Securities abbreviation: Zjamp Group Co.Ltd(002758) securities code: 002758 bonds abbreviation: Huatong convertible bonds bond Code: 128040 Shanghai Rongzheng Investment Consulting Co., Ltd
about
Restricted stock incentive plan for 2021 (Draft)
of
Independent financial advisor Report
December, 2001
catalogue
1、 Interpretation 2. Statement 3. Basic assumptions 4. Main contents of the incentive plan 5 (I) scope and distribution of incentive objects 5 (II) number of restricted shares granted…… 6 (III) validity period, grant date, restricted sale period, release arrangement and lock up period of the incentive plan…… 6 (IV) grant price of restricted shares and determination method of grant price…… 8 (V) conditions for grant and release of restricted shares…… 9 （6） Other contents of the incentive plan…… 12 v. opinions of independent financial consultant…… 13 (I) verification opinions on whether the incentive plan complies with policies and regulations 13 (II) verification opinions on the feasibility of the company’s equity incentive plan…… 14 (III) verification opinions on the scope and qualification of incentive objects…… 14 (IV) verification opinions on the amount of equity granted under the equity incentive plan…… 15 (V) verification opinions on the grant price of the incentive plan…… 15 （6） Verification opinions on whether the listed company provides any form of financial assistance for the incentive object…… 15 (VII) verification opinions on whether the incentive plan is harmful to the interests of the listed company and all shareholders…… 16 (VIII) financial opinions on the implementation of the incentive plan by the company…… 17 （9） Opinions on the impact of the company’s implementation of equity incentive plan on the sustainable operation ability and shareholders’ equity of listed companies 17 (x) opinions on the rationality of performance appraisal system and appraisal methods of listed companies 18 (XI) others 18 （12） Other matters to be explained…… 19 VI. documents for future reference and consultation methods…… 21 I. documents for future reference…… 21 II. Consultation methods…… 21i
1、 Interpretation
1. Listed company, the company, the company, Zjamp Group Co.Ltd(002758) : refers to Zjamp Group Co.Ltd(002758) .
2. The incentive plan, the plan and the incentive plan refer to the Zjamp Group Co.Ltd(002758) restricted stock incentive plan in 2021.
3. Restricted stock: refers to a certain number of company shares granted to incentive objects by the company according to the conditions and prices specified in the incentive plan. Such shares are set with a certain period of restricted sale 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.
4. Incentive object: refers to the company’s directors (excluding independent directors and external directors), senior managers, middle-level managers, core business (Management) personnel and relevant employees who need incentive according to the provisions of the incentive plan.
5. Grant date: refers to the date on which the company grants restricted shares to incentive objects. It must be a trading day. 6. Grant price: refers to the price of each restricted stock granted by the company to the incentive object.
7. Validity period: refers to the period from the date when the registration of restricted stock grant is completed to the date when all restricted stocks granted to the incentive object are lifted or repurchased.
8. Restricted sale period: refers to the period during which the restricted shares granted to the incentive object under the incentive plan are prohibited from being transferred, used for guarantee and debt repayment.
9. 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.
10. Conditions for lifting the restriction on sales: refer to the conditions that must be met for lifting the restriction on sales of restricted shares obtained by the incentive object according to the incentive plan.
11. Company Law: refers to the company law of the people’s Republic of China.
12. Securities Law: refers to the securities law of the people’s Republic of China.
13. Administrative measures: refers to the administrative measures for equity incentive of listed companies.
14. Articles of association: refers to the Zjamp Group Co.Ltd(002758) articles of association.
15. CSRC: refers to the China Securities Regulatory Commission.
16. Stock exchange and Shenzhen Stock Exchange: refer to Shenzhen Stock Exchange.
17. Securities Depository and Clearing Company: refers to Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. 18. Yuan and 10000 yuan: refer to RMB yuan and 10000 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 Zjamp Group Co.Ltd(002758) . 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 Zjamp Group Co.Ltd(002758) shareholders, the impact on shareholders’ rights and interests and the sustainable operation of the listed company, does not constitute any investment suggestions for Zjamp Group Co.Ltd(002758) , 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, relevant board of directors, resolutions of the general meeting of shareholders and relevant companies Financial report, the company’s production and operation plan, and 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.
