Securities abbreviation: Chengdu Dahongli Machinery Co.Ltd(300865) securities code: Chengdu Dahongli Machinery Co.Ltd(300865) Shanghai Rongzheng Investment Consulting Co., Ltd
about
Chengdu Dahongli Machinery Co.Ltd(300865)
2022 restricted stock incentive plan (Draft)
Independent financial advisor Report
March 2022
catalogue
1、 Interpretation 3 II. Statement 4 III. basic assumptions 5 IV. main contents of this incentive plan 6 (I) scope and distribution of incentive objects 6 (II) incentive mode, source and quantity 7 (III) validity period, grant date and ownership arrangement of restricted shares 8 (IV) the grant price of restricted shares and the determination method of the grant price 9 (V) conditions for granting and attribution of incentive plan 10 (VI) other contents of the incentive plan 12 v. opinions of independent financial consultant 13 (I) verification opinions on whether the incentive plan meets the provisions of policies and regulations 13 (II) verification opinions on the feasibility of the company’s implementation of the incentive plan 13 (III) verification opinions on the scope and qualification of incentive objects 13 (IV) verification opinions on the equity limit of the incentive plan (V) verification opinions on whether the listed company provides any form of financial assistance to the incentive object 14 (VI) verification opinions on the pricing method of the grant price of the incentive plan 15 (VII) verification opinions on whether the incentive plan damages the interests of the listed company and all shareholders 15 (VIII) financial opinions on the implementation of the incentive plan by the company 16 (IX) verification opinions on the impact of the implementation of the incentive plan on the sustainable operation ability and shareholders’ equity of the listed company 17 (x) opinions on the rationality of the performance appraisal system and methods of listed companies 17 (XI) others 17 (XII) other matters that should be explained 18 VI. documents for future reference and consultation methods 19 (I) documents for future reference 19 (II) consultation method 19 I. interpretation 1 Listed company, company, Chengdu Dahongli Machinery Co.Ltd(300865) : refers to Chengdu Dahongli Machinery Co.Ltd(300865) . 2. Equity incentive plan, restricted stock incentive plan and this incentive plan refer to the 2022 restricted stock incentive plan (Draft) of Chengdu Chengdu Dahongli Machinery Co.Ltd(300865) Machinery Co., Ltd. 3. Restricted stock and class II restricted stock: the A-share common stock of the company obtained and registered by the incentive object who meets the grant conditions of the incentive plan after meeting the corresponding attribution conditions. 4. Incentive objects: directors, senior managers, middle managers and core backbone of companies (including holding subsidiaries, the same below) that have obtained restricted shares in accordance with the provisions of this incentive plan. 5. Grant date: refers to the date on which the company grants restricted shares to the incentive object. The grant date must be the trading day. 6. Grant price: refers to the price of each restricted stock granted by the company to the incentive object. 7. Validity period: the period from the date of the first grant of restricted shares to the expiration of the ownership or invalidation of all the restricted shares granted to the incentive object. 8. Ownership: refers to the behavior of the listed company to register the shares in the incentive object’s account after the restricted stock incentive object meets the benefit conditions. 9. Attribution conditions: the restricted stock incentive plan is established, and the incentive object is the benefit conditions required to obtain the incentive stock. 10. Vesting date: after the restricted stock incentive object meets the benefit conditions, the date of completing the registration of the granted shares must be the trading day. 11. 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 Administrative measures: refers to the administrative measures for equity incentive of listed companies Listing Rules: refers to the Listing Rules of Shenzhen Stock Exchange gem (revised in December 2020) 15 Self regulatory Guide: refers to the self regulatory guide for companies listed on the gem of Shenzhen Stock Exchange No. 1 – business handling Articles of association: refers to the Chengdu Dahongli Machinery Co.Ltd(300865) articles of association CSRC: refers to the China Securities Regulatory Commission Stock Exchange: refers to Shenzhen Stock Exchange 19 Yuan, 10000 yuan: refers to RMB yuan, 10000 yuan.
2、 Statement
The independent financial advisor hereby makes the following statement on this report:
(I) the documents and materials on which this report is based are provided by Chengdu Dahongli Machinery Co.Ltd(300865) and all parties involved in this incentive plan have guaranteed to the independent financial adviser that all documents and materials provided for the issuance of this report are legal, true, accurate, complete and timely, without any omission, false or misleading statements, and their legality, authenticity, accuracy, completeness Be responsible for timeliness. The independent financial advisor does not assume any risk liability arising therefrom.
(II) the independent financial adviser only gives opinions on whether the incentive plan is fair and reasonable to Chengdu Dahongli Machinery Co.Ltd(300865) shareholders and its impact on shareholders’ rights and interests and the sustainable operation of the listed company. It does not constitute any investment suggestions for Chengdu Dahongli Machinery Co.Ltd(300865) and does not assume 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 this report and make any explanation or explanation to this report.
