Company abbreviation: Jiangxi Wannianqing Cement Co.Ltd(000789) securities code: 000789 Shanghai Rongzheng Investment Consulting Co., Ltd
about
Jiangxi Wannianqing Cement Co.Ltd(000789)
2022 stock option incentive plan
Grant of relevant matters
Independent financial advisor Report
February 2022
catalogue
1、 Interpretation 3 II. Statement 4 III. basic assumptions 5 IV. relevant examination and approval procedures and information disclosure performed 6 v. opinions of independent financial consultant 8 (I) description of the achievement of equity grant conditions 8 (II) award of the incentive plan 8 (III) description of the impact of the implementation of the incentive plan on the financial status and operating results of relevant years 10 (IV) concluding observations 10 VI. documents for future reference and consultation methods 12 (I) documents for future reference 12 (II) consultation method 12 I. interpretation
Unless otherwise specified, the following words have the following meanings in this article:
Jiangxi Wannianqing Cement Co.Ltd(000789) . The company and the company refer to Jiangxi Wannianqing Cement Co.Ltd(000789)
Stock option incentive plan refers to Jiangxi Wannianqing Cement Co.Ltd(000789) 2022 stock option incentive plan
This incentive plan, incentive plan
Stock options and options refer to the right granted by the company to the incentive object to purchase a certain number of shares of the company at a predetermined price and conditions in a certain period of time in the future
Incentive objects refer to the senior managers and key personnel of the company who obtain stock options in accordance with the provisions of the incentive plan
Grant date refers to the date on which the company grants stock options to incentive objects, and the grant date must be the trading day
Validity period the validity period of this incentive plan is from the date of grant of stock options to the date of completion of exercise or cancellation of all stock options
Waiting period refers to the period between the date of grant of stock option and the date of exercise of stock option
According to the stock option incentive plan, the exercise right of the incentive object to exercise its own stock options refers to the exercise right in this incentive plan, which is the behavior of the incentive object to purchase the subject stock according to the conditions set in the incentive plan
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 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
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shenzhen Stock Exchange
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 Trial Measures refer to the Trial Measures for the implementation of equity incentive by state-controlled listed companies (domestic)
The Administrative Measures refer to the administrative measures for equity incentive of listed companies
Articles of association means the Jiangxi Wannianqing Cement Co.Ltd(000789) articles of association
Yuan means RMB yuan
Note: ① the financial data and financial indicators quoted in the independent financial adviser’s report refer to the financial data in the consolidated statement and the financial indicators calculated based on such financial data unless otherwise specified.
② In this independent financial adviser’s report, the difference in the mantissa between the sum of some total figures and each detailed figure is caused by rounding.
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 Jiangxi Wannianqing Cement Co.Ltd(000789) . 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 stock option incentive plan is fair and reasonable to Jiangxi Wannianqing Cement Co.Ltd(000789) shareholders, the impact on shareholders’ rights and interests and the sustainable operation of the listed company, does not constitute any investment suggestions for Jiangxi Wannianqing Cement Co.Ltd(000789) , and does not bear any responsibility for the possible risks arising from any investment decisions made by investors based on 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 stock option 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 consultant has conducted in-depth investigation on the matters involved in the stock option incentive plan and carefully reviewed the relevant materials. The scope of the investigation includes the articles of association of listed companies, salary management measures, resolutions of previous board of directors and general meeting of shareholders The company’s financial report and the company’s production and operation plan for the last three years and the latest period, and has effectively communicated with the relevant personnel of the listed company. On this basis, the independent financial adviser’s report is issued, and is responsible for the authenticity, accuracy and completeness of the report.
This report is prepared in accordance with the requirements of laws, regulations and normative opinions such as the company law, the securities law, the administrative measures, the trial measures and the regulatory notice, 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 stock option incentive plan are true and reliable; (IV) there are no other obstacles to the stock option incentive plan, and all agreements involved can be effectively approved and finally completed on schedule;
(V) all parties involved in this stock option incentive plan can fully perform all obligations in good faith and in accordance with the incentive plan and relevant agreements;
(VI) there is no significant adverse impact caused by other unpredictable and force majeure factors.
4、 Relevant examination and approval procedures and information disclosure performed 1. On January 25, 2022, the company held the second interim meeting of the ninth board of directors, deliberated and adopted the proposal of Jiangxi Wannianqing Cement Co.Ltd(000789) 2022 stock option incentive plan (Draft) and its abstract, the proposal of Jiangxi Wannianqing Cement Co.Ltd(000789) 2022 stock option incentive plan implementation assessment management measures Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s 2022 stock option incentive plan. Independent directors have expressed their opinions on the company’s equity incentive plan.
