Shanghai Xingong Yihe Enterprise Management Consulting Co., Ltd
about
Juneyao Grand Healthy Drinks Co.Ltd(605388) 2022 stock option incentive plan (Draft)
of
Independent financial advisor Report
Independent financial advisor:
March, 2002
catalogue
Chapter one states that three
Chapter II interpretation five
Chapter III basic assumptions 6 Chapter IV main contents of this incentive plan 7 I. the source and types of underlying stocks involved in the rights and interests to be granted under the incentive plan 7 II. The number of rights and interests to be granted under the incentive plan and its proportion in the total shares of the company 7 III. validity period, authorization date, waiting period, vesting date and lock up period of the incentive plan 7 IV. exercise price of stock option and its determination method 9 v. conditions for granting and exercising stock options Vi. other contents of the incentive plan Chapter V opinions of independent financial advisers 15 I. verification opinions on whether the incentive plan meets the provisions of policies and regulations 15 II. Verification opinions on the feasibility of Juneyao Grand Healthy Drinks Co.Ltd(605388) implementing the incentive plan 15 III. verification opinions on the scope and qualification of incentive objects 16 IV. verification opinions on the amount of equity granted under the incentive plan 17 v. financial opinions on the implementation of the incentive plan by the company Vi. verification opinions on the impact of the incentive plan on Juneyao Grand Healthy Drinks Co.Ltd(605388) sustainable operation ability and shareholders’ equity 21 VII. Verification opinions on whether Juneyao Grand Healthy Drinks Co.Ltd(605388) provides any form of financial assistance for incentive objects VIII. Verification opinions on whether the incentive plan damages the interests of the listed company and all shareholders 21 IX. opinions on the compliance of the company’s performance appraisal system and appraisal management measures 22 X. other matters that should be explained Chapter VI documents and places for future reference 24 I. list of documents for future reference 24 II. Location of documents for future reference twenty-four
Chapter I declaration
Shanghai Xingong Yihe Enterprise Management Consulting Co., Ltd. is entrusted to act as the independent financial adviser (hereinafter referred to as “the independent financial adviser”) of Juneyao Grand Healthy Drinks Co.Ltd(605388) (hereinafter referred to as ” Juneyao Grand Healthy Drinks Co.Ltd(605388) ,” listed company “or” the company “) for the 2022 stock option incentive plan (hereinafter referred to as” the incentive plan “) and prepare this independent financial adviser report. The independent financial advisor’s report is based on the relevant provisions of 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 and other laws, regulations and normative documents, and based on the relevant materials provided by Juneyao Grand Healthy Drinks Co.Ltd(605388) for the reference of Juneyao Grand Healthy Drinks Co.Ltd(605388) all shareholders and relevant parties.
1、 The documents and materials on which the independent financial adviser’s report is based are provided by Juneyao Grand Healthy Drinks Co.Ltd(605388) and Juneyao Grand Healthy Drinks Co.Ltd(605388) has promised the independent financial adviser that the relevant information about the incentive plan provided by Juneyao Grand Healthy Drinks Co.Ltd(605388) 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 adviser has conducted due diligence on the matters of the incentive plan, 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 Juneyao Grand Healthy Drinks Co.Ltd(605388) and the documents provided by relevant parties are true, accurate and complete; All parties involved in this incentive plan can fully perform all obligations in good faith in accordance with the terms of this 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 the 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 the 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 Juneyao Grand Healthy Drinks Co.Ltd(605388) 2022 stock option incentive plan (Draft).
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 independent financial advisor’s report.
6、 The independent financial advisor reminds investors that the report of the independent financial advisor 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 Juneyao Grand Healthy Drinks Co.Ltd(605388) , The independent financial adviser shall not be liable for the risks that may arise from any investment decision made by the investor according to the independent financial adviser’s report.
