Notice of Shenzhen Tashan Enterprise Management Consulting Co., Ltd. on Shenzhen Increase Technology Co.Ltd(300713) phase I stock option incentive plan (Draft)
Independent financial advisor Report
February, 2002
catalogue
catalogue 1 interpretation 2 declare that 3 I. main contents of stock option incentive plan 4 (I) stock source and grant quantity of stock options 4 (II) scope of incentive objects and distribution of stock options 4 (III) exercise price and determination method of stock options 5 (IV) validity period, grant date, waiting period, exercise arrangement and sales restriction provisions of stock option incentive plan 6 (V) conditions for granting and exercising stock options 8 (VI) other contents of stock option incentive plan 11 II. Opinions of independent financial advisor 13 (I) verification opinions on the feasibility of implementing the equity incentive plan 13 (II) verification opinions on accounting treatment of equity incentive plan 15 (III) verification opinions on the implementation of the assessment system of equity incentive plan 15 (IV) verification opinions on the impact of the implementation of equity incentive plan on the company's sustainable operation ability and shareholders' equity 16 (V) verification opinions on whether the implementation of equity incentive plan damages the interests of the company and all shareholders 16 III. documents and places for future reference 17 (I) documents for future reference 17 (II) location for future reference seventeen
interpretation
In this report, unless the context otherwise requires, the following words have the following meanings:
Shenzhen Increase Technology Co.Ltd(300713) . The company refers to Shenzhen Increase Technology Co.Ltd(300713) (Securities abbreviation: Shenzhen Increase Technology Co.Ltd(300713) ; securities code: 300713)
This incentive plan and this plan refer to the Shenzhen Increase Technology Co.Ltd(300713) first phase stock option incentive plan
Equity incentive plan (Draft), this refers to the Shenzhen Increase Technology Co.Ltd(300713) first stock option incentive plan (Draft)
Report of Shenzhen Tashan Enterprise Management Consulting Co., Ltd. on Shenzhen Yingke independent financial consultant, and this report refers to the independent financial consultant report of the first stock option incentive plan (Draft) of Rui Technology 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 in a certain period of time in the future
Incentive object refers to the personnel participating in the incentive plan
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 exercise price refers to the price at which the incentive object purchases the company's shares determined in the incentive plan
The period during which the conditions for the incentive object to exercise the stock option set in the incentive plan have not yet waited for the achievement of the expected index shall be calculated from the date of completing the registration of the stock option granted to the incentive object
Exercise period refers to the period during which the stock options held by the incentive object can be exercised after the exercise conditions set in the incentive plan are met
Exercise conditions refer to the conditions determined in the incentive plan that must be met by the incentive object to exercise stock options
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 Listing Rules of Shenzhen Stock Exchange gem
Articles of association means the Shenzhen Increase Technology Co.Ltd(300713) articles of association
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shenzhen Stock Exchange
The independent financial consultant refers to Shenzhen Tashan Enterprise Management Consulting Co., Ltd
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
Statement
He Shan consulting is entrusted to act as the independent financial consultant of Shenzhen Increase Technology Co.Ltd(300713) phase I stock option incentive plan and issue this report. For the issuance of this report, the independent financial advisor hereby makes the following statement:
1. This report is prepared in accordance with the company law, the securities law, the administrative measures and other laws, regulations and normative documents, and based on the relevant materials and information provided by the company. The company has guaranteed that the relevant materials and information provided about the incentive plan are true, accurate and complete, and there are no false records, misleading statements or major omissions.
2. The independent financial adviser only gives 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, which does not constitute any investment suggestions for the listed company and the possible risks arising from any investment decisions made by investors according to this report, The independent financial advisor assumes no responsibility.
3. The opinions expressed in this report are based on the following assumptions: there is no significant change in the current relevant national laws, regulations and policies; There is no significant change in the market, economic and social environment of the region and industry where the company is located; The materials and information provided by the company are true, accurate and complete; All parties involved in this incentive plan can fully and properly perform all obligations in good faith in accordance with the terms of this incentive plan and relevant agreements; The incentive plan has no other obstacles and can be completed smoothly; There are no other force majeure and unpredictable factors causing significant adverse effects.
4. The independent financial consultant issues this report in accordance with the principles of objectivity, impartiality and good faith. This report is only for the purpose for which the company intends to implement this incentive plan, and shall not be used for any other purpose.
1、 Main contents of stock option incentive plan (I) stock source and grant quantity of stock option
1. The stock source of this incentive plan is the company's A-share common stock issued to the incentive object. 2. The number of stock options to be granted in the incentive plan is 6 million, accounting for about 3.8027% of the total share capital of the company at the time of announcement of the draft incentive plan. Among them, 4802737 shares were granted for the first time, accounting for about 3.0439% of the total share capital of the company at the time of announcement of the draft incentive plan and about 80.0456% of the total equity to be granted this time; 11972630 reserved grants, accounting for about 0.7588% of the total share capital of the company at the time of announcement of the draft incentive plan and about 19.9544% of the total equity to be granted this time.
