Shanghai Xingong Yihe Enterprise Management Consulting Co., Ltd
about
Mianyang Fulin Precision Co.Ltd(300432)
Restricted stock incentive plan for 2021
Matters related to reserved grant of restricted shares
of
Independent financial advisor Report
Independent financial advisor:
December, 2001
catalogue
Chapter one states that three
Chapter II interpretation five
Chapter 3 basic assumptions Chapter IV main contents of restricted stock incentive plan 8 I. stock source of the incentive plan 8 II. Number of restricted shares to be granted 8 III. scope and distribution of incentive objects 9 IV. validity period, grant date, restricted sale period, lifting of restricted sale arrangement and lock up period of the first type of restricted stock incentive plan 10 v. validity period, grant date, ownership arrangement and lock up period of the second type of restricted stock incentive plan 12 VI. conditions for granting and releasing restricted sales / ownership of restricted shares 14 VII. Grant price and determination method of restricted shares VIII. Other contents of the restricted stock plan Chapter V approval procedures for the implementation of this restricted stock incentive plan Chapter VI reserved grant of restricted shares 25 I. specific conditions of reserved grant of restricted shares 25 II. Explanation on the difference between the list of incentive objects reserved for grant and the number of granted rights and interests and the incentive plan approved by the general meeting of shareholders Chapter VII description of the conditions for the grant of restricted shares 27 I. conditions for granting restricted shares 27 II. Description of the board of directors on the achievement of the grant conditions 27 Chapter VIII verification opinions of the independent financial adviser twenty-nine
Chapter I declaration
Shanghai Xingong Yihe Enterprise Management Consulting Co., Ltd. (hereinafter referred to as “Xingong Yihe”) is entrusted as the independent financial adviser (hereinafter referred to as “the independent financial adviser”) of Mianyang Fulin Precision Co.Ltd(300432) (hereinafter referred to as ” Mianyang Fulin Precision Co.Ltd(300432) ” or “listed company”, “company”) this restricted stock incentive plan (hereinafter referred to as “the incentive plan”) ）And prepare this report. The independent financial adviser’s report is prepared in accordance with the relevant provisions of 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 Shenzhen Stock Exchange on the gem, the guide for business handling of companies listed on the gem No. 5 – equity incentive and other laws, regulations and normative documents, On the basis of the relevant information provided by Mianyang Fulin Precision Co.Ltd(300432) , the independent financial consultant is issued for the reference of all shareholders and relevant parties of Mianyang Fulin Precision Co.Ltd(300432) .
1. The documents and materials on which the independent financial adviser’s report is based are provided by Mianyang Fulin Precision Co.Ltd(300432) , Mianyang Fulin Precision Co.Ltd(300432) has assured the independent financial adviser that the relevant information about the equity incentive plan 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 conducted 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; Mianyang Fulin Precision Co.Ltd(300432) and the documents provided by relevant parties are true, accurate and complete; 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; 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 Mianyang Fulin Precision Co.Ltd(300432) 2021 restricted stock incentive plan 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 advisor reminds the investors that this report does not constitute any investment proposal for Mianyang Fulin Precision Co.Ltd(300432) , and the independent financial advisor will not bear any responsibility for the possible risks of any investment decisions made by the investors according to this report.