2. On January 25, 2022, the company held the second interim meeting of the ninth board of supervisors, which deliberated and approved the proposal of Jiangxi Wannianqing Cement Co.Ltd(000789) 2022 stock option incentive plan (Draft) and its abstract, the proposal of Jiangxi Wannianqing Cement Co.Ltd(000789) 2022 stock option incentive plan implementation assessment management measures, and the proposal on verifying the list of incentive objects of the company’s 2022 stock option incentive plan.
3. On February 10, 2022, Jiangxi building materials Group Co., Ltd., the indirect controlling shareholder of the company, received the reply on Jiangxi Wannianqing Cement Co.Ltd(000789) implementing the stock option incentive plan from Jiangxi state owned assets supervision and Administration Commission (hereinafter referred to as “Jiangxi SASAC”) (ggzq [2022] No. 11). According to the reply, Jiangxi SASAC agreed in principle to implement the stock option incentive plan.
4. On February 8, 2022, the company held the third interim meeting of the ninth board of directors, deliberated and adopted the proposal of Jiangxi Wannianqing Cement Co.Ltd(000789) 2022 stock option incentive plan (Revised Draft) and its summary. The independent directors of the company have expressed independent opinions on matters related to the equity incentive plan of the company. 5. On February 8, 2022, the company held the third interim meeting of the ninth board of supervisors, deliberated and approved the proposal on Jiangxi Wannianqing Cement Co.Ltd(000789) 2022 vote option incentive plan (Revised Draft) and its abstract, and the proposal on verifying the list of incentive objects of the company’s stock option incentive plan (Revised Draft). 6. From January 28, 2022 to February 7, 2022, and from February 8, 2022 to February 17, 2022, the company publicized the names and positions of the proposed incentive objects of the incentive plan on the internal office system. During the publicity period, the board of supervisors of the company did not receive any objection to the list of the proposed incentive objects.
7. On February 24, 2022, the first extraordinary general meeting of the company in 2022 deliberated and approved the stock option incentive plan for Jiangxi Wannianqing Cement Co.Ltd(000789) 2022 (Revised Draft) and its abstract, the administrative measures for the implementation and assessment of the stock option incentive plan for Jiangxi Wannianqing Cement Co.Ltd(000789) 2022, and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s stock option incentive plan, The board of directors is authorized to determine the grant date of stock options and grant stock options to the incentive objects when the incentive objects of the company meet the conditions, and handle all matters necessary for the grant of stock options.
8. On February 24, 2022, the fourth interim meeting of the ninth board of directors and the fourth interim meeting of the ninth board of supervisors deliberated and adopted the proposal on granting stock options to incentive objects. According to the company’s first extraordinary general meeting in 2022 and the board of directors, the grant date of this stock option is February 24, 2022. The independent directors of the company expressed independent opinions on this and believed that the subject qualification of the incentive object was legal and effective, and the determined grant date met the relevant provisions.
In conclusion, the independent financial adviser believes that as of the date of this report, Jiangxi Wannianqing Cement Co.Ltd(000789) the granting of stock options to incentive objects has obtained the necessary approval and authorization, which is in line with the relevant provisions of the management measures and the company’s incentive plan.
5、 Opinions of the independent financial adviser (I) description of the achievement of equity grant conditions
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, the articles of association and public commitments within 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 adviser believes that as of the date of issuance of the independent financial adviser’s report, the incentive object has not been under any of the above circumstances, and there are no other circumstances that cannot be granted or become the incentive object. It is considered that the conditions for the grant of the incentive plan have been met. (II) relevant information about the grant of this incentive plan
1. Grant date: February 24, 2022
2. Number of awards: 7.94 million
3. Number of persons granted: 247
4. Exercise price: 12.17 yuan / share
5. Stock source: the source of the underlying stock granted to the incentive object this time is the company’s directional issuance of A-share common shares to the incentive object.
6. Validity period, waiting period and exercise arrangement of incentive plan
The validity period of the incentive plan shall be calculated from the date of stock option grant, and the maximum period shall not exceed 60 months. The waiting period is from the date of grant of stock options to the date of exercise of stock options. The waiting period of stock options granted under the plan is 24 months, 36 months and 48 months from the date of grant.
After the adoption of the plan, the stock options granted can be exercised after 24 months from the date of grant. 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 periodic report, if the announcement date of the periodic report is delayed due to special reasons, it shall be calculated from 30 days before the original scheduled announcement date to 1 day before the announcement;
（2）
