Stock abbreviation: Jack Sewing Machine Co.Ltd(603337) Stock Code: Jack Sewing Machine Co.Ltd(603337) Shanghai Rongzheng Investment Consulting Co., Ltd
about
Jack Technology Co., Ltd
Matters related to the first grant of stock option and restricted stock incentive plan in 2022
of
Independent financial advisor Report
March 2022
catalogue
1、 Interpretation 3 II. Statement 5 III. basic assumptions 6 IV. opinions of independent financial adviser 7 (I) authorization and approval of this stock option and restricted stock incentive plan 7 (II) differences between the stock option and restricted stock incentive plan implemented this time and the stock option and restricted stock incentive plan deliberated and approved by the general meeting of shareholders 8 (III) description of achievements of equity grant conditions 9 (IV) details of the first grant of stock options 10 (V) details of the first grant of restricted shares 13 (VI) description of the impact of the implementation of this grant on the financial status and operating results of relevant years 16 (VII) concluding observations 16 I. interpretation 1 Jack Sewing Machine Co.Ltd(603337) , company and listed company: refers to Jack Technology Co., Ltd. 2. Independent financial consultant: refers to Shanghai Rongzheng Investment Consulting Co., Ltd. 3. This plan and incentive plan refer to the 2022 stock option and restricted stock incentive plan of Jack Technology Co., Ltd. 4. Stock options and options: the company grants the incentive object the right to purchase a certain number of shares of the company at a predetermined price and conditions within a certain period of time in the future. 5. Restricted stock: the listed company grants a certain amount of company stock to the incentive object according to the predetermined conditions. The incentive object can sell the restricted stock and benefit from it only if the working years or performance objectives meet the conditions specified in the equity incentive plan. 6. Incentive object: refers to the directors, senior managers, core managers and professionals of the company who obtain stock options / restricted shares in accordance with the provisions of the plan. 7. Grant date: the date on which the rights and interests of the incentive object are granted. The grant date must be the trading day. 8. Waiting period: the period from the date of completion of registration of stock option grant to the date of stock option exercise. 9. Exercise: the incentive object purchases the underlying stock according to the conditions set in the incentive plan. 10. Vesting date: the date on which the incentive object can start exercising the right. The vesting date must be the trading day. 11. Exercise price: the price at which the incentive object purchases the company’s shares determined in the incentive plan. 12. Exercise conditions: the conditions that must be met for the incentive object to exercise stock options according to the incentive plan. 13. Grant price: the price of each restricted stock granted by the company to the incentive object. 14. Term of validity: from the date when the registration of stock option / restricted stock grant is completed to the date when the exercise of stock option granted to the incentive object is completed or expired and all restricted shares are lifted or repurchased and cancelled. 15. Restricted sale period: the period during which the restricted shares granted to the incentive object under the plan are prohibited from being transferred, used for guarantee and debt repayment. 16. Release period: the period during which the restricted shares held by the incentive object can be released and listed for circulation after the release conditions specified in the plan are met. 17. Conditions for lifting the restrictions on sale: refer to the conditions that must be met for lifting the restrictions on the sale of restricted shares. 18. Total share capital: refers to the total issued share capital of the company when the incentive plan is announced. 19. Administrative measures: refers to the administrative measures for equity incentive of listed companies. 20. Company Law: refers to the company law of the people’s Republic of China.
21. Securities Law: refers to the securities law of the people’s Republic of China. 22. Articles of association: refers to the articles of association of Jack Technology Co., Ltd. 23. CSRC: refers to the China Securities Regulatory Commission. 24. Exchange: refers to Shanghai Stock Exchange. 25. RMB: refers to RMB.
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 Jack Sewing Machine Co.Ltd(603337) and all parties involved in the plan have guaranteed to the independent financial adviser that all the documents and materials provided for the issuance of the independent financial adviser’s report are legal, true, accurate, complete and timely, without any omission, false or misleading statements, and their legality, authenticity Be responsible for accuracy, completeness and timeliness. The independent financial advisor does not assume any risk liability arising therefrom.
