Shanghai Xingong Yihe Enterprise Management Consulting Co., Ltd
about
Sichuan Development Lomon Co.Ltd(002312) 2021 matters related to the first grant of restricted stock incentive plan
of
Independent financial advisor Report
Independent financial advisor:
March, 2002
catalogue
Chapter one states that three
Chapter II interpretation five
Chapter III basic assumptions Chapter IV main contents of restricted stock incentive plan 8 I. stock source of this incentive plan 8 II. Number of restricted shares to be granted 8 III. validity period, grant date, restricted sale period, lifting of restricted sale arrangement and lock up period of restricted stock incentive plan IV. determination of stock grant price and restrictive method V. conditions for granting and releasing restricted shares Vi. other contents of restricted stock plan Chapter V approval procedures for the performance of this incentive plan Chapter VI initial grant of restricted shares 20 I. details of the first grant of restricted shares 20 II. Explanation of the difference between the equity incentive plan implemented this time and the incentive plan approved by the general meeting of shareholders Chapter VII description of the granting conditions of restricted shares 22 I. conditions for granting restricted shares 22 II. Description of the board of directors on the achievement of the grant conditions 23 Chapter VIII verification opinions of independent financial advisers twenty-four
Chapter I declaration
Shanghai Xingong Yihe Enterprise Management Consulting Co., Ltd. is entrusted to act as the independent financial advisor (hereinafter referred to as the "independent financial advisor") of Sichuan Development Lomon Co.Ltd(002312) (hereinafter referred to as " Sichuan Development Lomon Co.Ltd(002312) " or "listed company", "company") for this restricted stock incentive plan (hereinafter referred to as the "incentive plan") and prepare this report. This independent financial advisory report is prepared in accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the measures for the administration of equity incentive of listed companies, the Trial Measures for the implementation of equity incentive by state-owned holding listed companies (domestic) (Guo Zi FA FA FA FA Fa [2006] No. 175) and the notice on issues related to regulating the implementation of equity incentive system by state-owned holding listed companies The relevant provisions of laws, regulations and normative documents such as (gzffd [2008] No. 171), guidelines for the implementation of equity incentive by listed companies controlled by central enterprises (gzkp [2020] No. 178), guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - business handling, on the basis of Sichuan Development Lomon Co.Ltd(002312) providing relevant materials, Issue independent financial advisory opinions for the reference of Sichuan Development Lomon Co.Ltd(002312) all shareholders and relevant parties.
1. The documents and materials on which the independent financial adviser's report is based are provided by Sichuan Development Lomon Co.Ltd(002312) and Sichuan Development Lomon Co.Ltd(002312) has assured the independent financial adviser that the relevant information about this equity incentive provided by him is true, accurate and complete, and that there are no false records, misleading statements or major omissions in such information.
2. Based on the principle of diligence, prudence and due diligence to all shareholders of the listed company, and based on the principle of objectivity and impartiality, the independent financial advisor has conducted due diligence on the equity incentive matters, and has sufficient reasons to believe that there is no material difference between the professional opinions expressed and the documents disclosed by the listed company. And be responsible for the authenticity, accuracy and completeness of the independent financial adviser's report.
3. The opinions expressed by the independent financial adviser are based on the following assumptions: there are no significant changes in the current national laws and regulations, and there are no significant changes in the national policies and market environment of the industry in which the listed company is located; There is no significant change in the social and economic environment of the region where the listed company is located Sichuan Development Lomon Co.Ltd(002312) and the documents provided by relevant parties are true, accurate and complete; All parties involved in this restricted stock plan can fully perform all obligations in good faith and in accordance with the terms of the incentive plan and relevant agreements; The incentive plan can be approved by the competent department without other obstacles and can be completed smoothly; There are no significant changes in the accounting policies and accounting systems currently implemented in this incentive plan; There are no significant adverse effects caused by other force majeure and unpredictable factors.
4. The independent financial advisor has no relationship with the listed company. The independent financial advisor issues an independent financial advisor report on this incentive plan in full accordance with the principles of objectivity and impartiality. At the same time, the independent financial adviser urges investors to carefully read the information publicly disclosed by relevant listed companies such as Sichuan Development Lomon Co.Ltd(002312) 2021 restricted stock incentive plan.
5. 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.
6. The independent financial adviser reminds investors that this report aims to express professional opinions on the feasibility of the incentive plan, whether it is conducive to the sustainable development of the listed company, whether it damages the interests of the listed company and its impact on the interests of shareholders, and does not constitute any investment suggestions for Sichuan Development Lomon Co.Ltd(002312) and the possible risks to any investment decisions made by investors according to this report, The independent financial advisor assumes no responsibility.
