Securities abbreviation: Beijing Baolande Software Corporation(688058) securities code: 688058 Shanghai Rongzheng Investment Consulting Co., Ltd
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Of Beijing Baolande Software Corporation(688058) 2021 restricted stock incentive plan (Draft)
Independent financial advisor Report
December 2021
catalogue
1、 Interpretation 3 II. Statement 4 III. basic assumptions 5 IV. main contents of this restricted stock incentive plan 6 (I) scope and distribution of incentive objects 6 (II) incentive method, source and quantity...... 7 (III) validity period, grant date and attribution arrangement of restricted shares...... 8 (IV) determination method of grant price and grant price of restricted shares...... 9 (V) grant and attribution conditions of incentive plan...... 10 (VI) other contents of incentive plan...... 13 v. opinions of independent financial consultant...... 14 (I) on Beijing Baolande Software Corporation(688058) Verification opinions on whether the restricted stock incentive plan in 2021 complies with policies and regulations 14 (II) verification opinions on the feasibility of implementing equity incentive plan by the company...... 15 (III) verification opinions on the scope and qualification of incentive objects...... 15 (IV) verification opinions on the amount of equity granted by equity incentive plan...... 16 (V) verification opinions on whether the listed company provides any form of financial assistance to incentive objects...... 16 （6） Verification opinions on the pricing method of the grant price of the incentive plan...... 16 (VII) verification opinions on whether the equity incentive plan damages the interests of the listed company and all shareholders...... 18 (VIII) financial opinions on the implementation of the equity incentive plan by the company...... 19 （9） Opinions on the impact of the company's implementation of the equity incentive plan on the sustainable operation ability and shareholders' equity of the listed company...... 19 (x) opinions on the rationality of the performance appraisal system and appraisal methods of the listed company...... 20 (XI) others...... 20 (XII) other matters that should be explained...... 21 VI. documents and consultation methods for future reference...... 23 (I) documents for future reference 23 (II) consultation method...... 23 I. interpretation 1. Listed companies, companies, Beijing Baolande Software Corporation(688058) : refers to Beijing Baolande Software Corporation(688058) . 2. Equity incentive plan, restricted stock incentive plan, this incentive plan, this plan: refers to the 2021 restricted stock incentive plan (Draft) of Beijing Beijing Baolande Software Corporation(688058) Software Co., Ltd 。 3. Restricted 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 objects: directors, senior managers, core technicians of the company who can obtain restricted shares in accordance with the provisions of the plan, and personnel deemed necessary by the board of directors. 6. Grant date: refers to the date on which the company grants restricted shares to incentive objects. 7. Grant price: refers to the price of each restricted stock granted by the company to the incentive object. 8. Validity period: the period 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. 9. Ownership: the act of a listed company registering its shares in the account of the incentive object after the incentive object meets the benefit conditions. 10. Attribution conditions: the incentive object established by the restricted stock incentive plan 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 the science and Innovation Board of Shanghai Stock Exchange. 17. Articles of association: refers to the Beijing Baolande Software Corporation(688058) articles of association. 18. CSRC: refers to the China Securities Regulatory Commission. 19. Stock Exchange: refers to the Shanghai Stock Exchange. 20. Business Guide: Business Guide for information disclosure of listed companies on the science and Innovation Board No. 4 - disclosure of equity incentive information 21 Yuan: refers to 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 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 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、 Main contents of this restricted stock incentive plan
Beijing Baolande Software Corporation(688058) the restricted stock incentive plan for 2021 is formulated by the salary and assessment committee under the board of directors of the listed company. According to the current policy environment in China and the actual situation of Beijing Baolande Software Corporation(688058) , the restricted stock incentive plan is implemented 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 total number of incentive objects involved in the first grant of the incentive plan is 76, accounting for 18.27% of the total number of 416 employees of the company (as of December 31, 2020), including:
(1) Directors, senior managers and core technicians;
(2) Personnel that the board of directors deems necessary to be motivated.
