Company abbreviation: Beijing Yjk Building Software Co.Ltd(300935) securities code: 300935 Shanghai Rongzheng Investment Consulting Co., Ltd
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Beijing Yjk Building Software Co.Ltd(300935)
Matters related to reserved grant of restricted stock incentive plan in 2021
of
Independent financial advisor Report
February 2022
catalogue
1、 Interpretation 3 II. Statement 4 III. basic assumptions 5 IV. approval procedures of this restricted stock incentive plan 6 v. reserved grant of restricted shares 7 VI. differences between the incentive plan implemented this time and the incentive plan adopted by the general meeting of shareholders 9 VII. Description of the conditions for the reserved grant of restricted shares 8. Verification opinions of the independent financial advisor 11 I. interpretation of Beijing Yjk Building Software Co.Ltd(300935) , the company, the company and the company in the city of Beijing Yjk Building Software Co.Ltd(300935)
Independent financial consultant refers to Shanghai Rongzheng Investment Consulting Co., Ltd
This incentive plan refers to the Beijing Yjk Building Software Co.Ltd(300935) 2021 restricted stock incentive plan
The second category of restricted shares and restricted refers to the shares of the company obtained and registered by the incentive objects who meet the conditions for granting the incentive plan after meeting the corresponding conditions for ownership of shares
Incentive object refers to the core technical / business personnel who obtain restricted shares in accordance with the provisions of this incentive plan
The date of grant of shares to the company refers to the date of grant of restricted shares to the company
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 December 2020)
Articles of association means the Beijing Yjk Building Software Co.Ltd(300935) 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 Beijing Yjk Building Software Co.Ltd(300935) . 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 gives opinions on whether the restricted stock incentive plan is fair and reasonable to Beijing Yjk Building Software Co.Ltd(300935) shareholders, the impact on shareholders' rights and interests and the sustainable operation of the listed company, does not constitute any investment suggestions for Beijing Yjk Building Software Co.Ltd(300935) , 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 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.
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、 Approval procedures for this restricted stock incentive plan
Beijing Yjk Building Software Co.Ltd(300935) the 2021 restricted stock incentive plan has fulfilled the necessary approval procedures:
(I) on April 26, 2021, the company held the fifth meeting of the third board of directors and the fourth meeting of the third board of supervisors, deliberated and adopted the proposal on the company's restricted stock incentive plan in 2021 (Draft) > and its summary and other proposals related to the incentive plan. The independent directors of the company expressed their independent opinions, The board of supervisors checked the list of incentive objects granted restricted shares for the first time.
(II) from April 28, 2021 to May 8, 2021, the company publicized the names and positions of incentive objects within the company. During the publicity period, the board of supervisors did not receive any objection related to the incentive object granted for the first time in this incentive plan. On May 13, 2021, the board of supervisors issued the review opinions and publicity statement of the board of supervisors on the list of incentive objects of the company's restricted stock incentive plan in 2021. On the same day, the company disclosed the self inspection report on the trading of the company's shares by insiders and incentive objects of the restricted stock incentive plan in 2021.
(III) on May 19, 2021, the company held the 2020 annual general meeting of shareholders, deliberated and passed the proposal on the company's 2021 restricted stock incentive plan (Draft) and its summary, and the proposal on the company's measures for the assessment and management of the implementation of 2021 restricted stock incentive plan Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company's equity incentive plan.
(IV) on May 19, 2021, the company held the sixth meeting of the third board of directors and the fifth meeting of the third board of supervisors, and deliberated and adopted the proposal on granting restricted shares to incentive objects for the first time. It is agreed to determine May 19, 2021 as the first grant date and grant 601000 class II restricted shares to 94 incentive objects. The independent directors of the company expressed their independent opinions, and the board of supervisors checked the list of incentive objects granted restricted shares for the first time.
(V) on February 22, 2022, the company held the 9th meeting of the 3rd board of directors and the 8th meeting of the 3rd board of supervisors, deliberated and approved the proposal on adjusting the grant price of the restricted stock incentive plan in 2021 and the proposal on granting some restricted shares reserved in the restricted stock incentive plan in 2021 to incentive objects. The independent directors of the company expressed their independent opinions, and the board of supervisors checked the list of incentive objects granted and reserved some restricted shares.
In conclusion, the independent financial adviser believes that as of the date of issuance of this report, Beijing Yjk Building Software Co.Ltd(300935) the restricted shares reserved for incentive objects have obtained the necessary approval and authorization, which is in line with the relevant provisions of the administrative measures, listing rules and incentive plan. 5、 Reserved grant of restricted shares
The third restricted meeting of the board of directors on September 22, 2022 is reserved.
(I) grant date: February 22, 2022
(II) number of shares granted: 149000 shares
(III) number of persons granted: 78
(IV) grant price: 38.08 yuan / share
(V) list and distribution of incentive objects:
Name and position proportion of restricted shares granted to reserved restricted shares granted to the total number of shares (10000 shares) at the time of announcement of this incentive plan proportion of the total share capital of the company
Core technical / business personnel (78 persons) 14.90 100.00% 0.26%
Note: 1. The shares of the company granted by any of the above incentive objects through all effective equity incentive plans do not exceed 1% of the total share capital of the company. The total number of subject shares involved in all effective incentive plans of the company shall not exceed 20% of the total share capital of the company when the equity incentive plan is submitted to the general meeting of shareholders.
2. If the total number in the above table is inconsistent with the mantissa of the sum of the sub item values, it is caused by rounding.
(VI) stock source: the company issues A-share common stock to the incentive object
(VII) validity period and attribution arrangement of the incentive plan
The validity period of this incentive plan shall be no more than 60 months from the date of the first grant of restricted shares to the date when all the restricted shares granted to the incentive object are vested or invalid.
The restricted shares granted by the incentive plan will be vested in several times according to the agreed proportion after the incentive object meets the corresponding vesting conditions. The vesting date must be the trading day, and the obtained restricted shares shall not be vested in the following periods:
1. Within 30 days before the announcement of the annual report and semi annual report of a listed company, if the announcement date of the periodic report is delayed due to special reasons, it shall be calculated from 30 days before the original scheduled announcement date to 1 day before the announcement;
2. 10 days before the announcement of the quarterly report, performance forecast and performance express of the listed company;
3. From the date of major events that may have a great impact on the trading price of the company's shares and their derivatives or the date of entering the decision-making process to the date of disclosure according to law;
4. Other periods stipulated by the CSRC and Shenzhen Stock Exchange.
The ownership arrangement of the reserved part is shown in the table below:
Proportion of the number of vested rights and interests in the total amount of restricted shares reserved for grant at the time of ownership arrangement
The first reservation grant is from the first trading day after 12 months from the date of reservation grant to 50% of the reservation
The vesting period expires on the last trading day within 24 months from the date of grant
The second period of reservation grant is from the first trading day after 24 months from the date of reservation grant to 50% of reservation grant
The vesting period expires on the last trading day within 36 months from the date of grant
Restricted shares that have not been vested within the above agreed period or that cannot be applied for vesting due to failure to meet the vesting conditions shall not be vested, invalid and invalid.
The restricted shares granted to the incentive object but not yet vested, the shares obtained due to the conversion of capital reserve into share capital, stock dividend and stock subdivision, are subject to the vesting conditions at the same time, and shall not be sold in the secondary market or transferred in other ways before vesting. If the restricted shares cannot be vested at that time, the shares obtained for the above reasons shall also not be vested.