Chapter II interpretation
In this independent financial adviser’s report, unless the context indicates, the following abbreviations have the following meanings:
Interpretation item interpretation content
Mianyang Fulin Precision Co.Ltd(300432) . Listed companies and companies refer to Mianyang Fulin Precision Co.Ltd(300432)
Restricted stock incentive plan and this incentive plan refer to Mianyang Fulin Precision Co.Ltd(300432) 2021 restricted stock incentive plan and this plan
The report of Shanghai Xingong Yihe Enterprise Management Consulting Co., Ltd. on Mianyang Fulin and the independent financial consultant’s report refer to the independent financial consultant’s report on matters related to the reserved grant of restricted shares in the 2021 restricted stock incentive plan of Seiko Co., Ltd
Independent financial consultant and Xingong Yihe refer to Shanghai Xingong Yihe Enterprise Management Consulting Co., Ltd
Class I restricted shares refer to the shares of the company whose transfer and other rights obtained by the incentive object are limited in accordance with the conditions specified in the incentive plan
The second type of restricted stock refers to the shares of the company obtained and registered by incentive objects who meet the grant conditions of the incentive plan after meeting the corresponding benefit conditions
Incentive objects refer to the directors, senior managers, middle managers and technical backbone 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
The conditions for the incentive object to exercise its rights and interests set in the incentive plan have not been fulfilled. The restricted sale period refers to the period during which the restricted shares cannot be transferred, used to guarantee or repay debts, which is calculated from the date on which the incentive object is granted the restricted shares to be listed
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
Attribution refers to the behavior that the listed company registers the shares in the incentive object’s account after the restricted stock incentive object meets the benefit conditions
Vesting date refers to the date when the authorized shares are registered after the restricted stock incentive object meets the benefit conditions. The vesting date must be the trading day
Vesting conditions refer to the benefit conditions set up by the restricted stock incentive plan, and the incentive object is to obtain the incentive stock
The validity period refers to the period from the date of granting restricted shares to the date when all restricted shares granted to the incentive object are released from the restriction / ownership or the repurchase cancellation / invalidation becomes invalid
Remuneration Committee refers to the remuneration and assessment committee of the board of directors of the company
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
Listing Rules refer to Shenzhen Stock Exchange GEM Listing Rules
Business management guide refers to business management guide for companies listed on GEM No. 5 – equity incentive
Articles of association means the Mianyang Fulin Precision Co.Ltd(300432) articles of association
Assessment management measures (Revised Version) refers to the assessment management measures for the implementation of Mianyang Fulin Precision Co.Ltd(300432) 2021 restricted stock incentive plan (Revised Version)
Yuan / 10000 yuan / 100 million yuan refers to RMB yuan / 10000 yuan / 100 million 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） Mianyang Fulin Precision Co.Ltd(300432) 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
Mianyang Fulin Precision Co.Ltd(300432) this restricted stock incentive plan was drafted by the Remuneration Committee under the board of directors of the listed company, which was deliberated and adopted at the ninth meeting of the Fourth Board of directors and the third extraordinary general meeting of shareholders in 2021. 1、 Stock source of this incentive plan
The incentive form adopted in the incentive plan is restricted stock (class I restricted stock and class II restricted stock). The stock source is the company’s RMB A-share common stock issued by the company to the incentive object.
2、 Number of restricted shares to be granted
The number of restricted shares to be granted to the incentive objects in the incentive plan is 15 million shares, accounting for 2.03% of the total share capital of the company on the announcement date of the draft incentive plan of 739032248 shares. Among them, the total number of restricted shares granted for the first time is 14 million shares, accounting for 93.33% of the total number of restricted shares to be granted in the incentive plan and about 1.89% of the total share capital of the company on the announcement date of the draft incentive plan; 1 million shares are reserved, accounting for 6.67% of the total number of restricted shares to be granted in the incentive plan, accounting for about 0.14% of the total share capital of the company on the announcement date of the draft incentive plan.
The incentive plan intends to grant 4.35 million class I restricted shares, accounting for 0.59% of the total share capital of the company on the announcement date of the draft incentive plan. Class I restricted shares are granted at one time without reserved rights and interests.
The incentive plan plans to grant 10.65 million class II restricted shares, accounting for 1.44% of the total share capital of the company on the announcement date of the draft incentive plan. Among them, 9.65 million class II restricted shares were granted for the first time, accounting for 1.31% of the total share capital of the company on the announcement date of the draft incentive plan and 90.61% of the total number of class II restricted shares to be granted in the incentive plan; The reserved class II restricted shares are 1 million shares, accounting for 0.14% of the total share capital of the company on the announcement date of the draft incentive plan and 9.39% of the total number of class II restricted shares to be granted in the incentive plan.
