Zhongshan Securities Co., Ltd
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Of restricted stock incentive plan (Draft) in 2021
Independent financial advisor Report
Independent financial advisor:
December, 2001
catalogue
catalogue Chapter 1 states that 3 Chapter II interpretation 5 chapter III basic assumptions Chapter IV main contents of restricted stock incentive plan eight
1、 The stock source of this incentive plan eight
2、 Number of restricted shares granted eight
3、 The validity period, grant date, restriction period, release of restriction arrangement and lock up period of the plan eight
4、 The grant price of restricted shares and the determination method of the grant price eleven
5、 Conditions for the grant and release of restricted shares eleven
6、 Other elements of the restricted stock plan 15 Chapter V opinions of independent financial adviser sixteen
1、 Verification opinions on whether the equity incentive plan complies with policies and regulations sixteen
2、 Nanjing Shenghang Shipping Co.Ltd(001205) verification opinions on the feasibility of implementing equity incentive plan sixteen
3、 Verification opinions on the scope and qualification of incentive objects seventeen
4、 Verification opinions on the amount of equity granted under the equity incentive plan eighteen
5、 Verification opinions on the determination method of equity grant price of incentive plan eighteen
6、 Financial opinions on the implementation of equity incentive plan of the company nineteen
7、 Verification opinions on the impact of the incentive plan on Nanjing Shenghang Shipping Co.Ltd(001205) sustainable operation ability and shareholders’ equity twenty
8、 Verification opinions on whether Nanjing Shenghang Shipping Co.Ltd(001205) provides any form of financial assistance to the incentive object IX. whether the equity incentive plan has obvious verification intention to damage the interests of the listed company and all shareholders
See twenty
10、 And rational opinions on the company’s performance appraisal system and appraisal management measures twenty-one
11、 Other matters that should be explained 22 Chapter VI documents and places for future reference twenty-three
1、 File directory for future reference twenty-three
2、 Location of documents for future reference twenty-three
Chapter I declaration
Zhongshan Securities Co., Ltd. accepts the entrustment, Served as the independent financial adviser (hereinafter referred to as “the independent financial adviser”) of Nanjing Shenghang Shipping Co.Ltd(001205) (hereinafter referred to as “the listed company” or “the company”) this restricted stock incentive plan (hereinafter referred to as “the incentive plan”) and prepared this report. This independent financial adviser Report is in accordance with the company law of the people’s Republic of China and the securities law of the people’s Republic of China In accordance with the relevant provisions of laws, regulations and normative documents such as the measures for the administration of equity incentive of listed companies, on the basis of the relevant materials provided by Nanjing Shenghang Shipping Co.Ltd(001205) , the independent financial consultant shall be issued for the reference of all shareholders and relevant parties of Nanjing Shenghang Shipping Co.Ltd(001205) .
1. The documents and materials on which the independent financial adviser’s report is based are provided by Nanjing Shenghang Shipping Co.Ltd(001205) , Nanjing Shenghang Shipping Co.Ltd(001205) has assured the independent financial adviser that the relevant information about the equity incentive provided by it is true, accurate and complete, and that such information is free from false records, misleading statements or major omissions.
2. Based on the principle of diligence, prudence and due diligence to all shareholders of the listed company, and based on the principle of objectivity and impartiality, the independent financial adviser has fulfilled the obligation of due diligence on the equity incentive matters, and has sufficient reasons to believe that there is no material difference between the professional opinions expressed and the documents disclosed by the listed company. And be responsible for the authenticity, accuracy and completeness of the independent financial adviser’s report.
3. The opinions expressed by the independent financial adviser are based on the following assumptions: there are no significant changes in the current national laws and regulations, and there are no significant changes in the national policies and market environment of the industry in which the listed company is located; There is no significant change in the social and economic environment of the region where the listed company is located; Nanjing Shenghang Shipping Co.Ltd(001205) and the documents provided by relevant parties are true, accurate and complete; All parties involved in this restricted stock plan can fully perform all obligations in good faith in accordance with the terms of the incentive plan and relevant agreements; The incentive plan can be approved by the competent department without other obstacles and can be completed smoothly; There is no significant change in the accounting policies and accounting systems currently implemented in this incentive plan; There is no significant adverse impact caused by other force majeure and unpredictable factors.
4. The independent financial advisor has no relationship with the listed company. The independent financial advisor issues an independent financial advisor’s report on this incentive plan in full accordance with the principles of objectivity and impartiality. At the same time, the independent financial adviser urges investors to carefully read the Nanjing Shenghang Shipping Co.Ltd(001205) 2021 restricted stock incentive plan (Draft) and other materials publicly disclosed by relevant listed companies.
5. 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.
6. The independent financial adviser reminds investors that this report aims to express professional opinions on the feasibility of the incentive plan, whether it is conducive to the sustainable development of the listed company, whether it damages the interests of the listed company and its impact on the interests of shareholders, and does not constitute any investment suggestions for Nanjing Shenghang Shipping Co.Ltd(001205) and possible risks to any investment decisions made by investors according to this report, The independent financial advisor assumes no responsibility.
