Securities abbreviation: Shenzhen Hui Chuang Da Technology Co.Ltd(300909) securities code: 300909 Shanghai Rongzheng Investment Consulting Co., Ltd
about
Shenzhen Hui Chuang Da Technology Co.Ltd(300909)
Restricted stock incentive plan for 2022
(Revised Draft)
of
Independent financial advisor Report
February, 2002
catalogue
Chapter I interpretation 1 Chapter II statement 1 Chapter III basic assumptions Chapter IV main contents of restricted stock incentive plan 4 I. determination basis of incentive object 4 II. Scope and verification of incentive objects 4 III. stock source and grant amount of restricted shares 6 IV. validity period, grant date, ownership arrangement and lock up period of restricted shares 7 v. grant price and determination method of restricted shares 6. Conditions for granting and vesting restricted shares 9 Chapter V opinions of independent financial advisers 14 I. verification opinions on whether the Shenzhen Hui Chuang Da Technology Co.Ltd(300909) restricted stock plan in 2022 meets the provisions of policies and regulations 14 II. Verification opinions on the feasibility of Shenzhen Hui Chuang Da Technology Co.Ltd(300909) restricted stock plan in 2022 15 III. verification opinions on the scope and qualification of incentive objects 15 IV. verification opinions on the amount of equity granted under the Shenzhen Hui Chuang Da Technology Co.Ltd(300909) restricted stock plan in 2022 15 v. verification opinions on whether the listed company provides any form of financial assistance to the incentive object 16 VI. verification opinions on the pricing method of the award price of the incentive plan 16 VII. Verification opinions on whether there is any situation that damages the interests of the listed company and all shareholders 17 VIII. Financial opinions on the implementation of equity incentive plan of the company IX. opinions on the impact of the listed company's sustainable operation ability and shareholders' equity 18 X. opinions on the rationality of the performance appraisal system and appraisal methods of listed companies 19 Xi. Others 19 XII. Other matters that should be explained 20 Chapter VI documents for future reference and consultation methods 22 I. documents for future reference 22 II. Consultation method 22 I
Chapter I interpretation
In this independent financial adviser's report, unless otherwise specified, the following abbreviations have the following meanings:
Interpretation item interpretation content
Shenzhen Hui Chuang Da Technology Co.Ltd(300909) . The company and the company refer to Shenzhen Hui Chuang Da Technology Co.Ltd(300909)
Independent financial consultant refers to Shanghai Rongzheng Investment Consulting Co., Ltd
This incentive plan and this plan refer to the Shenzhen Hui Chuang Da Technology Co.Ltd(300909) 2022 restricted stock incentive plan (Revised Draft)
Restricted stocks and incentive objects with the second type of restrictions that meet the grant conditions of the incentive plan meet the corresponding attribution conditions
Sexual shares refer to the A-share common shares of the company granted and registered in installments according to the agreed proportion after filing
shares
In accordance with the provisions of this incentive plan, the directors and senior managers of the company granted restricted shares
The incentive object refers to the first-class managers and has a direct impact on the company's business performance and future development
Sound management personnel and technical (business) personnel
The grant date refers to the date on which the company grants the second type of restricted shares to the incentive object
Must be a trading day
The grant price refers to the incentive price determined when the company grants the second type of restricted shares to the incentive object
Price per share of the company to which the object is granted
The term of validity refers to the period from the date of grant of class II restricted shares to the vesting of all restricted shares
Or invalid period
Attribution refers to the listed company after the incentive objects of the second type of restricted stock meet the benefit conditions
The act of registering shares in the account of the incentive object
Vesting conditions refer to the incentive conditions established by the incentive plan, and the incentive object is to obtain the second type of incentive shares
Benefit conditions to be met
Vesting date refers to the date when the incentive object of the second type of restricted stock meets the benefit conditions
The date of completion of registration must be the trading day
The Administrative Measures refer to the administrative measures for equity incentive of listed companies
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
Articles of association means the Shenzhen Hui Chuang Da Technology Co.Ltd(300909) articles of association
Listing Rules refers to the Listing Rules of Shenzhen Stock Exchange gem
"Business handling" refers to No. 1 self regulatory guide for companies listed on the gem of Shenzhen Stock Exchange
——Business handling
CSRC refers to the China Securities Regulatory Commission
Stock exchange and Shenzhen Stock Exchange refer to Shenzhen Stock Exchange
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
Note: 1. Unless otherwise specified, the data quoted in this plan refers to the financial data in the consolidated statement or the financial indicators calculated based on such financial data; 2. If there is any difference between the mantissa of some total figures and each detailed figure in the plan, it is the result of rounding.
Chapter II declaration
Shanghai Rongzheng Investment Consulting Co., Ltd. (hereinafter referred to as "Rongzheng consulting") is entrusted to act as an independent financial consultant for the restricted stock incentive plan of Shenzhen Hui Chuang Da Technology Co.Ltd(300909) (hereinafter referred to as " Shenzhen Hui Chuang Da Technology Co.Ltd(300909) ", "listed company" and "company") in 2022, and prepare this independent financial consultant report. This report is based on the relevant provisions of laws, regulations and normative documents such as the company law, the securities law, the listing rules, the administrative measures, business handling and the articles of association, and on the basis of relevant materials provided by Shenzhen Hui Chuang Da Technology Co.Ltd(300909) , the opinions of independent financial advisers are issued for the reference of all shareholders and relevant parties of Shenzhen Hui Chuang Da Technology Co.Ltd(300909) . The independent financial advisor hereby makes the following statement on this report:
1、 The documents and materials on which the independent financial adviser's report is based are provided by Shenzhen Hui Chuang Da Technology Co.Ltd(300909) . All parties involved have assured the independent financial adviser that they are responsible for the authenticity, legality, accuracy, integrity and timeliness of the information related to the equity incentive, and the independent financial adviser will not bear any risk responsibility.
