Securities abbreviation: Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) securities code: 300083 Shanghai Rongzheng Investment Consulting Co., Ltd
about
Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083)
Restricted stock incentive plan for 2020
(Revised Draft)
of
Independent financial advisor Report
December 2021
catalogue
1、 Interpretation 3 II. Statement 4 III. basic assumptions 5 IV. description of this revision six
(i) Authorization and approval of this incentive plan six
（2） Specific contents of this revision...... 7 v. opinions of independent financial adviser...... 11
1、 Interpretation Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) , the company and the listed company refer to Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) company
This incentive plan and this plan refer to the Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) 2020 restricted stock incentive plan (Draft)
Restricted stock and class II refer to the A-share common stock of the company obtained and registered by the incentive object meeting the grant conditions of the incentive plan in batches according to the agreed proportion of restricted stock after meeting the corresponding attribution conditions
According to the plan, when the company announces the plan, some directors, senior managers, core technical (business) personnel and employees in key positions who meet the qualifications of the company (including holding subsidiaries) are incentive objects.
The grant date refers to the date on which the company grants the second type of restricted shares to the incentive object, and the grant date must be the trading day
The grant price refers to the price of each class II restricted stock granted by the company to the incentive object
Validity period refers to the period from the grant date of class II restricted shares to the expiration of the ownership or invalidation of all restricted shares
Vesting refers to the act of a listed company registering its shares in the account of the incentive object after the incentive object of the second type of restricted stock meets the vesting conditions
Vesting conditions refer to the benefit conditions established by the incentive plan for the incentive object to obtain the second type of restricted shares
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. The vesting date must be the trading day
Remuneration Committee refers to the remuneration and assessment committee of the board of directors of the company
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 (revised in 2020)
Business management guide refers to business management guide for companies listed on GEM No. 5 - equity incentive
Articles of association means the Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) articles of association
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shenzhen Stock Exchange
Yuan, ten thousand yuan and one hundred million yuan refer to RMB yuan, ten thousand yuan and one hundred million 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 Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) . 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 Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) shareholders, the impact on shareholders' rights and interests and the sustainable operation of the listed company, does not constitute any investment suggestions for Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) , 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 and other laws, administrative regulations and normative documents, and based on the relevant materials provided by the listed company.
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, administrative 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、 Description of this revision
(i) Authorization and approval of this incentive plan
1. On November 17, 2020, the company held the 12th meeting of the 5th board of directors, which 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>
The proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the 2020 restricted stock incentive plan and the proposal on convening the eighth extraordinary general meeting of shareholders in 2020. The independent directors expressed independent opinions on whether the incentive plan is conducive to the sustainable development of the company and whether there is obvious damage to the interests of the company and all shareholders.
2. On November 17, 2020, the company held the 12th meeting of the 5th board of supervisors, which 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 believes that the implementation of the incentive plan will be conducive to the sustainable development of the company and will not damage the interests of the company and all shareholders. The company meets the conditions for the implementation of the incentive plan, the implementation of the incentive plan has fulfilled relevant legal procedures, and the qualification of the incentive subject is legal and effective.
3. On November 17, 2020, Guangdong Haipai law firm issued a legal opinion on the company's 2020 restricted stock incentive plan (Draft); on November 17, 2020, Shanghai Rongzheng Investment Consulting Co., Ltd. issued a financial advisory opinion on the company's 2020 restricted stock incentive plan (Draft).
4. From November 18, 2020 to 12:00 on November 29, 2020 The company's official website (www.januscn. Com) publicized the list of incentive objects. During the publicity period, the board of supervisors of the company did not receive any objection or adverse reaction from any organization or individual. In addition, the board of supervisors checked the list of incentive objects of the incentive plan and issued a notice on November 29, 2020 Notice of the board of supervisors on the publicity and verification of the list of incentive objects of the 2020 restricted stock incentive plan.
5. On December 3, 2020, the company held the eighth extraordinary general meeting of shareholders in 2020, which 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 2020 restricted stock incentive plan, and announced the self inspection report on the trading of company shares by insiders and incentive objects of the 2020 restricted stock incentive plan.
