Shanghai Xingong Yihe Enterprise Management Consulting Co., Ltd
about
Chipsea Technologies (Shenzhen) Corp.Ltd(688595) (Shenzhen) Co., Ltd
Restricted stock incentive plan for 2021
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 source of the underlying stock involved in the equity to be granted under the incentive plan 8 II. Number of restricted shares to be granted 8 III. validity period, grant date, ownership arrangement and lock up period of restricted stock 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 VI reserved grant of restricted shares 19 I. specific conditions of reserved grant of restricted shares 19 II. Explanation on the difference between the incentive object and number of restricted shares granted this time and the incentive plan deliberated and approved by the general meeting of shareholders 20 Chapter VII description of the conditions of this restricted stock Grant 21 I. the conditions for granting restricted shares and the description of the board of directors on the achievement of the conditions for granting restricted shares 21 Chapter VIII verification opinions of independent financial advisers twenty-two
Chapter I declaration
Shanghai Xingong Yihe Enterprise Management Consulting Co., Ltd. (hereinafter referred to as “Xingong consulting”) is entrusted to act as the independent financial consultant (hereinafter referred to as “the independent financial consultant”) of Chipsea Technologies (Shenzhen) Corp.Ltd(688595) (Shenzhen) Co., Ltd. (hereinafter referred to as ” Chipsea Technologies (Shenzhen) Corp.Ltd(688595) ” or “listed company”, “company”) this restricted stock incentive plan (hereinafter referred to as “the incentive plan”), And make 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 information publicly disclosed by relevant listed companies such as the 2021 restricted stock incentive plan (Draft) of Chipsea Technologies (Shenzhen) Corp.Ltd(688595) (Shenzhen) Co., Ltd.
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 2021
Shanghai Xingong Yihe Enterprise Management Consulting Co., Ltd. refers to the independent financial consultant’s report on matters related to the reserved grant of restricted stock incentive plan in 2021 of Sea Technology (Shenzhen) 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 the incentive plan, the incentive objects of the company who obtain restricted shares refer to the directors, senior managers (including subsidiaries) and other personnel deemed necessary by the board of directors
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
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
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 restrictions of Chipsea Technologies (Shenzhen) Corp.Ltd(688595) (Shenzhen) Co., Ltd. in 2021
Administrative measures for the implementation and assessment of incentive stock plans
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 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 restricted stock incentive plan
Chipsea Technologies (Shenzhen) Corp.Ltd(688595) this restricted stock incentive plan was drafted by the Remuneration Committee under the board of directors of the company, which was deliberated and adopted at the 26th meeting of the second board of directors and the first extraordinary general meeting of shareholders in 2021. 1、 The source of the underlying stock involved in the equity to be granted under the incentive plan
The incentive method 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、 Number of restricted shares to be granted
The number of restricted shares to be granted to the incentive objects in the incentive plan is 3.2 million shares, accounting for about 3.20% of the total share capital of the company on the announcement date of the draft incentive plan. Among them, 2.56 million restricted shares were granted for the first time, accounting for about 2.56% 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; 640000 shares are reserved, accounting for about 0.64% 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.
The company’s 2020 restricted stock incentive plan was reviewed and approved by the 22nd Meeting of the second board of directors held on November 20, 2020 and the fourth extraordinary general meeting of shareholders held on December 11, 2020