Chapter II interpretation
In this independent financial adviser's report, unless the context specifies, the following abbreviations have the following meanings:
Interpretation item interpretation content
Sichuan Development Lomon Co.Ltd(002312) , listed company, company refers to Sichuan Development Lomon Co.Ltd(002312)
Restricted stock incentive plan, this incentive plan and this plan refer to Sichuan Development Lomon Co.Ltd(002312) 2021 restricted stock incentive plan
Refers to the independent financial advisory report of Shanghai Xingong Yihe Enterprise Management Consulting Co., Ltd. on matters related to Sichuan development longben report, this independent financial advisory report and the first grant of restricted stock incentive plan of mang Co., Ltd. in 2021
Independent financial consultant refers to Shanghai Xingong Yihe Enterprise Management Consulting Co., Ltd
Restricted stock refers to the shares of the company whose transfer and other rights are restricted according to the conditions specified in the incentive plan
Incentive objects refer to the directors, senior managers and core backbone 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
The grant price refers to the price determined by the company when granting restricted shares to the incentive object and the incentive object obtains the shares of the company
It refers to the period during which restricted shares cannot be transferred, used for guarantee or repayment of debts when the conditions set by the incentive plan for the incentive object to exercise rights and interests have not been met, which shall be calculated from the date on which the incentive object is granted restricted shares
The period of lifting the restriction on sale refers to the period during which the restricted shares held by the incentive object are lifted and can be listed and circulated after the conditions for lifting the restriction on sale specified in the incentive plan are met
The conditions for lifting the restriction on sale refer to the conditions that must be met for the restricted shares obtained by the incentive object to be lifted according to the incentive plan
The term of validity refers to the period from the date of grant of restricted shares to the date when all restricted shares are lifted or repurchased and cancelled
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shenzhen Stock Exchange
China Securities Depository and Clearing Corporation refers to Shenzhen Branch of China Securities Depository and Clearing Corporation Limited
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
The Administrative Measures refer to the administrative measures for equity incentive of listed companies
The Trial Measures refer to the Trial Measures for the implementation of equity incentive by state-owned holding listed companies (domestic) (Guo Zi FA FA FA FA FA Fa [2006] No. 175)
"Notice on Relevant Issues" refers to the "notice on issues related to regulating the implementation of equity incentive system by state-controlled listed companies" (Guo Zi FA FA FA FA Fa [2008] No. 171)
The work guidelines refer to the guidelines for the implementation of equity incentive by listed companies controlled by central enterprises (gzkp [2020] No. 178)
The self regulatory guide refers to the self regulatory guide for listed companies of Shenzhen Stock Exchange No. 1 - business handling
The articles of association refers to the Sichuan Development Lomon Co.Ltd(002312) articles of association
The company's assessment management measures refer to the assessment management measures for the implementation of the restricted stock incentive plan in Sichuan Development Lomon Co.Ltd(002312) 2021
Yuan / 10000 yuan / 100 million yuan refers to RMB yuan / 10000 yuan / 100 million yuan, the legal currency unit of the people's Republic of China
Chapter III basic assumptions
The independent financial advisor's report is based on the following basic assumptions:
(I) there is no significant change in the current relevant national laws, regulations and policies;
(II) Sichuan Development Lomon Co.Ltd(002312) provided and publicly disclosed materials and information are true, accurate and complete;
(III) there are no other obstacles to the equity incentive plan, and all agreements involved can be effectively approved and finally completed on schedule;
(IV) all parties involved in the implementation of the equity incentive plan can fully perform all their obligations in accordance with the plan of the equity incentive plan and the terms of relevant agreements in accordance with the principle of good faith;
(V) there is no significant adverse effect caused by other force majeure.
Chapter IV main contents of stock incentive plan
Sichuan Development Lomon Co.Ltd(002312) this restricted stock incentive plan was drafted by the remuneration and assessment committee under the board of directors of the listed company, which was deliberated and adopted at the 15th meeting of the sixth board of directors and the first extraordinary general meeting of shareholders in 2022.
1、 Stock source of this incentive plan
The subject stock involved in the incentive plan comes from the company's RMB A-share common stock issued by the company to the incentive object.
2、 Number of restricted shares to be granted
The number of restricted shares to be granted to the incentive objects in the incentive plan is 15241200 shares, accounting for about 0.86% of the total share capital of the company on the announcement date of the draft incentive plan. Among them, 12193000 restricted shares were granted for the first time, accounting for 80.00% of the total number of restricted shares to be granted in the incentive plan and 0.69% of the total share capital of the company on the announcement date of the draft incentive plan; 3.0482 million restricted shares are reserved, accounting for
