Securities abbreviation: Malion New Materials Co.Ltd(300586) securities code: 300586 Shanghai Rongzheng Investment Consulting Co., Ltd
about
Malion New Materials Co.Ltd(300586)
Restricted stock incentive plan for 2022
Adjustment and grant related matters
of
Independent financial advisor Report
February 2022
catalogue
1、 Interpretation 3 II. Statement 4 III. basic assumptions 5 IV. opinions of independent financial adviser 6 (I) approval procedures of the incentive plan 6 (II) explanation of the difference between the incentive plan implemented this time and the incentive plan adopted by the general meeting of shareholders 7 (III) description of the achievement of the conditions for the grant of restricted shares 7 (IV) the granting of restricted shares 8 (V) the grant date of this restricted stock 9 (VI) description of the impact of the implementation of this incentive plan on the financial status and operating results of relevant years 9 (VII) verification opinions of the independent financial adviser 9 v. documents for future reference and consultation methods 10 (I) documents for future reference 10 (II) consultation method 10 I. interpretation Malion New Materials Co.Ltd(300586) , the company, the company refers to Malion New Materials Co.Ltd(300586) and the listed company
This incentive plan and this plan refer to the restricted stock incentive plan in 2022
The second type of restricted stock refers to the shares of the company obtained and registered by the incentive objects who meet the conditions of the incentive plan after meeting the corresponding attribution conditions
According to the provisions of this incentive plan, the directors, senior managers, core managers and core technical (business) personnel of the company (including branch incentive objects and holding subsidiaries) who obtain restricted shares
Grant date refers to the date on which the company grants restricted shares to incentive objects
The grant price refers to the price of each restricted stock granted by the company to the incentive object
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
Attribution refers to the behavior of a listed company to register its shares in the account of the incentive object after the restricted stock incentive object meets the benefit conditions
Vesting conditions refer to the benefit conditions set up by the restricted stock incentive plan, and the incentive object is to obtain the restricted stock
Vesting date refers to the date on which the authorized shares are registered after the restricted stock 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 Listing Rules of Shenzhen Stock Exchange gem
Regulatory guide No. 1 refers to the self regulatory guide No. 1 - business handling of companies listed on the gem of Shenzhen Stock Exchange
Articles of association means the Malion New Materials Co.Ltd(300586) 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 Malion New Materials Co.Ltd(300586) . 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 Malion New Materials Co.Ltd(300586) shareholders, the impact on shareholders' rights and interests and the sustainable operation of the listed company, does not constitute any investment suggestions for Malion New Materials Co.Ltd(300586) , 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, relevant resolutions of the board of directors and the general meeting of shareholders Financial reports of relevant companies, production and operation plans of the company, and effective communication with relevant personnel of listed companies. On this basis, this independent financial consultant report is issued, and is responsible for the authenticity, accuracy and completeness of the report.
The independent financial adviser's 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.
3、 Basic assumptions
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、 Opinions of independent financial consultant (I) approval procedures of the incentive plan
1. On February 8, 2022, the company held the sixth meeting of the Fourth Board of directors, The proposal on the company's 2022 restricted stock incentive plan (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company's 2022 restricted stock incentive plan, and the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the company's 2022 fixed-term stock incentive plan were reviewed and approved, The independent directors of the company expressed independent opinions on relevant matters. On the same day, the company held the fourth meeting of the Fourth Board of supervisors, deliberated and approved the proposals related to the restricted stock incentive plan, verified and expressed opinions on relevant matters.
2. From February 9, 2022 to February 18, 2022, the company publicized the names and positions of the incentive objects to be granted on the company's official website. During the publicity period, the board of supervisors and relevant departments of the company did not receive any objection related to the proposed incentive objects of the incentive plan. After the expiration of the publicity period, the board of supervisors checked the list of incentive objects granted by the equity incentive plan and explained the publicity.
3. On February 24, 2022, the company held the second extraordinary general meeting of shareholders in 2022 for deliberation, Passed the proposal on the company's 2022 restricted stock incentive plan (Draft) > and its summary, the proposal on the company's assessment and management measures for the implementation of the 2022 restricted stock incentive plan, and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to the company's equity incentive plan, and agreed to the company's implementation of the 2022 restricted stock incentive plan, At the same time, the board of directors is authorized to determine the grant date, grant restricted shares to the incentive object when the incentive object meets the conditions, and handle all matters necessary for the grant.