2、 The purpose of this incentive plan is to express professional opinions on the feasibility of the incentive plan, whether it is fair and reasonable for Shenzhen Hui Chuang Da Technology Co.Ltd(300909) shareholders, the impact on shareholders' equity and whether it is conducive to the sustainable operation of the listed company. It does not constitute any investment suggestions for Shenzhen Hui Chuang Da Technology Co.Ltd(300909) . If any investment decision made by the investor based on this report has potential risk, the independent financial adviser will not bear any risk liability.
3、 The independent financial advisor has not entrusted or authorized any other institution or individual to provide information not specified in this report and make any explanation or explanation for this report.
4、 The independent financial advisor requests all shareholders of the listed company to carefully read the relevant information about the incentive plan publicly disclosed by the listed company.
5、 The independent financial advisor adheres to the attitude of being responsible to all shareholders of the listed company, makes in-depth investigation on the matters involved in the incentive plan and carefully reviews the relevant materials according to the principle of objectivity and impartiality. The scope of investigation includes the articles of association of the listed company, salary management measures, resolutions of previous board of directors and general meeting of shareholders, the company's financial report for the last three years and the latest period, the company's production and operation plan, etc., and has effectively communicated with relevant personnel of the listed company. On this basis, this independent financial advisory report is issued. The independent financial advisor is responsible for the authenticity, accuracy and completeness of the report.
Chapter III basic assumptions
The independent financial advisor's report is based on the following assumptions:
1、 There is no significant change in the current relevant national laws, regulations and policies;
2、 The information provided and publicly disclosed by Shenzhen Hui Chuang Da Technology Co.Ltd(300909) is authentic, accurate, complete and timely;
3、 There are no other obstacles to the incentive plan, and all agreements involved can be effectively approved and finally completed on schedule;
4、 All parties involved in the implementation of the incentive plan shall be honest and trustworthy, and fully perform all their obligations in accordance with the company's 2022 restricted stock incentive plan and relevant agreements;
5、 There is no significant adverse effect caused by other irresistible factors.
Chapter IV main contents of restricted stock incentive plan
The board of directors of the listed company is responsible for formulating the restricted stock incentive plan in 2022. According to the current policy environment in China and the actual situation of Shenzhen Hui Chuang Da Technology Co.Ltd(300909) , the restricted stock incentive plan is adopted for the incentive objects of the company. This report of the independent financial adviser will give professional opinions on the Shenzhen Hui Chuang Da Technology Co.Ltd(300909) 2022 restricted stock incentive plan.
1、 Determination basis of incentive object
(I) legal basis for determining incentive objects
The incentive object of this plan is determined according to the company law, securities law, administrative measures, listing rules, business handling and other relevant laws, regulations, normative documents and the relevant provisions of the articles of association, and in combination with the actual situation of the company.
(II) job basis for determining incentive objects
The incentive objects involved in this plan are the directors and senior managers in the company at the time of announcement of the draft plan, as well as the managers and technical (business) personnel who have a direct impact on the company's business performance and future development, excluding independent directors and supervisors. The Remuneration Committee of the company shall draw up the list of incentive objects, which shall be verified and determined by the board of supervisors of the company.
2、 Scope and verification of incentive objects
(I) scope of incentive objects
1. The total number of incentive objects to be granted in the plan is 127, accounting for about 9.68% of the total number of employees of the company (the total number of employees of the company as of December 31, 2020 is 1312), including:
(1) Directors and senior managers of the company;
(2) Management personnel and technical (business) personnel who have a direct impact on the company's business performance and future development.
Among the above incentive objects, directors and senior managers must be elected by the general meeting of shareholders or appointed by the board of directors of the company. The first granted incentive objects involved in this incentive plan do not include independent directors, supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the company's shares and their spouses, parents and children. All incentive objects must have employment or labor relations with the company when the company grants restricted shares and within the assessment period specified in the incentive plan.
The target group includes 1 foreign employees, who are Lin Maoyu, Taiwan, China, and graduated from Taiwan National University of success. He received master's degree in Engineering Science and is currently the R & D director of R & D center. After joining the company, Mr. Lin Maoyu was responsible for the company's R & D projects and engaged in the process management from new project R & D to mass production. In the process of providing products and services to relevant customers, continuously understand the potential needs of different types of customers and promote the innovation of the company's products, which is conducive to ensuring the sustainable innovation of the company's technology. Therefore, in order to bind the personal benefits of the incentive object with the interests of the company for a long time and closely, and play a corresponding incentive role, the company grants the incentive object restricted shares. The company's inclusion of Lin Maoyu in this incentive plan is in line with the actual situation and future development needs of the company, in line with the provisions of the administrative measures, listing rules and other relevant laws and regulations, and is necessary and reasonable.
The distribution of class II restricted shares granted by the incentive plan among incentive objects is shown in the table below:
Proportion of the number of nationality and positions granted to the incentive object in the proportion of the granted rights and interests in the total number of names (10000 shares) at the time of publication of the draft proportion of the total share capital
Xu Wenlong, Secretary of the board of directors and deputy general manager of China 30.00 6.28% 0.30%
manager
Ren Qing, CFO of China 30.00 6.28% 0.30%
Deputy general manager of amiable China 10.00 2.09% 0.10%
Li Qidong, director and deputy general manager of China 7.10 1.49% 0.07%
Lin Maoyu
