Orient Securities Company Limited(600958) underwriting sponsor Co., Ltd
about
Shanghai Lily&Beauty Cosmetics Co.Ltd(605136) in 2021, the restricted stock incentive plan granted part of the first release period for the first time, the achievement of the release of restrictions and the repurchase and cancellation of some restricted shares
of
Independent financial advisor Report
Independent financial advisor:
March, 2002
catalogue
Chapter I interpretation three
Chapter II statement five
Chapter III basic assumptions 6 Chapter IV opinions of independent financial advisor 7 Chapter V documents for future reference and consultation methods sixteen
Chapter I interpretation
In this report, unless the context otherwise requires, the following abbreviations have the following specific meanings: Shanghai Lily&Beauty Cosmetics Co.Ltd(605136) , the company, the company and the listed company refer to Shanghai Lily&Beauty Cosmetics Co.Ltd(605136) company
Independent financial consultant refers to Orient Securities Company Limited(600958) underwriting and recommendation Co., Ltd
Incentive plan, LIMITED
Institutional stock incentive plan refers to Shanghai Lily&Beauty Cosmetics Co.Ltd(605136) 2021 restricted stock incentive plan, this incentive plan and this plan
This report and the report of the independent financial Orient Securities Company Limited(600958) underwriting sponsor Co., Ltd. on the official consultant of Shanghai Shanghai Lily&Beauty Cosmetics Co.Ltd(605136) Cosmetics Co., Ltd. refer to the independent financial consultant's report on the achievement of the lifting of the restrictions during the first lifting period of the company's restricted stock incentive plan for the first time in 2021 and the repurchase and cancellation of some restricted shares
According to the conditions and prices specified in the incentive plan, the company grants a certain number of restricted shares to the incentive objects, which refer to the company's shares. These shares are set with a certain period of restricted sales period. The restricted sales and circulation can be lifted only after the conditions for lifting the restricted sales specified in the incentive plan are met
According to the provisions of this incentive plan, the directors (excluding independent directors), senior managers, middle managers and core technical (business) personnel of the company (including branches and subsidiaries) who obtain restricted shares
The term of validity refers to the period from the date when the registration of the granting of restricted shares is completed to the date when all restricted shares 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 determined by the company when granting restricted shares to the incentive object and the incentive object obtains the shares of the listed company
The conditions for the incentive object to exercise its rights and interests set in this incentive plan have not been met, and the restricted stock restricted promissory note shall not be transferred, used for guarantee or debt repayment, which shall be calculated from the date when the incentive object is granted restricted stock and completes the registration
The release period refers to the period during which the restricted shares held by the incentive object can be released and listed for circulation after the release conditions specified in the incentive plan are met
The date of lifting the restriction on sale refers to the date when the restricted shares held by the incentive object are lifted after the conditions for lifting the restriction on sale specified in the incentive plan are met
The conditions for lifting the restriction on sales 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
The assessment period refers to the fiscal year before the incentive object is granted restricted shares and the restriction on sales is lifted
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shanghai Stock Exchange
China Securities Depository and Clearing Corporation refers to the Shanghai Branch of China Securities Depository and Clearing Corporation Limited
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 Shanghai Lily&Beauty Cosmetics Co.Ltd(605136) articles of association
The assessment measures refer to the measures for the administration of the assessment of the implementation of the restricted stock incentive plan in Shanghai Lily&Beauty Cosmetics Co.Ltd(605136) 2021
Yuan means RMB yuan
1. The data and notes of this kind of financial statement refer to the data of financial indicators and financial indicators, such as the data of this kind of financial statement and the notes.
2. In this report, the difference in the mantissa between the sum of some total figures and each detailed figure is caused by rounding.
Chapter II declaration
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 Shanghai Lily&Beauty Cosmetics Co.Ltd(605136) and Shanghai Lily&Beauty Cosmetics Co.Ltd(605136) has issued relevant commitments to ensure that all documents and materials provided by Shanghai Lily&Beauty Cosmetics Co.Ltd(605136) are true, accurate and complete without false records, misleading statements or major omissions, and is fully responsible for the authenticity, accuracy and integrity of the materials. 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 Shanghai Lily&Beauty Cosmetics Co.Ltd(605136) shareholders and its impact on shareholders' rights and interests and the sustainable operation of the listed company, and does not constitute any investment suggestions for Shanghai Lily&Beauty Cosmetics Co.Ltd(605136) and the possible risks to any investment decisions made by investors based on this report, The independent financial advisor assumes no responsibility.
(III) the independent financial adviser invites investors and shareholders to carefully read the full text of the announcement on the restricted stock incentive plan and relevant annexes issued by Shanghai Lily&Beauty Cosmetics Co.Ltd(605136) government.
(IV) based on the principle of diligence, prudence and due diligence to all shareholders of the listed company, the independent financial adviser conducted in-depth investigation on the matters involved in the restricted stock incentive plan and carefully reviewed the relevant materials. The scope of investigation includes the articles of association of the listed company, the resolutions of the relevant board of directors, the general meeting of shareholders, the financial report of the relevant company The company's production and operation plan, 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.
