Shanghai Xingong Technology Group Co., Ltd
about
Guizhou Taiyong-Changzheng Technology Co.Ltd(002927) matters related to the cancellation of stock options and restricted stock incentive plan and the cancellation of restricted stock repurchase in 2019
of
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 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 V. grant and exercise of the incentive plan / release of restrictions on sales Vi. other contents of the incentive plan Chapter V approval procedures for the implementation of this equity incentive plan Chapter VI cancellation of stock options and repurchase and cancellation of restricted shares 26 I. cancellation of stock options 26 II. Repurchase and cancellation of restricted shares 26 Chapter VII verification opinions of independent financial advisers twenty-eight
Chapter I declaration
Shanghai Xingong Technology Group Co., Ltd. (hereinafter referred to as “Xingong”) is entrusted to act as the independent financial adviser (hereinafter referred to as “the independent financial adviser”) of Guizhou Taiyong-Changzheng Technology Co.Ltd(002927) (hereinafter referred to as “002927}” or “listed company”, “company”) this stock option and restricted stock incentive plan (hereinafter referred to as “the incentive plan”) 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, and on the basis of relevant materials provided by Guizhou Taiyong-Changzheng Technology Co.Ltd(002927) , the opinions of the independent financial adviser are issued for the reference of all shareholders and relevant parties of Guizhou Taiyong-Changzheng Technology Co.Ltd(002927) .
1. The documents and materials on which the independent financial adviser’s report is based are provided by Guizhou Taiyong-Changzheng Technology Co.Ltd(002927) , Guizhou Taiyong-Changzheng Technology Co.Ltd(002927) has guaranteed to the independent financial adviser that the relevant information about the incentive plan provided by it is true, accurate and complete, and that such information is free from false records, misleading statements or major omissions.
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; Guizhou Taiyong-Changzheng Technology Co.Ltd(002927) 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 Guizhou Taiyong-Changzheng Technology Co.Ltd(002927) 2019 stock option and restricted stock incentive plan and other materials publicly disclosed by relevant listed companies.
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 Guizhou Taiyong-Changzheng Technology Co.Ltd(002927) 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
Guizhou Taiyong-Changzheng Technology Co.Ltd(002927) . Listed companies and companies refer to Guizhou Taiyong-Changzheng Technology Co.Ltd(002927)
Equity incentive plan, this incentive plan, refers to the Guizhou Taiyong-Changzheng Technology Co.Ltd(002927) 2019 stock option and limited plan, and the institutional stock incentive plan of the incentive plan
Shanghai Xingong Technology Group Co., Ltd. on Guizhou Guizhou Taiyong-Changzheng Technology Co.Ltd(002927) This report and this independent financial advisory report refer to the independent financial advisory report on matters related to the cancellation of stock options and restricted stock incentive plan and the cancellation of restricted stock repurchase of Technology Co., Ltd. in 2019
Independent financial consultant and Xingong Co., Ltd. refer to Shanghai Xingong Technology Group 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
Restricted stock refers 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 core core employees of the company (including subsidiaries) and other employees that the board of directors determines need to be encouraged
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 authorization of stock options and the date of grant of restricted shares to the date when all validity periods refer to the date when the exercise or cancellation of stock options and the cancellation of restrictions on sale or repurchase of restricted shares are completed
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 restrictions on sale refer to the lifting of the restrictions on the sale of restricted shares obtained by the incentive object according to the incentive plan
Conditions that must be met
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 Guizhou Taiyong-Changzheng Technology Co.Ltd(002927) articles of association
The company’s assessment management measures refer to the Guizhou Taiyong-Changzheng Technology Co.Ltd(002927) 2019 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) Guizhou Taiyong-Changzheng Technology Co.Ltd(002927) 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
Guizhou Taiyong-Changzheng Technology Co.Ltd(002927) 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 11th meeting of the second board of directors and the fifth extraordinary general meeting of shareholders in 2019. 1、 Stock source of this incentive plan
The incentive plan includes stock option incentive plan and restricted stock incentive plan. The source of the underlying stock 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 1.686 million rights and interests to incentive objects, and the type of underlying shares involved is RMB A-share common shares, accounting for about 0.99% of the total share capital of the company on the announcement date of the draft incentive plan. This grant is a one-time grant without reserved rights and interests. The total number of underlying shares involved in the equity incentive plan within the whole validity period of the company does not exceed 10% of the total share capital of the company. The number of shares of the company granted by any incentive object in the incentive plan through the equity incentive plan within the whole validity period shall not exceed 1% of the total share capital of the company, as follows:
(I) stock option incentive plan: the incentive plan intends to grant 273000 stock options to incentive objects
