Company abbreviation: Gl Tech Co.Ltd(300480) securities code: 300480 Shanghai Rongzheng Investment Consulting Co., Ltd
about
Restricted stock incentive plan for 2021
Matters related to reservation grant
of
Independent financial advisor Report
December 2021
catalogue
catalogue 2 I. interpretation 3 II. Statement 4 III. basic assumptions 5 IV. approval procedures for this restricted stock incentive plan 6 v. reserved grant of restricted shares 8 VI. description of the achievements of the reserved grant conditions of restricted shares VII. The impact of the restricted shares granted this time on the financial status and operating results of the company in relevant years 12 VIII. Verification opinions of the independent financial adviser 13 I. interpretation Gl Tech Co.Ltd(300480) . The company refers to the financial consultant of Gl Tech Co.Ltd(300480) company and listed company, and independent finance refers to the consultant of Shanghai Rongzheng Investment Consulting Co., Ltd
This incentive plan and this plan refer to Gl Tech Co.Ltd(300480) 2021 restricted stock incentive plan (Draft)
Restricted shares refer 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 object refers to the employees of the company who obtain restricted shares in accordance with the provisions of this 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
Attribution refers to the behavior that the listed company registers its shares in the account of the incentive object after the incentive object 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 incentive stock
Vesting date refers to the date when the granted shares are registered after the incentive object meets 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 (revised in December 2020)
Business guide refers to the guide for business handling of companies listed on GEM No. 5 – equity incentive
Articles of association means the Gl Tech Co.Ltd(300480) 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 Gl Tech Co.Ltd(300480) . 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 Gl Tech Co.Ltd(300480) shareholders and its impact on shareholders’ rights and interests and the sustainable operation of the listed company, does not constitute any investment suggestions for Gl Tech Co.Ltd(300480) , 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
Gl Tech Co.Ltd(300480) the 2021 restricted stock incentive plan has fulfilled the necessary approval procedures:
(i) On February 5, 2021, the 10th meeting of the 4th 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 requesting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to equity incentive, which were deliberated and adopted at the eighth meeting of the Fourth Board of supervisors of the company. The independent directors of the company expressed independent opinions on the relevant proposals of the equity incentive plan.
（2） From February 8, 2021 to February 18, 2021, the company publicized the list of incentive objects of the company’s restricted stock incentive plan in 2021, and disclosed the review opinions and publicity instructions of the board of supervisors on the list of incentive objects of the restricted stock incentive plan in 2021 on February 20, 2021.
（3） On February 25, 2021, the second 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 equity incentive. 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. On February 26, the company disclosed the self inspection report on the trading of the company’s shares by insiders and incentive objects of the restricted stock incentive plan in 2021.
（4） On March 30, 2021, the 11th meeting of the 4th board of directors and the 9th meeting of the 4th 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 complies with relevant regulations.
（5） On December 24, 2021, the 19th meeting of the 4th board of directors and the 14th meeting of the 4th board of supervisors deliberated and adopted the proposal on granting reserved restricted shares to incentive objects. The independent directors of the company expressed independent opinions on this, and the board of supervisors issued verification opinions.
In conclusion, the independent financial adviser believes that as of the date of issuance of this report, Gl Tech Co.Ltd(300480) the reserved restricted shares granted to incentive objects have obtained the necessary approval and authorization, which is in line with the relevant provisions of the administrative measures, listing rules and incentive plan.
5、 Reserved grant of restricted shares
(i) Reserved grant date of restricted shares
According to the 19th meeting of Gl Tech Co.Ltd(300480) the Fourth Board of directors, the reserved grant date of this restricted stock is December 24, 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 reserved restricted shares
(1) Reserved grant date: December 24, 2021
(2) Reserved grant quantity: 300000 shares
(3) Number of reserved grants: 7
(4) Reserved grant price: 7.53 yuan / share
(5) The distribution of restricted shares reserved for grant among incentive objects is shown in the table below:
Proportion of restricted shares granted to the total number of job tickets in the name of the incentive plan (10000 shares at the time of publication of the reserved grant restriction draft) to the total share capital
Core management and technical backbone (7 persons) 30100.00% 0.12%
Total 30100.00% 0.12%
Note: 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.
（3） Validity period, ownership arrangement and lock up period of incentive plan
1. Period of validity
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. Attribution arrangement
The restricted shares reserved for grant in the incentive plan will be vested in batches according to the agreed proportion after the incentive object meets the corresponding vesting conditions. The vesting date must be the trading day, and the obtained restricted shares 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 the day before the announcement;
(2) Ten days before the announcement of the company’s performance forecast and performance express;
(3) From the date of major events that may have a great impact on the trading price of the company’s shares and their derivatives or the date of entering the decision-making process to two trading days after disclosure according to law;
(4) Other periods prescribed by the CSRC and Shenzhen Stock Exchange.
The ownership proportion of each batch of restricted shares reserved in the incentive plan is arranged as follows:
Number of vested rights and interests proportion of ownership arrangement and ownership time to total granted rights and interests
Restricted shares reserved for grant shall be issued from the first trading day 12 months after the date of reserved grant to
40% on the last trading day within 24 months from the date of reservation grant in the first vesting period
Day end
Restricted shares reserved for grant shall be issued from the first trading day 24 months after the date of reserved grant to
30% on the last trading day within 36 months from the date of reserved grant in the second vesting period
Day end
The restricted shares reserved for grant shall be issued from the first trading day 36 months after the date of reserved grant to
