Shanghai Xingong Yihe Enterprise Management Consulting Co., Ltd
about
Chipsea Technologies (Shenzhen) Corp.Ltd(688595) (Shenzhen) Co., Ltd. 2021 phase II restricted stock incentive plan
Matters related to reservation grant
of
Independent financial advisor Report
Independent financial advisor:
February, 2002
catalogue
Chapter one states that three
Chapter II interpretation five
Chapter III basic assumptions Chapter IV main contents of restricted stock incentive plan 8 I. the form of equity to be granted in this incentive plan and the source and type of underlying stocks involved 8 II. The number of rights and interests to be granted under the incentive plan and its proportion in the total shares of the company 8 III. validity period, grant date, ownership arrangement and lock up period of the incentive plan 9 IV. grant price of restricted shares and its determination method V. vesting and vesting conditions of restricted shares Vi. other contents of restricted stock plan Chapter V approval procedures for the implementation of this restricted stock incentive plan Chapter VI the granting of restricted shares 20 I. specific conditions of reserved grant of restricted shares 20 II. Explanation on the difference between the incentive object and the number of restricted shares granted this time and the incentive plan deliberated and approved by the general meeting of shareholders Chapter VII description of the conditions of this restricted stock Grant 22 I. conditions for granting restricted shares 22 II. Description of the board of directors on the achievement of the grant conditions 22 Chapter VIII verification opinions of independent financial adviser twenty-four
Chapter I declaration
Shanghai Xingong Yihe Enterprise Management Consulting Co., Ltd. (hereinafter referred to as “Xingong consulting”) is entrusted, Served as the independent financial adviser (hereinafter referred to as the “independent financial adviser”) of Chipsea Technologies (Shenzhen) Corp.Ltd(688595) (Shenzhen) Co., Ltd. (hereinafter referred to as ” Chipsea Technologies (Shenzhen) Corp.Ltd(688595) “, “listed company” or “company”) for the second phase of restricted stock incentive plan (hereinafter referred to as the “incentive plan”) in 2021, and prepared this report. The independent financial adviser’s report is in accordance with the relevant provisions of laws, regulations and normative documents such as 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, the Listing Rules of Shanghai Stock Exchange on the science and innovation board, the self regulatory guide for listed companies on the science and Innovation Board No. 4 – disclosure of equity incentive information, On the basis of the relevant information provided by Chipsea Technologies (Shenzhen) Corp.Ltd(688595) , issue the opinions of independent financial advisers for the reference of all shareholders and relevant parties of Chipsea Technologies (Shenzhen) Corp.Ltd(688595) .
1. The documents and materials on which the independent financial adviser’s report is based are provided by Chipsea Technologies (Shenzhen) Corp.Ltd(688595) , Chipsea Technologies (Shenzhen) Corp.Ltd(688595) has assured the independent financial adviser that the relevant information about the equity incentive 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 advisor has conducted due diligence on the equity incentive matters, 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; Chipsea Technologies (Shenzhen) Corp.Ltd(688595) and the documents and materials provided by relevant parties are true, accurate and complete; All parties involved in this restricted stock plan can fully perform all obligations in good faith and in accordance with the terms of 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 materials publicly disclosed by relevant listed companies such as the second phase of restricted stock incentive plan (Draft) of Chipsea Technologies (Shenzhen) Corp.Ltd(688595) (Shenzhen) Co., Ltd. in 2021.
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 advisor reminds investors that this report does not constitute any investment advice for Chipsea Technologies (Shenzhen) Corp.Ltd(688595) , and the independent financial advisor will not bear any responsibility for the possible risks of any investment decisions made by investors based on this report.