The independent financial adviser’s 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 independent financial advisor is based on the following assumptions: (I) there is no significant change in the current relevant laws, regulations and policies of the country;
（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 the incentive plan are true and reliable;
（4） There are no other obstacles to the incentive plan, and all agreements involved can be effectively approved and finally completed on schedule;
（5） All parties involved in the 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、 Main contents of the incentive plan
Zjamp Group Co.Ltd(002758) the remuneration and assessment committee of the board of directors of the listed company is responsible for formulating the restricted stock incentive plan in 2021. According to the current policy environment in China and the actual situation of Zjamp Group Co.Ltd(002758) , the restricted stock incentive plan is adopted for the incentive objects of the company. This independent financial adviser’s report will give professional opinions on this incentive plan. (i) Scope and distribution of incentive objects
1. The number of incentive objects involved in the incentive plan shall not exceed 449, including:
(1) Directors (excluding independent directors and external directors) and senior managers of the company;
(2) Middle management;
(3) Core business (Management) personnel of the company;
(4) Other employees deemed necessary by the board of directors of the company.
The incentive objects involved in the incentive plan do not include independent directors, external directors, supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the company’s shares and their spouses, parents and children.
Among the above incentive objects, the directors and senior managers of the company must be elected by the general meeting of shareholders or appointed by the board of directors of the company. All incentive objects must have a labor or employment relationship with the company or the company’s holding subsidiaries when the incentive plan is granted and within the assessment period.
The incentive object does not have the following circumstances that cannot become an incentive object:
① Being identified as an inappropriate candidate by the stock exchange within the last 12 months;
② Those who have been identified as inappropriate candidates by the CSRC and its dispatched offices within the last 12 months;
③ Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations within the last 12 months;
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 equity incentive of listed companies according to laws and regulations;
⑥ Other circumstances recognized by the CSRC.
2. Distribution of restricted shares granted to incentive objects
The distribution of restricted shares granted by the incentive plan among incentive objects is shown in the table below:
Proportion of restricted shares granted to the total amount of share capital (10000 shares) at the time of reporting of the number of restricted shares granted to the plan and the total number of institutional shares in the draft plan
Proportion of restricted shares granted to the total amount of share capital (10000 shares) at the time of reporting of the number of restricted shares granted to the plan and the total number of institutional shares in the draft plan
Bao Zhonghai, chairman 50.003 99%0.10%
Lin Changbin, director and general manager 99%0.10%
Jiang Jun, deputy general manager 25.001 99%0.05%
Liu Wenqi, deputy general manager and chief financial officer 25.001 99%0.05%
Jinding deputy general manager and Secretary of the board of directors 25.001 99%0.05%
Middle management and core business (Management) 1079.0086.04% 2.21%
Personnel (444 persons)
Total (449 persons) 1254.00100.00% 2.57%
Note: 1. The shares of the company granted by any incentive object in the incentive plan through all equity incentive plans within the validity period shall not exceed 1% of the total share capital of the company. The total number of subject shares involved in all equity incentive plans of the company within the validity period shall not exceed 10% of the total share capital of the company.
2. 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） Number of restricted shares granted
1. Stock source of this incentive plan
The subject stock involved in the incentive plan comes from the company’s A-share common stock issued by the company to the incentive object.
2. Number of restricted shares granted
The number of restricted shares to be granted to the incentive objects in the incentive plan is 12.54 million shares, accounting for about 2.57% of the total share capital of the company at the time of announcement of the draft incentive plan. (since the company is in the stock conversion period of convertible corporate bonds, the total share capital referred to in this draft is the number of shares on December 22, 2021.) the total number of subject shares involved in the equity incentive plan of the company during the whole validity period does not exceed 10% of the total share capital of the company. The number of restricted shares granted to any incentive object in this incentive plan does not exceed the amount withdrawn in this incentive plan 1% of the total share capital of the company before being submitted to the general meeting for deliberation.
During the period from the date of announcement of the draft incentive plan to the completion of the restricted stock registration of the incentive object, if the company has matters such as capital reserve converted into share capital, distribution of stock dividends, share subdivision or reduction, allotment and so on, the number of restricted shares granted will be adjusted accordingly according to the incentive plan. （3） The validity period, grant date, restriction period, release of restriction arrangement and lock up period of the incentive plan
1. Validity of this incentive plan
The validity period of the incentive plan shall be no more than 48 months from the date of completion of the registration of the grant of restricted shares to the date when all the restricted shares granted to the incentive object are lifted or repurchased.
2. Grant date of this incentive plan
The grant date of the incentive plan shall be determined by the board of directors after the plan is deliberated and approved by the general meeting of shareholders of the company, and the grant date must be
