refers to the shares of the company that the incentive object has the right to purchase under the plan
The public incentive objects who obtain stock options or restricted shares in accordance with the provisions of the incentive plan refer to the middle-level and management backbone, core technology / core business personnel of the company (including subsidiaries)
Authorization date / grant date refers to the date on which the company grants stock options and restricted stocks to incentive objects. The authorization date and grant date must be trading days
From the date of stock option authorization and restricted stock grant to the date when the incentive validity period refers to the date when all stock options granted to the object are exercised or cancelled and the restricted stock is lifted or repurchased and cancelled
The waiting period refers to the period between the date when the stock option authorization is completed and registered and the date when the stock option is exercisable
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 determined by the company when granting stock options to the incentive object and the incentive object purchases the shares of the listed company
Exercise conditions refer to the conditions that must be met by the incentive object to exercise the stock option 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 the shares of the company
The conditions for the incentive object to exercise its rights and interests set in the incentive plan have not yet reached the restricted sale period, which refers to the period during which the restricted shares cannot be transferred, used for guarantee or debt repayment, which is calculated from the date when the incentive object is granted the restricted shares and completes the registration
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 for the restricted shares obtained by the incentive object to be lifted according to the incentive plan
Remuneration and assessment committee refers to the remuneration and assessment committee under 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
Articles of association means the Shanghai Golden Bridge Infotech Co.Ltd(603918) articles of association
The company’s assessment management measures refer to the Shanghai Golden Bridge Infotech Co.Ltd(603918) 2022 assessment management measures for the implementation of stock option and restricted stock incentive plan
Yuan / 10000 yuan refers to RMB yuan / 10000 yuan, the legal currency unit of the people’s Republic of China
Chapter III basic assumptions
The independent financial advisor’s report is based on the following basic assumptions:
(I) there is no significant change in the current relevant national laws, regulations and policies;
(II) Shanghai Golden Bridge Infotech Co.Ltd(603918) the materials and information provided and publicly disclosed are true, accurate and complete;
(III) there are no other obstacles to the equity incentive plan, and all agreements involved can be effectively approved and finally completed on schedule;
(IV) all parties involved in the implementation of the equity incentive plan can fully perform all their obligations in accordance with the plan of the equity incentive plan and the terms of relevant agreements in accordance with the principle of good faith;
(V) there is no significant adverse effect caused by other force majeure.
Chapter IV main contents of the incentive plan
Shanghai Golden Bridge Infotech Co.Ltd(603918) this incentive plan is formulated by the remuneration and assessment committee under the board of directors of the listed company and approved at the 28th meeting of the Fourth Board of directors. 1、 Stock source of this incentive plan
The stock source is the company’s RMB A-share common stock issued by the company to the incentive object. 2、 Total amount of equity granted under this incentive plan
The incentive plan includes stock option incentive plan and restricted stock incentive plan.
The incentive plan plans to grant a total of 3.867 million rights and interests to the incentive objects, and the type of underlying shares involved is RMB A-share common shares, accounting for about 1.05% of the company’s total share capital of 366746078 shares on the date of publication of the draft incentive plan, of which the total number of rights and interests granted for the first time is 3.267 million, accounting for 84.48% of the total rights and interests to be granted in the incentive plan, Accounting for about 0.89% of the company’s total share capital of 366746078 shares on the date of publication of the draft incentive plan; 600000 shares are reserved, accounting for 15.52% of the total rights and interests to be granted in the incentive plan and about 0.16% of the total share capital of the company on the date of publication of the draft incentive plan.
The company’s 2020 stock option and restricted stock incentive plan (Draft) approved at the second extraordinary general meeting of shareholders in 2020 is still being implemented. As of the publication date of the draft incentive plan, the company has all