Chapter II interpretation
In this independent financial advisory report, unless the context specifies, the following abbreviations have the following meanings: Nanjing Shenghang Shipping Co.Ltd(001205) , listed company and company refer to Nanjing Shenghang Shipping Co.Ltd(001205) (including subordinate subsidiaries)
Restricted stock incentive plan, incentive plan refer to Nanjing Shenghang Shipping Co.Ltd(001205) 2021 restricted stock incentive plan, this plan, this report and this independent financial consultant report refer to the independent financial consultant report of Zhongshan Securities Co., Ltd. on Nanjing Shenghang Shipping Co.Ltd(001205) 2021 restricted stock incentive plan (Draft)
The independent financial consultant refers to Zhongshan Securities Co., Ltd
Restricted shares refer to the shares of the company whose transfer and other rights are restricted by the incentive object in accordance with the conditions specified in the incentive plan
Incentive objects refer to the directors, senior managers, middle managers and core business personnel of the company (including subsidiaries) who obtain restricted shares in accordance with the provisions of the incentive plan
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 company
If the conditions for the incentive object to exercise its rights and interests set in the incentive plan have not been met, the restricted sale period refers to the period during which the restricted shares cannot be transferred, used for guarantee or debt repayment, which shall be calculated from the date when the restricted shares granted to the incentive object are registered
The release period refers to the period during which the restricted shares held by the incentive object are released and can be listed and circulated after the release conditions 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 term of validity refers to the period from the date of grant of restricted shares to the date when all restricted shares are lifted or the repurchase and cancellation are completed
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shenzhen Stock Exchange
Registration and Clearing Company refers to Shenzhen Branch of China Securities Depository and Clearing Co., Ltd
Company law means the company law of the people’s Republic of China
Securities Law means the securities law of the people’s Republic of China
The Administrative Measures refer to the administrative measures for equity incentive of listed companies
Business handling guide refers to the business handling guide for listed companies of Shenzhen Stock Exchange No. 9 – equity incentive
Articles of association means the Nanjing Shenghang Shipping Co.Ltd(001205) articles of association
The company’s assessment management measures refer to the assessment management measures for the implementation of Nanjing Shenghang Shipping Co.Ltd(001205) 2021 restricted stock incentive plan
Yuan / 10000 yuan refers to RMB yuan / 10000 yuan, the legal currency unit of the people’s Republic of China
Chapter III basic assumptions
The independent financial adviser’s report is based on the following basic assumptions:
(i) There is no significant change in the current relevant national laws, regulations and policies;
（2） Nanjing Shenghang Shipping Co.Ltd(001205) the materials and information provided and publicly disclosed are true, accurate and complete;
（3） There are no other obstacles to the equity incentive plan, and all agreements involved can be effectively approved and finally completed on schedule;
（4） All parties involved in the implementation of the equity incentive plan can abide by the principle of good faith and fully perform all their obligations in accordance with the plan of the equity incentive plan and the terms of relevant agreements;
（5） There are no other major adverse effects caused by force majeure.
Chapter IV main contents of restricted stock incentive plan
Nanjing Shenghang Shipping Co.Ltd(001205) this restricted stock incentive plan is formulated by the remuneration and assessment committee under the board of directors of the company, which was deliberated and adopted at the 13th meeting of the third board of directors. 1、 Stock source of this incentive plan
The source of the underlying stock involved in the incentive plan is the company’s directional issuance of A-Shares of common stock to the incentive object. 2、 Number of restricted shares granted
The number of restricted shares to be granted to the incentive object in the incentive plan is 2 million shares, accounting for about 1.66% of the total share capital of the company on the announcement date of the draft incentive plan. Among them, 1.72 million restricted shares were granted for the first time, accounting for about 1.43% of the total share capital of the company on the announcement date of the draft incentive plan and 86.00% of the total number of restricted shares to be granted in the incentive plan; 280000 restricted shares are reserved for grant, accounting for about 0.23% of the total share capital of the company on the announcement date of the draft incentive plan and 14.00% of the total number of restricted shares to be granted in the incentive plan.
The total number of subject shares involved in the equity incentive plan within the whole validity period of the company does not exceed 10.00% of the total share capital of the company. The number of shares of the company granted by any incentive object in the incentive plan through the equity incentive plan within the whole validity period shall not exceed 1.00% of the total share capital of the company. The proportion of reserved rights and interests shall not exceed 20.00% of the number of rights and interests to be granted in the incentive plan. 3、 The validity period, grant date, restriction period, release of restriction arrangement and lock up period of the plan
(i) Validity of the plan
The validity period of this incentive plan is from the date of granting restricted shares to the date when all restricted shares granted to the incentive object are lifted or repurchased and cancelled, and the longest period shall not exceed 54 months.
（2） Grant date of the plan
After the incentive plan is reviewed and approved by the general meeting of shareholders of the company, the company will convene the board of directors to grant rights and interests to the incentive objects in accordance with relevant regulations within 60 days, and complete registration, announcement and other relevant procedures. If the company fails to complete the above work within 60 days, it shall timely disclose the reasons for the failure and announce the termination of the incentive plan. According to the provisions of the administrative measures and the guidelines for business handling of listed companies of Shenzhen Stock Exchange No. 9 – equity incentive, the period during which rights and interests shall not be granted shall not be counted within 60 days.
The reserved granting date of some restricted shares shall be confirmed by the board of directors of the company within 12 months after being deliberated and approved by the general meeting of shareholders.
The grant date shall be determined by the board of directors of the company after the incentive plan is deliberated and approved by the general meeting of shareholders of the company. The grant date must be a trading day, and restricted shares shall not be granted to the incentive object during the following periods:
(i) 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） Within 10 days before the announcement of the company’s performance forecast and performance express;
（3） From the date of major events that may have a great impact on the trading price of the company’s shares and their derivatives or the date of entering the decision-making procedures to 2 trading days after disclosure according to law;
（4） Other periods prescribed by the CSRC and the stock exchange.
If the company’s directors, senior managers and their spouses, parents and children, as incentive objects, reduce their holdings of shares before the grant of restricted shares, they shall start from the last transaction in accordance with the provisions on short-term trading in the securities law