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
Chipsea Technologies (Shenzhen) Corp.Ltd(688595) . Listed companies and companies refer to Chipsea Technologies (Shenzhen) Corp.Ltd(688595) (Shenzhen) Co., Ltd
Restricted stock incentive plan and this incentive plan refer to the restricted stock incentive plan of Chipsea Technologies (Shenzhen) Corp.Ltd(688595) (Shenzhen) Co., Ltd. in the second phase of this plan in 2021
The second financial report of Haixin Technology Consulting Co., Ltd. on the incentive plan for independent enterprises granted by Haixin Technology Consulting Co., Ltd. in 2021 refers to the financial report of Haixin Technology Consulting Co., Ltd
Independent financial consultant and Xingong consulting refer to Shanghai Xingong Yihe Enterprise Management Consulting Co., Ltd
Restricted shares and class II restricted shares refer to the shares of the company obtained and registered by incentive objects who meet the grant conditions of the incentive plan after meeting the corresponding benefit conditions
According to the provisions of this incentive plan, the incentive objects of the company that obtains restricted shares refer to directors, senior managers, core technicians and other personnel that the board of directors deems necessary to be encouraged
The grant date refers to the date on which the company grants restricted shares to the incentive object, and the grant date must be the trading day
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
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
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
Vesting conditions refer to the benefit conditions set up by the incentive plan and the incentive object is to obtain the incentive shares
The term of validity refers to the period from the date of the grant of restricted shares to the date when all the restricted shares granted to the incentive object are vested or invalid
Remuneration Committee refers to the remuneration and assessment committee of 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
Listing Rules refers to the Listing Rules of Shanghai Stock Exchange’s Sci tech innovation board
The self regulatory guide refers to the self regulatory guide for listed companies on the science and Innovation Board No. 4 – disclosure of equity incentive information
The articles of association refers to the articles of association of Chipsea Technologies (Shenzhen) Corp.Ltd(688595) (Shenzhen) Co., Ltd
The company assessment management measures refer to the second year of 2021 of Chipsea Technologies (Shenzhen) Corp.Ltd(688595) (Shenzhen) Co., Ltd
Management measures for the implementation and assessment of term stock incentive plan
Yuan / 10000 yuan refers to RMB yuan / 10000 yuan, the legal currency unit of the people’s Republic of China
The English abbreviation of microcontrollerunit, called micro control unit in Chinese, is to appropriately reduce the frequency and specification of CPU, and integrate peripheral interfaces such as memory, counter, USB and even drive circuit on a single chip, Form a chip level computer.
Analog to digital converter is the English abbreviation of analog to digital converter. ADC refers to analog-to-digital converter or analog-to-digital converter. Its main function is to convert analog signals into digital signals.
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) Chipsea Technologies (Shenzhen) Corp.Ltd(688595) the materials and information provided and publicly disclosed are true, accurate and complete;
(III) there are no other obstacles to the incentive plan, and all agreements involved can be effectively approved and finally completed on schedule;
(IV) all parties involved in the implementation of the incentive plan can abide by the principle of good faith and fully perform all their obligations in accordance with the scheme of the incentive plan and the terms of relevant agreements;
(V) there is no significant adverse effect caused by other force majeure.
Chapter IV main contents of restricted stock incentive plan
Chipsea Technologies (Shenzhen) Corp.Ltd(688595) this incentive plan is prepared by the Remuneration Committee under the board of directors of the company and approved by the 34th meeting of the second board of directors and the fourth extraordinary general meeting of shareholders in 2021. 1、 The form of equity to be granted under the incentive plan and the source and types of underlying stocks involved
The incentive form adopted in this incentive plan is the second type of restricted stock, and the stock source is the company’s RMB A-share common stock issued by the company to the incentive object. 2、 The number of rights and interests to be granted under the incentive plan and its proportion in the total shares of the company
The number of restricted shares to be granted to the incentive objects in the incentive plan is 3.6 million shares, accounting for about 3.60% of the total share capital of the company on the announcement date of the draft incentive plan. Among them, 2.88 million restricted shares were granted for the first time, accounting for about 2.88% of the total share capital of the company on the announcement date of the draft incentive plan and 80.00% of the total number of restricted shares to be granted in the incentive plan; 720000 shares are reserved, accounting for about 0.72% of the total share capital of the company on the announcement date of the draft incentive plan, and the reserved part accounts for 20.00% of the total number of restricted shares to be granted in the incentive plan.
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