Hunan Mendale Hometextile Co.Ltd(002397) : independent financial advisory report of Shanghai Xingong Yihe Enterprise Management Consulting Co., Ltd. on matters related to the reserved grant of stock options and restricted stock incentive plan in Hunan Mendale Hometextile Co.Ltd(002397) 2021

Shanghai Xingong Yihe Enterprise Management Consulting Co., Ltd

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Matters related to reserved grant of stock options and restricted stock incentive plan in 2021

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Independent financial advisor Report

Independent financial advisor:

February, 2002

catalogue

Chapter one states that three

Chapter II interpretation five

Chapter III basic assumptions 7 Chapter IV main contents of this incentive plan eight

1、 The stock source of this incentive plan eight

2、 The total amount of equity granted under this incentive plan eight

3、 The relevant schedule of this incentive plan nine

4、 The exercise price and grant price of this incentive plan fourteen

5、 Grant and exercise of this incentive plan / release of restrictions on sales Chapter V approval procedures for the performance of this incentive plan Chapter VI reserved grant of stock options and restricted shares twenty-three

1、 Details of reserved grant of stock options twenty-three

2、 Specific conditions of reserved grant of restricted shares Chapter VII description of the grant conditions of stock options and restricted shares 26 Chapter VIII verification opinions of independent financial adviser twenty-eight

Chapter I declaration

Shanghai Xingong Yihe Enterprise Management Consulting Co., Ltd. (hereinafter referred to as “Xingong Yihe”) is entrusted to act as the independent financial consultant (hereinafter referred to as “the independent financial consultant”) of Hunan Mendale Hometextile Co.Ltd(002397) (hereinafter referred to as “002397}” or “listed company”, “company”) this stock option and restricted stock incentive plan (hereinafter referred to as “the incentive plan”), And make 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 relevant materials provided by Hunan Mendale Hometextile Co.Ltd(002397) , the independent financial advisory opinions are issued for the reference of all shareholders and relevant parties of Hunan Mendale Hometextile Co.Ltd(002397) .

1. The documents and materials on which the independent financial adviser’s report is based are provided by Hunan Mendale Hometextile Co.Ltd(002397) , Hunan Mendale Hometextile Co.Ltd(002397) has assured the independent financial adviser that the relevant information provided by it about the incentive plan 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; Hunan Mendale Hometextile Co.Ltd(002397) 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 Hunan Mendale Hometextile Co.Ltd(002397) 2021 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. Whether any suggestion made by the consultant on the basis of this report is beneficial to the interests of the listed company, and whether it may cause any harm to the interests of the listed company’s professional development, and whether any suggestion made by the consultant on the basis of this report may cause harm to the interests of the listed company’s professional development {0027}, 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

Hunan Mendale Hometextile Co.Ltd(002397) . Listed companies and companies refer to Hunan Mendale Hometextile Co.Ltd(002397)

Equity incentive plan and this incentive plan refer to Hunan Mendale Hometextile Co.Ltd(002397) 2021 stock option and restricted stock incentive plan of this plan

The report of Shanghai Xingong Yihe Enterprise Management Consulting Co., Ltd. on Hunan Mengjie and the independent financial advisory report refer to the independent financial advisory report on matters related to the reserved grant of stock options and restricted stock incentive plan of Home Textile Co., Ltd. in 2021

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 some directors, senior managers and core management, technical and business personnel of the company (including subsidiaries)

Grant date / authorization date refers to the date on which the company grants restricted shares and stock options to incentive objects. The grant date and authorization 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 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 for the incentive object to exercise stock options according to the 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 Shenzhen Stock Exchange

China Securities Depository and Clearing Corporation refers to Shenzhen 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

Business handling guide refers to the business handling guide for listed companies of Shenzhen Stock Exchange No. 9 – equity incentive

The articles of association refers to the Hunan Mendale Hometextile Co.Ltd(002397) articles of association

The company’s assessment management measures refer to the assessment management measures for the implementation of Hunan Mendale Hometextile Co.Ltd(002397) 2021 stock option and restricted stock incentive plan

Yuan / 10000 yuan / 100 million yuan refers to RMB yuan / 10000 yuan / 100 million 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) Hunan Mendale Hometextile Co.Ltd(002397) 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

Hunan Mendale Hometextile Co.Ltd(002397) this restricted stock incentive plan was drafted by the remuneration and assessment committee under the board of directors of the listed company, which was deliberated and adopted at the 18th meeting of the Fifth Board of directors and the 2020 annual general meeting of shareholders. 1、 Stock source of this incentive plan

The incentive plan includes stock option incentive plan and restricted stock incentive plan. The subject stock of the stock option incentive plan is the company’s RMB A-share common stock issued by the company to the incentive object, and the subject stock of the restricted stock incentive plan is the company’s RMB A-share common stock issued by the company to the incentive object and the company’s RMB A-share common stock repurchased from the secondary market. 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 45 million rights and interests to incentive objects, and the subject stock involved is RMB A-share common stock, accounting for about 5.93% of the total share capital of 758261443 shares on the announcement date of the draft incentive plan. Among them, 36.2 million rights and interests were granted for the first time, accounting for 80.44% of the total rights and interests to be granted in the incentive plan and 4.77% of the total share capital of 758261443 shares on the announcement date of the draft incentive plan; 8.8 million rights and interests are reserved, accounting for 19.56% of the total rights and interests to be granted in the incentive plan and 1.16% of the total share capital of 758261443 shares on the announcement date of the draft incentive plan. The details are as follows:

(I) stock option incentive plan: the incentive plan intends to grant 34.2 million stock options to the incentive object, involving RMB A-share ordinary shares, accounting for about 75,82% of the total share capital of the company on the announcement date of the draft incentive plan

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