Securities abbreviation: Beijing Baolande Software Corporation(688058) securities code: 688058 Shanghai Rongzheng Investment Consulting Co., Ltd
about
Beijing Baolande Software Corporation(688058)
Restricted stock incentive plan for 2020
Adjustment and reserved grant matters
of
Independent financial advisor Report
December 2021
catalogue
1、 Interpretation 2. Statement 4 III. basic assumptions 5 IV. opinions of independent financial adviser 6 v. documents for future reference and consultation methods 12 I. interpretation 1 Listed company, company, the company, Beijing Baolande Software Corporation(688058) : refers to Beijing Baolande Software Corporation(688058) . 2. Equity incentive plan, restricted stock incentive plan, this incentive plan, incentive plan This plan refers to the Beijing Baolande Software Corporation(688058) 2020 restricted stock incentive plan (Draft) 。 3. Restricted stock, underlying stock and class II restricted stock: the A-share common stock of the company obtained and registered by the incentive object meeting the grant conditions of the incentive plan after meeting the corresponding benefit conditions. 4. Total share capital: refers to the total issued share capital of the company when the plan is considered and approved by the general meeting of shareholders. 5. Incentive object: according to the provisions of this incentive plan, Companies that acquire restricted shares (including subsidiaries) directors and persons deemed necessary by the board of directors. 6. Grant date: refers to the date on which the company grants restricted shares to the incentive object. 7. Grant price: refers to the price of each restricted share granted by the company to the incentive object. 8. Validity period: from the date of the first grant of restricted shares to the date on which all the restricted shares granted to the incentive object are vested or invalidated Period of. 9. Ownership: after the incentive object meets the benefit conditions, the listed company registers its shares in the incentive object's account. 10. Vesting conditions: the restricted stock incentive plan is established, and the incentive object is the benefit conditions required to obtain the incentive stock. 11. 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. 12. 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 Regulatory measures: refers to the measures for continuous supervision of listed companies on the science and Innovation Board (for Trial Implementation). 16. Listing Rules: refers to the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange. 17. Business Guide: Business Guide for information disclosure of listed companies on the science and Innovation Board No. 4 - disclosure of equity incentive information. 18. Articles of association: refers to the Beijing Baolande Software Corporation(688058) articles of association 19. CSRC: refers to the China Securities Regulatory Commission. 20. Stock Exchange: refers to Shanghai Stock Exchange.
21. RMB, ten thousand yuan: refers to RMB, ten thousand 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 Baolande Software Corporation(688058) . 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 Baolande Software Corporation(688058) shareholders, the impact on shareholders' rights and interests and the sustainable operation of the listed company, does not constitute any investment suggestions for Beijing Baolande Software Corporation(688058) , 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 the company law, securities law, administrative measures, listing rules, business guide and other laws, regulations and normative documents, 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、 Opinions of the independent financial adviser (I) approval procedures of the restricted stock incentive plan
Beijing Baolande Software Corporation(688058) the 2020 restricted stock incentive plan has fulfilled the necessary approval procedures:
1. On December 11, 2020, the company held the 18th meeting of the second board of directors and deliberated and adopted the
<2020 年限制性股票激励计划（草案）>
And its abstract
<2020 年限制性股票激励计划实施考核管理办法>
And the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company's 2020 restricted stock incentive plan. The independent directors of the company have expressed independent opinions on the relevant proposals of the incentive plan.
On the same day, the company held the 14th meeting of the second board of supervisors and deliberated and adopted the
<2020年限制性股票激励计划（草案）>
And its abstract
<2020 年限制性股票激励计划实施考核管理办法>
Proposal on verification of the company
<2020 年限制性股票激励计划激励对象名单>
The board of supervisors of the company verified the relevant matters of the incentive plan and issued relevant verification opinions.
2. On December 12, 2020, The company disclosed the notice of Beijing Baolande Software Corporation(688058) on convening the third extraordinary general meeting of shareholders in 2020 (Announcement No.: 2020-051) on the website of Shanghai Stock Exchange (www.sse. Com.. CN) to review the relevant proposals of the restricted stock incentive plan in 2020. On the same day, the company disclosed the announcement of Beijing Baolande Software Corporation(688058) on public solicitation of entrusted voting rights by independent directors (Announcement No.: 2020-053), according to the entrustment of other independent directors of the company, Mr. Geng Zehui, the independent director, as the collector, solicited voting rights from all shareholders of the company on the relevant proposals of the company's 2020 restricted stock incentive plan deliberated at the third extraordinary general meeting in 2020.
