Company abbreviation: Venustech Group Inc(002439) securities code: Venustech Group Inc(002439) Shanghai Rongzheng Investment Consulting Co., Ltd
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2022 restricted stock incentive plan (Draft)
Independent financial advisor Report
March 2022
catalogue
2、 Declare that 4 III. basic assumptions 5 IV. main contents of this restricted stock incentive plan 6 (I) scope and distribution of incentive objects 6 (II) number of restricted shares granted 7 (III) validity period, grant date and relevant time arrangement after the grant of restricted shares 8 (IV) restricted stock grant price 10 (V) conditions for the grant and release of restricted shares 11 (VI) other contents of the incentive plan 14 v. opinions of independent financial adviser 15 (I) verification opinions on whether the company’s 2022 restricted stock incentive plan (Draft) meets the provisions of policies and regulations 15 (II) verification opinions on the feasibility of the company’s equity incentive plan 16 (III) verification opinions on the scope and qualification of incentive objects 16 (IV) verification opinions on the amount of equity granted under the equity incentive plan 17 (V) verification opinions on whether the listed company provides any form of financial assistance to the incentive object (VI) verification opinions on whether the equity incentive plan damages the interests of the listed company and all shareholders
…… 17 (VII) financial opinions on the implementation of equity incentive plan of the company 19 (VIII) opinions on the impact of the company’s implementation of equity incentive plan on the sustainable operation ability and shareholders’ equity of listed companies
…… 19 (IX) opinions on the rationality of the performance appraisal system and methods of listed companies 20 (x) others 21 (XI) other matters that should be explained 22 VI. documents for future reference and consultation methods 23 (I) documents for future reference 23 (II) consultation method twenty-three
1、 Interpretation Venustech Group Inc(002439) , the company, the company and the listed company refer to Venustech Group Inc(002439)
Independent financial consultant refers to Shanghai Rongzheng Investment Consulting Co., Ltd
The report of Shanghai Rongzheng Investment Consulting Co., Ltd. on Venustech Group Inc(002439) information technology independent financial advisor refers to the independent financial advisor’s report on the 2022 restricted stock incentive plan (Draft) of Technology Group Co., Ltd
This incentive plan refers to the Venustech Group Inc(002439) 2022 restricted stock incentive plan
According to the conditions and prices specified in the incentive plan, the restricted shares granted to the incentive object by the company refer to a certain number of company shares, which are set with a certain period of restricted sale period. The restricted sale and circulation can be lifted only after the conditions for lifting the restricted sale specified in the incentive plan are met
Incentive objects refer to the directors, senior managers, middle and senior managers and core backbone personnel of the company who obtain restricted shares in accordance with the provisions of this incentive plan
The term of validity refers to the period from the date when the registration of the first grant of restricted shares is completed to the date when the restricted shares granted to the incentive object are lifted or the repurchase cancellation is completed
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 of each restricted stock granted by the company to the incentive object
The restricted sale period refers to the period during which the restricted shares granted to the incentive object under the incentive plan are prohibited from being transferred, used for guarantee and debt repayment
The period of lifting the restriction on sales refers to the period during which the restricted shares held by the incentive object can be lifted and listed for circulation after the conditions for lifting the restriction on sales specified in the incentive plan are met
The conditions for lifting the restriction on sale refer to the conditions that must be met for the restricted shares obtained by the incentive object to be lifted according to the 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
Self regulatory guide No. 1 refers to self regulatory guide No. 1 for listed companies of Shenzhen Stock Exchange – business handling
The articles of association refers to the Venustech Group Inc(002439) articles of association
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shenzhen Stock Exchange
China Securities Depository and Clearing Corporation refers to China Securities Depository and Clearing Co., Ltd
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 Venustech Group Inc(002439) and 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, without any omission, 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 Venustech Group Inc(002439) shareholders and its impact on shareholders’ rights and interests and the sustainable operation of the listed company, which does not constitute any investment suggestions for Venustech Group Inc(002439) and the possible risks to any investment decisions made by investors according to this report, The independent financial advisor assumes no responsibility.
(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, resolutions of the previous board of directors and general meetings 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 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 and other laws, regulations and normative documents, and based on the relevant materials provided by listed companies.
3、 Basic assumptions
The independent financial advisor’s report issued by the independent financial advisor is based on the following assumptions: (I) there is no significant change in the current relevant laws, regulations and policies of the country;
(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、 Main contents of this restricted stock incentive plan
The company’s 2022 restricted stock incentive plan (Draft) is formulated by the remuneration and assessment committee under the board of directors of listed companies. According to the current policy environment in China and the actual situation of the company, the company adopts a restricted stock incentive plan for the incentive objects of the company. This independent financial adviser’s report will give professional opinions on the company’s restricted stock incentive plan in 2022. (I) scope and distribution of incentive objects
The total number of incentive objects granted for the first time in this incentive plan is 1110, including:
1. Directors and senior managers;
2. Middle and senior managers and core backbone personnel.
The 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.
Among the incentive objects granted, directors and senior managers must be elected by the general meeting of shareholders or appointed by the board of directors of the company. All incentive objects must work in the company (including subordinate holding subsidiaries) and sign labor contracts or labor contracts when the company grants restricted shares and during the assessment period of this incentive plan.
The incentive objects of the reserved grant part shall be determined within 12 months after the plan is considered and approved by the general meeting of shareholders. After the proposal of the board of directors, the explicit opinions of the independent directors and the board of supervisors, the professional opinions of lawyers and the legal opinions are issued, the company shall timely and accurately disclose the relevant information of the incentive objects on the designated website as required. If the incentive object is not specified for more than 12 months, the reserved rights and interests shall become invalid. The criteria for determining the reserved incentive object shall be determined with reference to the criteria for the first award.
The distribution of restricted shares granted by the incentive plan among incentive objects is shown in the table below:
Proportion of restricted shares granted to restricted shares granted to the total number of job tickets (10000 shares) in the draft incentive plan proportion of the total share capital of the company on the announcement date
Zhang Yuan, director, deputy general manager, 30.00 1.07% 0.03%
Financial director
Middle and senior managers and core backbone 226845 81.02% 2.43%
Personnel (1109 persons)
The total amount of the first grant is 229845%, 82.09% and 2.46%
Reserved part 501.55 17.91% 0.54%
Total 280000 100.00% 3.00%
Note: (1) the total number of subject shares involved in the equity incentive plan of the company within the whole validity period does not exceed 10% of the total share capital of the company at the time of announcement of the draft incentive plan. The cumulative number of shares of the company granted by any incentive object in the incentive plan through all equity incentive plans within the validity period does not exceed 1% of the total share capital of the company at the time of announcement of the draft incentive plan.
(2) The incentive objects of this incentive plan do not include independent directors, supervisors and those who individually or jointly hold more than 5% of the company
