Company abbreviation: Beijing Zuojiang Technology Co.Ltd(300799) securities code: 300799 Shanghai Rongzheng Investment Consulting Co., Ltd
about
Beijing Zuojiang Technology Co.Ltd(300799)
Restricted stock incentive plan for 2021
Adjustment and reservation grant related matters
of
Independent financial advisor Report
December 2021
catalogue
1、 Interpretation 3 II. Statement 5 III. basic assumptions 6 IV. approval procedures for this restricted stock incentive plan 7 v. reserved grant of restricted shares 8 VI. description of reserved grant conditions of restricted shares 10 VII. Verification opinions of the independent financial adviser 11 I. interpretation Beijing Zuojiang Technology Co.Ltd(300799) , the company, the company refers to Beijing Zuojiang Technology Co.Ltd(300799) company and listed company
Independent financial consultant refers to Shanghai Rongzheng Investment Consulting Co., Ltd
This incentive plan refers to the Beijing Zuojiang Technology Co.Ltd(300799) 2021 restricted stock incentive plan
The company grants incentives according to the conditions and prices specified in the incentive plan. The first type of restricted shares refer to a certain number of company shares. The restricted sale period of such shares is set for a certain 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
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 attribution conditions
Incentive objects refer to the middle-level managers and core technical (business) personnel of the company 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
Grant price refers to the price of each restricted stock granted by the company to the incentive object
From the date of completion of the registration of the first grant of restricted shares / the date of grant to the incentive validity period refers to the period during which all the restricted shares granted to the incentive object are released from the restriction / ownership or the repurchase cancellation / invalidation expires
Restricted sale period refers to the period during which the class I restricted shares granted to the incentive object under the incentive plan are prohibited from being transferred, used for guarantee and debt repayment
After the completion of the conditions for lifting the restrictions on sales specified in the incentive plan, the incentive object’s holding period for lifting the restrictions on sales refers to the period during which some class I restricted shares can be lifted and listed for circulation
The conditions for lifting the restriction refer to the conditions that must be met for the incentive object to obtain the first type of restricted shares to lift the restriction according to the incentive plan
Attribution refers to the behavior that the listed company registers the shares in the account of the incentive object after the incentive object of the second type of restricted stock meets the benefit conditions
Vesting conditions refer to the benefit conditions set up by the restricted stock incentive plan, and the incentive object is to obtain the second type of incentive stock
Vesting date refers to the date on which the granted shares are registered after the incentive objects of class II restricted shares meet the benefit conditions. It must be the trading day
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 guide refers to the guide for business handling of companies listed on GEM No. 5 – equity incentive
Articles of association means the Beijing Zuojiang Technology Co.Ltd(300799) articles of association
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shenzhen Stock Exchange
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 Beijing Zuojiang Technology Co.Ltd(300799) . All parties involved in the plan have guaranteed to the independent financial adviser that all the documents and materials provided for issuing the independent financial adviser’s report are legal, true, accurate, complete and timely, without any omission, false or misleading statements, and are responsible for their legality, authenticity Be responsible for accuracy, completeness and timeliness. The independent financial advisor shall not bear any risk liability arising therefrom.
（2） The independent financial adviser only expresses opinions on whether the restricted stock incentive plan is fair and reasonable to Beijing Zuojiang Technology Co.Ltd(300799) shareholders, the impact on shareholders’ rights and interests and the sustainable operation of the listed company, does not constitute any investment suggestions for Beijing Zuojiang Technology Co.Ltd(300799) , and does not bear any responsibility for the possible risks arising from any investment decisions made by investors according to this report.
（3） 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.
（4） The independent financial adviser 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.
（5） Based on the principle of diligence, prudence and due diligence to all shareholders of the listed company, the independent financial adviser conducted an 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, previous resolutions of the board of directors and the general meeting of shareholders, and the last three years And the latest financial report of the company and the company’s production and operation plan, and have had effective communication with 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 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.