6. On December 3, 2020, the company held the 13th meeting of the 5th board of directors and the 13th meeting of the 5th board of supervisors, deliberated and adopted the proposal on granting restricted shares to the incentive objects of the 2020 restricted stock incentive plan respectively, and agreed that the company would take December 3, 2020 as the grant date, Grant 42 million restricted shares to 125 incentive objects of the incentive plan. The independent directors of the company give independent opinions on the granting of incentive plans.
7. Guangdong Haipai law firm issues legal opinions on the granting of the company's restricted stock incentive plan in 2020; Shanghai Rongzheng Investment Consulting Co., Ltd. issued independent financial advisory opinions on matters related to the grant of the company's restricted stock incentive plan in 2020.
8. On December 6, 2021, the company held the 22nd Meeting of the 5th board of directors and the 22nd Meeting of the 5th board of supervisors, deliberated and adopted the proposal on the achievement of attribution conditions in the first attribution period of the company's 2020 restricted stock incentive plan. The vesting conditions of the first vesting period of the company's 2020 restricted stock incentive plan are about to be achieved. The company will handle matters related to the vesting of qualified incentive objects in accordance with the relevant provisions of the incentive plan. The total number of incentive objects meeting the attribution conditions is 121, and the number of restricted shares that can be attributed is 16.8 million, accounting for 1.10% of the current total share capital of the company.
9. On December 24, 2021, the company held the 23rd Meeting of the 5th board of directors and the 23rd Meeting of the 5th board of supervisors, which deliberated and adopted the
<2020年限制性股票激励计划（草案修订稿）>
The independent directors of the company issue independent opinions on the revision of the incentive plan.
The independent financial adviser believes that as of the date of issuance of the independent financial adviser's report, the company has obtained necessary approval and authorization for this revision, which is in line with the relevant provisions of the management measures.
（2） Specific contents of this revision
1. Vesting conditions of restricted shares
(1) Content before revision
The assessment year of the incentive plan is three fiscal years from 2020 to 2022, one assessment in each fiscal year. The assessment subject is Shenzhen Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) Machinery Co., Ltd. (hereinafter referred to as "Shenzhen Genesis") and its subordinate enterprises engaged in high-end intelligent equipment business. The annual performance assessment objectives of restricted stocks granted are shown in the table below:
Ownership arrangement and assessment requirements
In the first vesting period, the operating revenue of listed companies and Shenzhen Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) (consolidated financial statements) in 2020 shall not be less than 2.8 billion yuan
In the second vesting period, the operating revenue of the listed company and Shenzhen Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) (consolidated financial statements) in 2021 is not less than 3.8 billion yuan, or
From 2020 to 2021, the accumulated operating income shall not be less than 6.6 billion yuan
The operating revenue of listed companies and Shenzhen Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) (consolidated financial statements) in the third attribution period in 2022 is not less than RMB 5.1 billion, or
From 2020 to 2022, the accumulated operating revenue in the three years shall not be less than 11.7 billion yuan
Note: 1. The incentive cost generated by this equity incentive plan will be disbursed in the management expenses;
2. The above performance assessment objectives do not constitute the company's performance prediction and substantive commitment to investors.
If the company fails to meet the above performance assessment objectives, all restricted shares attributable to incentive objects in the corresponding assessment year shall not be attributed and shall be invalid.
(2) Revised content
The assessment year of the incentive plan is three fiscal years from 2020 to 2022, one assessment in each fiscal year. The assessment subjects are listed companies and Shenzhen Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) Machinery Co., Ltd. (hereinafter referred to as "Shenzhen Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) ") engaged in high-end intelligent equipment business and its subordinate enterprises. The annual performance assessment objectives of restricted stocks granted are shown in the table below:
Ownership arrangement and assessment requirements
In the first vesting period, the operating revenue of listed companies and Shenzhen Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) (consolidated financial statements) in 2020 shall not be less than 2.8 billion yuan
Listed companies and Shenzhen Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) (consolidated financial statements) in the second attribution period in 2021