(IV) the independent financial consultant requests all shareholders of the listed company to carefully read the relevant information about the 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 incentive plan and carefully reviewed the relevant materials. The scope of investigation includes the articles of association of the listed company, salary management measures, relevant resolutions of the board of directors, general meeting of shareholders, financial reports of relevant companies The company’s production and operation plan, and has effectively communicated with relevant personnel of the listed company. On this basis, this 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 documents such as 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, the Listing Rules of gem shares of Shenzhen Stock Exchange (Revised in December 2020) and the relevant materials provided by listed companies.
3、 Basic assumptions
The 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 incentive plan are true and reliable;
(IV) there are no other obstacles to the incentive plan, and all agreements involved can be effectively approved and finally completed on schedule;
(V) all parties involved in this 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 incentive plan
The board of directors shall be responsible for the implementation of the incentive plan of the company in accordance with the current incentive plan and the actual incentive environment of the company. This report will give professional opinions on this incentive plan. (I) scope and distribution of incentive objects
1. A total of 260 incentive objects are granted for the first time in this incentive plan, including:
(1) Directors and senior managers;
(2) Middle managers and core backbone.
Among the above incentive objects, directors must be elected by the general meeting of shareholders, and senior managers must be appointed by the board of directors of the company. All incentive objects must have employment or labor relations with the company or its subsidiaries within the validity of this incentive plan.
The incentive object granted for the first time in this incentive plan includes a foreign employee, Mr. Li Zequan, director, general manager and chief financial officer of the company. Mr. Li Zequan is responsible for the operation and management of the company’s daily business. Since joining the company in 2010, he has organized and led the company’s finance, cost, budget, investment and financing, accounting and supervision, financial analysis, presided over the establishment and improvement of the company’s financial management system and relevant working procedures, and established the international trade department to lay a solid foundation for the company’s overseas business, It is proposed to strengthen the company’s R & D investment and participate in the company’s IPO in the whole process, which plays an important role in the overall operation and standardization of the company. Therefore, the incentive plan takes Mr. Li Zequan as the incentive object, which is in line with the actual situation and future development needs of the company and the provisions of relevant laws and regulations such as the administrative measures, listing rules and so on. It is necessary and reasonable. The awarding object of reserved rights and interests shall be defined within 12 months after the incentive 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 and legal opinions of the law firm, the company shall timely and accurately disclose the relevant information of the incentive object as required. If the incentive object is not specified for more than 12 months, the reserved rights and interests shall become invalid. The incentive objects of reserved restricted shares shall be determined by reference to the criteria for the first grant and according to the subsequent actual development of the company.
2. The incentive objects participating in the incentive plan do not include the company’s supervisors, independent directors, shareholders or actual controllers who individually or jointly hold more than 5% of the company’s shares and their spouses, parents and children. The incentive object complies with Article 8 of the measures for the administration of equity incentive of listed companies and the Shenzhen Stock Exchange gem stock exchange
According to article 8.4.2 of the Listing Rules (revised in December 2020), there is no incentive object
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) In the last 12 months, he was punished by the administrative division of the CSRC and its dispatched offices for major violations of laws and regulations
Impose fines or take market entry prohibition measures;
(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.
3. The distribution of restricted shares granted by the incentive plan among incentive objects is shown in the table below:
Proportion of granted restrictions in the proportion of granted restrictions in the total number of job-related shares of this incentive plan no. Name Nationality number of shares (10000 shares) at the time of announcement proportion of total share capital of the company
1 Li Zequan, director and general manager of Australian University, 9.69 2.39% 0.10% (Li Zequan), chief financial officer of Leah
2 Yang Zhongmin, director and deputy general manager of China 14.15 3.49% 0.15%
3 Gao Yong, Secretary of the board of directors and deputy general manager of China 5.19 1.28% 0.05%
4 first to the deputy general manager of China 3.23 0.80% 0.03%
5 Li Enming, deputy general manager of China 1.92 0.47% 0.02%
Middle managers and core backbone (255 persons) 290.62 71.58% 3.04%
Reserved part 81.20% 0.85%
Total 406100% 4.24%
Note: 1. The shares of the company granted to any of the above incentive objects through all effective equity incentive plans are not more than
More than 1% of the total share capital of the company. The total number of underlying shares involved in all equity incentive plans of the company within the validity period is not accumulated
More than 20% of the total share capital of the company.
2. The incentive object of this incentive plan does not include independent directors and supervisors, nor does it include holding 5% of the company alone or in total
Shareholders or actual controllers of the shares and their spouses, parents and children.
3. The incentive object of the reserved part shall be determined within 12 months after the incentive plan is deliberated and approved by the general meeting of shareholders and approved by the board of directors