4. On February 24, 2022, the company held the 7th Meeting of the 4th board of directors and the 5th meeting of the 4th board of supervisors, deliberated and approved the proposal on adjusting the incentive plan of restricted shares in 2022 and the proposal on granting restricted shares to incentive objects. The independent directors of the company expressed independent opinions on relevant matters, The board of supervisors verified and expressed opinions on the adjustment of the list of incentive objects granted by the restricted stock incentive plan in 2022 and the grant arrangement.
In conclusion, the independent financial adviser believes that as of the date of issuance of this report, the company has obtained the necessary approval and authorization for the adjustment and granting of restricted shares to incentive objects, which is in line with the relevant provisions of the administrative measures and the incentive plan for restricted shares in 2022 (Draft) (hereinafter referred to as the "incentive plan").
(II) explanation of the difference between the incentive plan implemented this time and the incentive plan adopted by the general meeting of shareholders
As three of the incentive objects involved in the incentive plan voluntarily give up the restricted shares to be granted to them by the company for personal reasons, the board of directors of the company decided to adjust the list and number of incentive objects granted by the restricted stock incentive plan according to the authorization of the second extraordinary general meeting of shareholders in 2022. The total number of restricted shares involved in the above is 100000, and the restricted shares involved shall be disposed of as invalid. After adjustment, the number of restricted shares to be granted in this restricted stock incentive plan is adjusted from 5.2 million to 5.1 million, and the incentive objects to be granted in this restricted stock incentive plan are adjusted from 51 to 48. In addition, the incentive objects to be granted restricted shares and the number of rights and interests granted are consistent with those specified in the incentive plan deliberated and adopted at the second extraordinary general meeting of the company in 2022.
After verification, the independent financial consultant believes that: Malion New Materials Co.Ltd(300586) the adjustment of the list of incentive objects and the number of awards of the incentive plan complies with the relevant provisions of the management measures, the company's incentive plan and its summary, and there is no damage to the interests of the company's shareholders. The adjusted incentive objects meet the incentive object conditions specified in the administrative measures, listing rules, incentive plan and its abstract and other relevant documents, and they are legal as the incentive objects of this incentive plan. (III) description of the achievement of the conditions for the grant of restricted shares
According to the provisions of the incentive plan approved by the company's second extraordinary general meeting in 2022, the incentive object can be granted restricted shares only when the following conditions are met at the same time:
1. The company is not under any of the following circumstances:
① The financial and accounting report of the most recent fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant;
② The internal control of the financial report of the latest fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant;
③ Failure to distribute profits in accordance with laws and regulations, articles of association and public commitments within the last 36 months after listing;
④ Equity incentive is not allowed according to laws and regulations;
⑤ Other circumstances recognized by the CSRC.
2. The incentive object does not have any of the following situations:
① Being identified as an inappropriate candidate by the stock exchange within the last 12 months;
② In the last 12 months, it has been identified as an inappropriate candidate by the CSRC and its dispatched offices;
③ Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations in the last 12 months;
④ Those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law;
⑤ Those who are not allowed to participate in the equity incentive of listed companies according to laws and regulations;
⑥ Other circumstances recognized by the CSRC.
After verification, the independent financial consultant believes that as of the date of issuance of this report, Malion New Materials Co.Ltd(300586) and its incentive objects have not been under any of the above circumstances, and the granting conditions of the company's incentive plan have been met. (IV) the granting of restricted shares
1. Grant date: February 24, 2022
2. Number of shares granted: 5.1 million
3. Number of persons granted: 48
4. Grant price: 6.80 yuan / share
5. The distribution of restricted shares granted under the plan among incentive objects is shown in the table below:
Proportion of restricted shares granted to the number of nationality votes (proportion of the total number of 10000 shares) of the current capital stock name and position granted by the plan
Yi Dongsheng, director, President, China 60.00 11.76% 0.11% CFO