(V) this report is only for the purpose of Shanghai Lily&Beauty Cosmetics Co.Ltd(605136) implementing the restricted stock incentive plan in accordance with the administrative measures and other relevant provisions, and shall not be used for other purposes. 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 independent financial advisor's report.
This 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.
Chapter III 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 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.
Chapter IV opinions of independent financial advisers
1、 Approval procedures of the restricted stock incentive plan
1. On January 9, 2021, the company held the 14th meeting of the second board of directors, The proposal on Shanghai Lily&Beauty Cosmetics Co.Ltd(605136) 2021 restricted stock incentive plan (Draft) and its summary, the proposal on formulating Shanghai Lily&Beauty Cosmetics Co.Ltd(605136) 2021 restricted stock incentive plan implementation assessment management measures, and the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company's 2021 restricted stock incentive plan were reviewed and approved. The independent directors of the company expressed independent opinions on the relevant proposals of the incentive plan.
On the same day, the company held the 12th meeting of the second board of supervisors, The proposal on Shanghai Lily&Beauty Cosmetics Co.Ltd(605136) 2021 restricted stock incentive plan (Draft) and its summary, the proposal on formulating Shanghai Lily&Beauty Cosmetics Co.Ltd(605136) 2021 restricted stock incentive plan implementation assessment management measures, and the proposal on verifying the list of incentive objects of Shanghai Lily&Beauty Cosmetics Co.Ltd(605136) 2021 restricted stock incentive plan were reviewed and approved, The board of supervisors of the company verified the relevant matters of the incentive plan and issued relevant verification opinions.
2. On January 11, 2021, the company posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) Disclosed the report on public solicitation of entrusted voting rights by independent directors. According to the entrustment of other independent directors of the company, Mr. Wu Fei, the independent director, as the collector, solicited voting rights from all shareholders of the company on the proposals related to the company's 2021 restricted stock incentive plan considered at the first extraordinary general meeting of shareholders in 2021.
3. From January 12, 2021 to January 22, 2021, the company publicized the names and positions of the incentive objects granted for the first time in the incentive plan in the form of sending emails to all employees of the company and posting on the company's bulletin board. As of the expiration of the publicity period, the board of supervisors, the office of the board of directors and the human resources department of the company have not received any objection related to the incentive objects granted for the first time in this incentive plan. On January 23, 2021, the company posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) Disclosed the announcement and verification opinions of Shanghai Lily&Beauty Cosmetics Co.Ltd(605136) board of supervisors on the list of incentive objects of the restricted stock incentive plan in 2021 (Announcement No.: 2021005).
4. On January 29, 2021, the company held the first extraordinary general meeting of shareholders in 2021, The proposal on Shanghai Lily&Beauty Cosmetics Co.Ltd(605136) 2021 restricted stock incentive plan (Draft) and its summary, the proposal on formulating Shanghai Lily&Beauty Cosmetics Co.Ltd(605136) 2021 restricted stock incentive plan implementation assessment management measures, and the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company's 2021 restricted stock incentive plan were reviewed and approved.
5. On January 30, 2021, the company posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) Disclosed the announcement of Shanghai Lily&Beauty Cosmetics Co.Ltd(605136) on the self inspection report of the company's 2021 restricted stock incentive plan insider information informed trading of the company's shares (Announcement No. 2021006).
6. On February 5, 2021, the company held the 15th meeting of the second board of directors and the 13th meeting of the second board of supervisors, deliberated and approved the proposal on adjusting the list of incentive objects for the first time in Shanghai Lily&Beauty Cosmetics Co.Ltd(605136) 2021 restricted stock incentive plan and the proposal on granting restricted shares to incentive objects for the first time. The independent directors of the company expressed independent opinions on the above-mentioned related matters. The board of directors of the company considered that the grant conditions specified in the incentive plan had been met and agreed to grant 1.633 million restricted shares to 83 incentive objects on February 5, 2021 as the first grant date. The board of supervisors of the company verified the list of incentive objects on the first grant date and expressed their consent.
7. On March 16, 2021, the company completed the first grant registration in Shanghai Branch of China Securities Depository and Clearing Co., Ltd. the restricted shares were granted to 81 incentive objects for the first time, with a total of 1.62 million shares, and the total share capital of the company increased to 401.63 million shares.
8. From August 12, 2021 to August 22, 2021, the company publicized the names and positions of the incentive objects reserved and granted in the incentive plan in the form of sending emails to all employees of the company and posting on the company's bulletin board. As of the expiration of the publicity period, the board of supervisors, the office of the board of directors and the human resources department of the company have not received any objection related to the incentive objects reserved and granted in this incentive plan.
9. On September 2, 2021, the company held the 19th meeting of the second board of directors and the 17th meeting of the second board of supervisors, which respectively deliberated and approved the proposal on adjusting the grant price of reserved shares in the 2021 restricted stock incentive plan and the proposal on granting reserved shares to incentive objects, It is agreed to grant 400000 restricted shares to 21 incentive objects on September 2, 2021 as the reserved grant date, and the grant price of the reserved part is adjusted from RMB 14.55/share to RMB 14.37/share. The independent directors of the company expressed independent opinions on the above-mentioned related matters, and the board of supervisors issued verification opinions on this.
10、