The total shares of the company involved in the equity incentive plan within the validity period of the company shall not exceed 20% of the total share capital of the company.
During the period from the date of announcement of the incentive plan to the completion of the exercise of stock options by the incentive object, if the company has matters such as the conversion of capital reserve into share capital, the distribution of stock dividends, the division or reduction of shares, and the allotment of shares, the number of stock options granted / exercised will be adjusted accordingly. (II) scope of incentive objects and distribution of stock options
The incentive objects granted by the incentive plan for the first time shall not exceed 160, including directors, senior managers and other personnel deemed necessary by the board of directors of the company.
The incentive objects of this incentive plan include Mr. Yin Wei, the actual controller, chairman and general manager of the company. As the leading core of the company, Mr. Yin Wei has a decisive influence on the company's business management, development strategy and other major decisions.
In addition, the incentive objects of the incentive plan also include Mr. Deng Hu and Mr. Liu Wenfeng, who separately hold more than 5% of the shares of the company. Mr. Deng Hu is currently the director and Secretary of the board of directors of the company, and Mr. Liu Wenfeng is currently the director and general manager of the power supply division of the company, all of which play an important role in the strategic planning, operation and management and business development of the company.
In conclusion, the incentive plan takes the above-mentioned personnel as incentive objects, which is in line with the actual situation and development needs of the company and the relevant provisions of the listing rules, and is reasonable and necessary.
All incentive objects must work in the company (including subsidiaries) and sign labor contracts or employment agreements when the company grants stock options and during the assessment period of this incentive plan.
Within 12 months after the incentive plan is considered and approved by the general meeting of shareholders, the incentive objects reserved for grant shall be determined with reference to the standard of incentive objects granted for the first time.
The distribution of stock options to be granted under the incentive plan is shown in the table below:
Serial number name the proportion of the number of positions granted to the total amount granted to the total share capital (10000 copies)
1 Yin Wei, chairman and general manager 30.0000 5.0000% 0.1901%
2 director Liu Wenfeng 13.0860 2.1810% 0.0829%
3 Deng Hu, director and Secretary of the board of directors 12.3950 2.0658% 0.0786%
4 Nie Jianhua, deputy general manager 12.2087 2.0348% 0.0774%
5 Sun Jing CFO 12.2087 2.0348% 0.0774%
6 other personnel deemed necessary by the board of directors 400.3753 66.7292% 2.5375%
(155 persons)
Reserve 119.7263 19.9544% 0.7588%
Total 600.0000 100.0000% 3.8027%
Note: any difference in mantissa between the sum of the above total data and each detailed data is caused by rounding.
The cumulative shares of the company granted by any incentive object of the incentive plan through all the equity incentive plans within the validity period shall not exceed 1% of the total share capital of the company. (III) exercise price and determination method of stock options
1. Exercise price of stock options
The exercise price of stock options (including reserved) granted by the incentive plan is 17.37 yuan / share. That is, after meeting the exercise conditions, each stock option granted to the incentive object can purchase the A-share common shares issued by the company at the price of 17.37 yuan per share.
2. Determination method of exercise price of stock option
The exercise price of the stock options (including reserved) granted by the incentive plan shall not be lower than the par value of the company's shares, and shall not be lower than the higher of the following prices:
(1) The average trading price of the company's shares in the trading day before the announcement of the incentive plan (the total trading volume of the company's shares in the previous trading day / the total trading volume of the company's shares in the previous trading day) is 17.08 yuan per share;
(2) The average trading price of the company's shares in the 20 trading days before the announcement of the incentive plan (the total trading volume of the company's shares in the first 20 trading days / the total trading volume of the company's shares in the first 20 trading days) is 17.37 yuan per share. (IV) the validity period, grant date, waiting period, exercise arrangement and sales restriction provisions of the stock option incentive plan
1. Term of validity
The validity period of this incentive plan is from the date of the first grant of stock options to the date of full exercise or cancellation, with a maximum of 60 months.
2. Grant date
After the incentive plan is deliberated and approved by the general meeting of shareholders of the company, the board of directors shall determine the grant date, which must be the trading day. Within 60 days from the date when the general meeting of shareholders deliberates and approves the incentive plan, the company will convene the board of directors in accordance with relevant regulations, determine the first grant date, and complete registration, announcement and other relevant procedures. If the company fails to complete the above work within 60 days, it shall disclose the reasons for the failure in time, terminate the implementation of the incentive plan, and the stock options not granted shall become invalid. The reserved rights and interests shall be granted within 12 months after the incentive plan is considered and approved by the general meeting of shareholders.
3. Waiting period and exercise arrangement
The waiting periods of stock options granted for the first time under the incentive plan are 12 months, 24 months and 36 months respectively from the date of completion of grant registration. The stock options granted to the incentive object under this incentive plan shall not be transferred, pledged, mortgaged, used to guarantee or repay debts.
After the waiting period of the incentive plan expires, the stock options granted to the incentive object enter the vesting period. can
