Shenzhen Tashan Enterprise Management Consulting Co., Ltd
On Hunan Yujing Machinery Co.Ltd(002943) 2022 stock option incentive plan (Draft)
Independent financial advisor Report
February, 2002
catalogue
interpretation...... 2 declare that 3 I. main contents of stock option incentive plan four
(I) source and quantity of stock options to be granted four
(II) scope of incentive objects and distribution of stock options four
(III) exercise price of stock option and its determination method five
(IV) validity period, authorization date, waiting period, exercise arrangement and sales restriction provisions of the stock option incentive plan five
(V) authorization and exercise conditions of stock options eight
(VI) other contents of the stock option incentive plan 11 II. Opinions of independent financial advisor twelve
(I) verification opinions on the feasibility of the company's implementation of equity incentive plan twelve
(II) verification opinions on the accounting treatment of the company's implementation of equity incentive plan fourteen
(III) verification opinions on the implementation of equity incentive plan assessment system by the company 16 (IV) verification opinions on the impact of the implementation of equity incentive plan on the company's sustainable operation ability and shareholders' equity sixteen
(V) verification opinions on whether the implementation of equity incentive plan damages the interests of the company and all shareholders 17 III. documents and places for future reference eighteen
(I) documents for future reference eighteen
(II) location for future reference eighteen
interpretation
In this report, unless the context otherwise requires, the following words have the following meanings:
Hunan Yujing Machinery Co.Ltd(002943) , listed company and company refer to Hunan Yujing Machinery Co.Ltd(002943) (Securities abbreviation: Hunan Yujing Machinery Co.Ltd(002943) ; securities code: 002943)
This incentive plan, this plan and equity refer to the Hunan Yujing Machinery Co.Ltd(002943) 2022 stock option incentive plan
Equity incentive plan (Draft) refers to the Hunan Yujing Machinery Co.Ltd(002943) 2022 stock option incentive plan (Draft)
Report of Shenzhen Tashan Enterprise Management Consulting Co., Ltd. on Hunan Yujing independent financial consultant, and this report refers to the independent financial consultant report of 2022 stock option incentive plan (Draft) of Machinery 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
Incentive objects refer to the personnel who intend to participate in the incentive plan, including senior managers and core backbone employees of the company (including subsidiaries)
The authorization date refers to the date on which the company grants stock options to the incentive object. The authorization date must be the trading day
The waiting period for the incentive object to exercise the stock option set in the incentive plan refers to the unfulfilled period, which shall be calculated from the date of authorization of the stock option granted to the incentive object
Exercise period refers to the period during which the stock options held by the incentive object can be exercised after the exercise conditions set in the incentive plan are met
The exercise price refers to the price at which the incentive object purchases the company's shares as determined in the incentive plan
Exercise conditions refer to the conditions that must be met for the incentive object to exercise the stock option according to the stock option incentive plan
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
The articles of association refers to the Hunan Yujing Machinery Co.Ltd(002943) articles of association
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shenzhen Stock Exchange
The independent financial consultant refers to Shenzhen Tashan Enterprise Management Consulting Co., Ltd
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
Statement
He Shan consulting is entrusted to act as an independent financial consultant for Hunan Yujing Machinery Co.Ltd(002943) 2022 stock option incentive plan and issue this report. For the issuance of this report, the independent financial advisor hereby makes the following statement:
1. This report is prepared in accordance with the company law, securities law, administrative measures and other laws, regulations and normative documents, and based on the relevant materials and information provided by the company. The company has guaranteed that the relevant materials and information about the incentive plan provided by it are true, accurate and complete, and there are no false records, misleading statements or major omissions.
2. The independent financial adviser only gives 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, which does not constitute any investment suggestions for the listed company and the possible risks arising from any investment decisions made by investors according to this report, The independent financial advisor assumes no responsibility.
3. The opinions expressed in this report are based on the following assumptions: there is no significant change in the current relevant national laws, regulations and policies; There is no significant change in the market, economic and social environment of the region and industry where the company is located; The materials and information provided by the company are true, accurate and complete; All parties involved in this incentive plan can fully and properly perform all obligations in good faith in accordance with the terms of this incentive plan and relevant agreements; The incentive plan has no other obstacles and can be completed smoothly; There are no other force majeure and unpredictable factors causing significant adverse effects.
4. The independent financial consultant issues this report in accordance with the principles of objectivity, impartiality and good faith. This report is only for the purpose for which the company intends to implement this incentive plan, and shall not be used for any other purpose.
1、 Main contents of stock option incentive plan (I) source and quantity of stock options to be granted
1. The incentive tool used in this incentive plan is stock option, and the source of the underlying stock involved is the company's directional issuance of A-share common stock to the incentive object.