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
Juneyao Grand Healthy Drinks Co.Ltd(605388) , listed company, company and the company refer to Juneyao Grand Healthy Drinks Co.Ltd(605388)
This incentive plan refers to the stock option incentive plan of Juneyao Grand Healthy Drinks Co.Ltd(605388) 2022
Shanghai Xingong Yihe Enterprise Management Consulting Co., Ltd. refers to the independent financial consultant’s report on Huben report and this independent financial consultant’s report on the 2022 stock option incentive plan (Draft) of beijunyaoda Health Beverage Co., Ltd
The independent financial consultant refers to Shanghai Xingong Yihe Enterprise Management Consulting Co., Ltd
Stock option refers to the right granted by the company to the incentive object to purchase a certain number of shares of the company under predetermined conditions in a certain period of time in the future
According to the provisions of the incentive plan, the directors, senior managers and core backbone personnel of the company (including the subsidiaries of the incentive object) who obtain stock options
The authorization date refers to the date on which the company grants stock options to the incentive object. The authorization date must be the trading day
The exercise price refers to the price determined by the company when granting stock options to the incentive object and the incentive object purchases the shares of the listed company
The term of validity refers to the period from the date of stock option authorization to the date when all stock options are exercised or cancelled
The waiting period refers to the period between the date when the stock option authorization is completed and registered and the date when the stock option is exercisable
Exercise refers to the behavior that the incentive object exercises the stock option to purchase the shares of the company according to the arrangement of the incentive plan
The exercisable date refers to the date when the incentive object can start exercising the right. The exercisable date must be the trading day
Exercise conditions refer to the conditions that must be met by the incentive object to exercise the stock option according to the incentive plan
Remuneration Committee refers to the remuneration and assessment committee of the board of directors of the company
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shanghai Stock Exchange
China Securities Depository and Clearing Corporation refers to the Shanghai 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 articles of association refers to the Juneyao Grand Healthy Drinks Co.Ltd(605388) articles of association
The company’s assessment management measures refer to the assessment management measures for the implementation of stock option incentive plan in Juneyao Grand Healthy Drinks Co.Ltd(605388) 2022
Yuan / 10000 yuan refers to RMB yuan / 10000 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:
1、 There is no significant change in the current relevant national laws, regulations and policies;
2、 Juneyao Grand Healthy Drinks Co.Ltd(605388) provided and publicly disclosed materials and information are true, accurate and complete;
3、 There are no other obstacles to the incentive plan, and all agreements involved can be effectively approved and finally completed on schedule;
4、 All parties involved in the implementation of the incentive plan can abide by the principle of good faith and fully perform all their obligations in accordance with the scheme of the incentive plan and the terms of relevant agreements;
5、 There are no other major adverse effects caused by force majeure.
Chapter IV main contents of the incentive plan
The incentive plan is drafted by the Remuneration Committee under the board of directors of the listed company and approved at the 15th meeting of the Fourth Board of directors. 1、 Sources and types of underlying stocks involved in the equity to be granted under the 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、 The number of rights and interests to be granted under the incentive plan and its proportion in the total shares of the company
The incentive plan intends to grant no more than 12 million stock options to incentive objects, accounting for about 2.79% of the total share capital of 430 million shares on the date of publication of the draft incentive plan. This grant is a one-time grant without reserved rights and interests. Under the condition of meeting the effective conditions and effective arrangements, each stock option granted to the incentive object has the right to purchase RMB a common shares of 1 equity company at the exercise price within the vesting period.
As of the date of publication of the draft incentive plan, the total number of subject shares involved in the equity incentive plan within the whole validity period of the company has not exceeded 10.00% of the total share capital of the company. The cumulative number of shares of the company granted by any incentive object in the incentive plan through the equity incentive plan within the whole validity period does not exceed 1.00% of the total share capital of the company. 3、 The validity period, authorization date, waiting period, vesting date and lock up period of the incentive plan
(I) period of validity
The validity period of this incentive plan is from the date of stock option authorization to the date when all the stock options granted to the incentive object are exercised or cancelled, and the longest period shall not exceed 48 months.
(II) authorization date
After the incentive plan is deliberated and approved by the general meeting of shareholders of the company, the company will convene the board of directors to grant rights and interests to the incentive objects in accordance with relevant regulations within 60 days (if there are conditions for granting rights and interests, calculated from the achievement of the conditions), and complete the registration, announcement and other relevant procedures. If the company fails to complete the above work within 60 days, it shall timely disclose the reasons for the failure and announce the termination of the incentive plan. According to the administrative measures, the period during which rights and interests cannot be granted shall not be counted within 60 days.
The stock option authorization date must be the trading day. If the transaction date is not determined according to the principle of authorization, the first day shall prevail.
(III) waiting period
The waiting period is from the date of completing the registration of stock option authorization to the date of stock option exercise