3、 Basic assumptions
The independent financial advisor’s 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;
（2） The information on which the independent financial adviser is based is authentic, accurate, complete and timely;
（3） The relevant documents issued by the listed company for this restricted stock incentive plan are true and reliable;
（4） There are no other obstacles to this restricted stock incentive plan, and all agreements involved can be effectively approved and finally completed on schedule;
（5） 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;
（6） There is no significant adverse impact caused by other unpredictable and force majeure factors.
4、 Approval procedures for this restricted stock incentive plan
Beijing Zuojiang Technology Co.Ltd(300799) the 2021 restricted stock incentive plan has fulfilled the necessary approval procedures:
(i) On January 25, 2021, the 15th meeting of the second board of directors of the company deliberated and adopted the
<公司 2021 年限制性股票激励计划（草案）>
And its summary
<公司 2021 年限制性股票激励计划实施考核管理办法>
And the proposal on submitting to the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the restricted stock incentive plan in 2021, which were deliberated and adopted at the 13th meeting of the second board of supervisors of the company. The company has publicized the list of incentive objects within the company. After the expiration of the publicity period, the board of supervisors checked the list of incentive objects to be granted under the equity incentive plan and explained the publicity, The independent directors of the company expressed independent opinions on whether the equity incentive plan is conducive to the sustainable development of the company and whether there is any situation damaging the interests of the company and all shareholders.
（2） On February 10, 2021, the first extraordinary general meeting of the company in 2021 deliberated and adopted the
<公司 2021 年限制性股票激励计划（草案）>
And its summary
<公司 2021 年限制性股票激励计划实施考核管理办法>
Proposal on submitting to the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the restricted stock incentive plan in 2021. The company’s implementation of the restricted stock incentive plan in 2021 was approved, and the board of directors was authorized to determine the grant date, grant restricted shares to the incentive objects when the incentive objects meet the conditions, and handle all matters necessary for the grant.
（3） On February 10, 2021, the 16th meeting of the second board of directors and the 14th meeting of the second board of supervisors deliberated and adopted the proposal on granting restricted shares to incentive objects for the first time. The independent directors of the company expressed independent opinions on this, believing that the subject qualification of incentive objects is legal and effective, and the determined grant date meets relevant regulations.
（4） On December 23, 2021, the company held the 24th Meeting of the second board of directors and the 21st Meeting of the second board of supervisors, deliberated and adopted the proposal on adjusting the grant price of the restricted stock incentive plan in 2021 and the proposal on granting reserved restricted shares to incentive objects. The independent directors of the company expressed independent opinions on this matter.
5、 Reserved grant of restricted shares
(i) Reserved grant date of restricted shares
According to the 24th Meeting of Beijing Zuojiang Technology Co.Ltd(300799) the second board of directors, the reserved grant date of this restricted stock is December 23, 2021.
（2） Source, quantity and distribution of restricted shares
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
(1) Reserved grant date: December 23, 2021
(2) Number of reserved grants: the total number of reserved rights and interests granted shall not exceed 200000 shares, accounting for about 0.20% of the current total share capital of the company of 102.08 million shares. Among them, 20000 shares of class I restricted shares and 180000 shares of class II restricted shares are reserved for grant.
(3) Number of reserved grants: 14 in total, including 2 class I restricted shares and 14 class II restricted shares.
(4) Grant price: 31.865 yuan / share
(5) The distribution of restricted shares reserved for grant among incentive objects is shown in the table below:
1. Class I restricted stock
Name and position proportion of the number of restricted shares granted to the authorized reserved rights and interests to the total number of current shares (10000 shares)
Core technicians (2 persons): 2.0010.00% 0.02%
Total 2.0010 00%0.02%
Note 1. The shares of the company granted by any of the above incentive objects through all effective equity incentive plans do not exceed 1% of the total share capital of the company. The total number of subject shares involved in all effective incentive plans of the company shall not exceed 20% of the total share capital of the company when the equity incentive plan is submitted to the general meeting of shareholders.
Note 2. The incentive objects of this incentive plan do not include independent directors, supervisors, shareholders who individually or jointly hold more than 5% of the company’s shares and the spouses, parents, children and foreign employees of the actual controller of the company.
Note 3. If the total number in the above table is inconsistent with the mantissa of the sum of the sub item values, it is caused by rounding. 2. Class II restricted stock
Name and title