3. From December 12, 2020 to December 22, 2020, the company publicized the list of incentive objects granted for the first time in the incentive plan within the company. During the publicity period, the board of supervisors of the company did not receive any objection related to the incentive objects of the incentive plan. On December 23, 2020, the company disclosed on the website of Shanghai Stock Exchange (www.sse. Com.. CN) Beijing Baolande Software Corporation(688058) board of supervisors on the review opinions and publicity of the list of incentive objects of the company's 2020 restricted stock incentive plan (Announcement No.: 2020-055).
4. On December 28, 2020, the company held the third extraordinary general meeting of shareholders in 2020, deliberated and adopted the
<2020 年限制性股票激励计划（草案）>
And its abstract
<2020 年限制性股票激励计划实施考核管理办法>
And the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company's 2020 restricted stock incentive plan, On December 29, 2020, Beijing Baolande Software Corporation(688058) self inspection report on the trading of company shares by insiders and incentive objects of 2020 restricted stock incentive plan (Announcement No.: 2020-056) was disclosed on the website of Shanghai Stock Exchange (www.sse. Com.. CN).
5. On December 28, 2020, the company held the 19th meeting of the second board of directors and the 15th 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 their independent opinions on this matter and believed that the grant conditions had been met, the subject qualification of the incentive object was legal and effective, and the determined grant date met the relevant provisions. The board of supervisors verified the list of incentive objects on the grant date and issued verification opinions.
6. On December 24, 2021, the company held the sixth meeting of the third board of directors and the fifth meeting of the third board of supervisors, deliberated and adopted the proposal on adjusting the grant price of 2020 restricted stock incentive plan and the proposal on granting some restricted shares reserved in 2020 restricted stock incentive plan to incentive objects, The independent directors of the company expressed independent opinions on the matter.
In conclusion, the independent financial adviser believes that as of the date of issuance of this report, Beijing Baolande Software Corporation(688058) the granting of restricted shares to incentive objects has obtained the necessary approval and authorization, which is in line with the relevant provisions of the administrative measures, listing rules and incentive plan. （2） Differences between the restricted stock incentive plan implemented this time and the restricted stock incentive plan approved by the general meeting of shareholders
In view of the completion of the company's equity distribution in 2020, the board of directors adjusted the restricted stock grant price of the restricted stock incentive plan in 2020 according to the authorization of the third extraordinary general meeting in 2020. After this adjustment, the restricted stock grant price (including reservation) was adjusted from 40.00 yuan / share to 38.575 yuan / share.
In addition to the above adjustments, the content of this grant is consistent with the relevant content of the incentive plan deliberated and approved by the third extraordinary general meeting of shareholders in 2020.
（3） Description of the conditions of this restricted stock grant
According to the provisions of the incentive plan, when the following grant conditions are met at the same time, the company will grant restricted shares to the incentive object. On the contrary, if any of the following grant conditions are not met, restricted shares cannot be granted to the incentive object.
(i) The company is not under any of the following circumstances:
1. An audit report with a negative opinion or unable to express an opinion on the financial and accounting report of the most recent fiscal year issued by a certified public accountant;
2. The internal control of the financial report of the most recent fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant;
3. Failure to distribute profits in accordance with laws and regulations, the articles of association and public commitments within the last 36 months after listing;
4. Equity incentive is not allowed according to laws and regulations;
5. Other circumstances recognized by the CSRC.
（2） The incentive object does not have any of the following situations:
1. Being identified as inappropriate by the stock exchange within the last 12 months;
2. It has been identified as an inappropriate candidate 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.
After verification, the independent financial adviser believes that as of the date of issuance of this report, Beijing Baolande Software Corporation(688058) and its incentive objects have not been under any of the above circumstances, and the reserved grant conditions of the company's restricted stock incentive plan have been met. （4） Reserved grant of restricted shares
1. Reserved grant date: December 24, 2021.
2. Number of reserved grants: 80000 shares, accounting for 0.20% of the current total share capital of the company of 40 million shares. 3. Number of reserved grants: 2.
4. Reserved grant price: 38.575 yuan / share.
5. Stock source: the company issues A-share common stock to the incentive object.
6. Validity period, vesting period and vesting arrangement of incentive plan
(1) The validity period of the incentive plan shall be no more than 60 months from the date of the first grant of restricted shares to the date when all the restricted shares granted to the incentive object are vested or invalid.
(2) The restricted shares granted by the incentive plan will be vested in several times according to the agreed proportion after the incentive object meets the corresponding vesting conditions. Each equity vesting is subject to meeting the corresponding vesting conditions. If the incentive object is the directors and senior managers of the company, the restricted shares obtained by the directors and senior managers shall not be vested in the following periods:
① 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 Company performance forecast