The above incentive objects do not include independent directors, supervisors, shareholders who individually or jointly hold more than 5% of the shares of the listed company, actual controllers of the listed company and their spouses, parents, children and foreign employees.
Among the incentive objects of the incentive plan, directors and senior managers must be elected by the general meeting of shareholders or appointed by the board of directors. All incentive objects must have employment or labor relations with the company or its subsidiaries when the company grants restricted shares and within the assessment period specified in the incentive plan.
The incentive object of the reserved grant part shall be determined within 12 months after the incentive plan is considered and approved by the general meeting of shareholders. After the proposal of the board of directors, the explicit opinions of the independent directors and the board of supervisors, the professional opinions of lawyers and the legal opinions are issued, the company shall timely and accurately disclose the relevant information of the incentive object as required. If the incentive object is not specified for more than 12 months, the reserved rights and interests shall become invalid. The criteria for determining the reserved incentive objects shall be determined with reference to the criteria for the first award, including the company's directors, senior managers, core technicians, etc.
Restricted shares granted in proportion to restricted shares granted in proportion to the total number of shares (shares) on the date of announcement
1、 Directors, senior managers and core technicians
1. Director and financial director of nazhonghong China 480006.00% 0.12%
Deputy general manager and Secretary of the board of directors
2 Zhang Jianhui China 240003.00% 0.06% book
Deputy general manager, core technology
3 Li Hongwei China 100531.26% 0.03% personnel
4 Guo Jianjun, Chinese core technical personnel 92441.16% 0.02%
5 Li chaopeng Chinese core technicians 77040.96% 0.02%
2、 The board of directors considered that 71 people needed to be motivated 54099967.62% 1.35%
Total of the first grant 64000080.00% 1.60%
3、 Reserved part 16000020.00% 0.40%
Total 800000.00% 2.00%
Note: 1. The shares of the company granted by any of the above incentive objects through all the equity incentive plans within the validity period 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.
2. The incentive objects of the plan do not include independent directors, supervisors, shareholders who individually or jointly hold more than 5% of the shares of the listed company, actual controllers of the listed company and their spouses, parents, children and foreign employees.
3. The incentive objects of the reserved part shall be determined within 12 months after the incentive plan is considered and approved by the general meeting of shareholders. After the proposal of the board of directors, the explicit opinions of independent directors and the board of supervisors, the professional opinions of lawyers and the legal opinions are issued, the company shall timely and accurately disclose the relevant information of incentive objects on the designated website as required. （2） Incentive mode, source and quantity
1. Incentive mode and stock source of the incentive plan
The incentive tool adopted in this incentive plan is the second type of restricted stock, and the source of the underlying stock involved is the company's directional issuance of A-share common stock to the incentive object.
2. Number of restricted shares granted
The incentive plan intends to grant 800000 restricted shares to the incentive objects, accounting for about 2.00% of the total share capital of the company at the time of announcement of the draft incentive plan. Among them, 640000 shares were granted for the first time, accounting for about 1.60% of the total share capital of the company when the draft incentive plan was announced, and the part granted for the first time accounted for 80% of the total equity granted this time; 160000 shares are reserved, accounting for about 0.40% of the total share capital of the company when the draft incentive plan is announced, and the reserved part accounts for 20% of the total equity granted this time.
The total number of subject shares involved in the equity incentive plan of the company within the whole validity period does not exceed 20.00% of the total share capital of the company when the incentive plan is submitted to the general meeting of shareholders. The shares of the company granted by any incentive object in the plan through all the equity incentive plans within the validity period shall not exceed 1.00% of the total share capital of the company when the plan is submitted to the general meeting of shareholders for deliberation.
From the announcement date of the incentive plan to the time when the incentive object is granted restricted shares, and from the time when the incentive object is granted restricted shares to the time when the incentive object is vested, the company has matters such as conversion of capital reserve into share capital, distribution of stock dividends, share splitting, share allotment, share reduction and so on