2. The number of stock options to be granted in the incentive plan is 2 million, accounting for about 2.00% of the total share capital of the company at the time of announcement of the draft incentive plan. Among them, 1.8 million shares were granted for the first time, accounting for about 1.80% of the total share capital of the company at the time of announcement of the draft incentive plan and about 90.00% of the total equity to be granted this time; 200000 reserved grants, accounting for about 0.20% of the total share capital of the company at the time of announcement of the draft incentive plan and about 10.00% of the total equity to be granted this time.
The total number of underlying shares involved in all equity incentive plans of the company within the validity period does not exceed 10% of the total share capital of the company. The cumulative 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.
From the date of announcement of the incentive plan to the date when the incentive object completes the exercise of stock options, if the company has matters such as the conversion of capital reserve into share capital, the distribution of stock dividends, the division or reduction of shares, and the allotment of shares, the number of stock options and the total number of underlying shares involved will be adjusted accordingly. (II) scope of incentive objects and distribution of stock options
The number of incentive objects granted by the incentive plan for the first time shall not exceed 43, including the company (including subsidiaries):
(I) senior management;
(II) key employees.
Within 12 months after the incentive plan is considered and approved by the general meeting of shareholders, the incentive objects reserved for grant shall be determined with reference to the standard of incentive objects granted for the first time.
All incentive objects must work in the company (including subsidiaries) and sign labor contracts or employment agreements within the assessment period of the incentive plan.
The distribution of stock options granted by the incentive plan is shown in the table below:
Proportion of the number of stock options granted to the total share capital (10000 shares)
Zhou Boping, Secretary of the board of directors and concurrently 50.00 25.00% 0.50%
Chief financial officer
Key employees (42 persons): 130.00 65.00% 1.30%
Reserve 20.00% 10.00% 0.20%
Total (43 persons) 200.00 100.00% 2.00%
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 10% of the total share capital of the company when the equity incentive plan is submitted to the general meeting of shareholders for deliberation.
2. The incentive objects of the plan do not include independent directors, supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the shares of the company and their spouses, parents and children.
3. If there is any difference in the mantissa between the sum of the above total data and each detailed data, it is caused by rounding. (III) exercise price of stock option and its determination method
1. Exercise price of stock options
The exercise price of stock options (including reserved) granted by the incentive plan is 22.99 yuan / share. That is, after meeting the exercise conditions, each stock option granted to the incentive object can purchase the A-share common shares issued by the company at the price of 22.99 yuan per share.
2. Determination method of exercise price of stock option
The exercise price of stock options (including reserves) granted under the incentive plan shall not be lower than the par value of the company's shares, and shall not be lower than 70% of the higher of the following prices:
(1) The average trading price of the company's shares on the trading day before the announcement of the incentive plan (the total trading volume of the company's shares on the previous trading day / the total trading volume of the company's shares on the previous trading day) is 32.84 yuan per share;
(2) The average trading price of the company's shares in the 20 trading days before the announcement of the incentive plan (the total trading volume of the company's shares in the first 20 trading days / the total trading volume of the company's shares in the first 20 trading days) is 31.65 yuan per share. (IV) validity period, authorization date, waiting period, exercise arrangement and restrictions on sales of stock option incentive plan 1 term of validity
The validity period of the incentive plan shall be from the date of the first authorization of stock options to the date of full exercise or cancellation, and the maximum period shall not exceed 60 months.
2. Authorization date
The authorization date shall be determined by the board of directors after the incentive plan is deliberated and approved by the general meeting of shareholders of the company, and the authorization date must be the trading day. Within 60 days from the date when the general meeting of shareholders deliberates and approves the incentive plan, the company will convene the board of directors in accordance with relevant regulations, determine the first authorization date, and complete registration, announcement and other relevant procedures. If the company fails to complete the above work within 60 days, it shall disclose the reasons for the failure in time, terminate the implementation of the incentive plan, and the stock options not granted shall become invalid. The reserved rights and interests shall be granted within 12 months after the incentive plan is considered and approved by the general meeting of shareholders.
3. Waiting period and exercise arrangement
The waiting periods of stock options granted under the incentive plan are 12 months, 24 months and 36 months respectively from the date of authorization. The stock options granted to the incentive object under this incentive plan shall not be transferred, used to guarantee or repay debts.
After the waiting period of the incentive plan expires, the stock options granted to the incentive object enter the vesting period. The exercisable date must be a trading day, but may not be exercised within the following periods:
(1) Within 30 days before the announcement of the company's annual report and semi annual report, if the announcement date is delayed due to special reasons, it shall be calculated from 30 days before the original scheduled announcement date;
(2) Ten days before the announcement of the company's quarterly report, performance forecast and performance express;
(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 exercise arrangement of stock options granted for the first time in the incentive plan is shown in the table below:
Exercise arrangement