(II) the independent financial adviser only gives opinions on whether the stock option and restricted stock incentive plan is fair and reasonable to Jack Sewing Machine Co.Ltd(603337) shareholders and its impact on shareholders’ rights and interests and the continuous operation of the listed company, which does not constitute any investment suggestions for Jack Sewing Machine Co.Ltd(603337) and the possible risks to any investment decisions made by investors based on this report, The independent financial advisor assumes no responsibility.
(III) 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.
(IV) the independent financial consultant requests all shareholders of the listed company to carefully read the relevant information about the stock option and restricted stock incentive plan publicly disclosed by the listed company.
(V) based on the principle of diligence, prudence and due diligence to all shareholders of the listed company, the independent financial adviser has conducted in-depth investigation on the matters involved in the stock option and restricted stock incentive plan and carefully reviewed relevant materials. The scope of the investigation includes the articles of association of the listed company, salary management measures, resolutions of the previous board of directors and general meeting of shareholders The company’s financial report and the company’s production and operation plan for the last three years and the latest period, and has effectively communicated with the 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 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 listed companies.
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;
(II) the information on which the independent financial adviser is based is authentic, accurate, complete and timely;
(III) the relevant documents issued by the listed company for this stock option and restricted stock incentive plan are true and reliable;
(IV) there are no other obstacles to the stock option and restricted stock incentive plan, and all agreements involved can be effectively approved and finally completed on schedule;
(V) all parties involved in this stock option and 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;
(VI) there is no significant adverse impact caused by other unpredictable and force majeure factors.
4、 Opinions of independent financial adviser (I) authorization and approval of this stock option and restricted stock incentive plan
1. On January 20, 2022, the company held the 23rd Meeting of the 5th board of directors, which deliberated and adopted the proposal on the company’s 2022 stock option and restricted stock incentive plan (Draft) and its summary, and the proposal on the company’s assessment management measures for the implementation of 2022 stock option and restricted stock incentive plan The proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive and the proposal on director Ruan Linbing as the object of equity incentive. The independent directors of the company expressed independent opinions on the relevant proposals of this incentive plan.
2. On January 20, 2022, the company held the 17th meeting of the 5th board of supervisors, which deliberated and adopted the proposal on the company’s stock option and restricted stock incentive plan in 2022 (Draft) and its summary Proposal on the management measures for the implementation and assessment of the 2022 stock option and restricted stock incentive plan of the company and proposal on verifying the list of some incentive objects granted by the 2022 stock option and restricted stock incentive plan for the first time of the company.
3. From January 21, 2022 to February 9, 2022, the company publicized the list of incentive objects granted for the first time in the company’s internal system. During the publicity period, the board of supervisors of the company did not receive any objection related to the incentive objects proposed in the incentive plan. On February 11, 2022, the board of supervisors of the company disclosed the review opinions and publicity statement of the board of supervisors on the list of incentive objects of the company’s 2022 stock option and restricted stock incentive plan.
4. On February 10, 2022, the company held the 24th Meeting of the 5th board of directors, which deliberated and adopted the proposal on the company’s stock option and restricted stock incentive plan in 2022 (Revised Draft) and its summary The independent directors of the company expressed independent opinions on the relevant proposals of the incentive plan in the first extraordinary general meeting of the company in 2022.
5. On February 10, 2022, the company held the 18th meeting of the 5th board of supervisors, which deliberated and adopted the proposal on the company’s stock option and restricted stock incentive plan in 2022 (Revised Draft) and its summary.
6. On February 21, 2022, the company held the first extraordinary general meeting of shareholders in 2022, deliberated and approved the proposal on the company’s stock option and restricted stock incentive plan in 2022 (Revised Draft) and its summary, and the proposal on the company’s measures for the administration of the assessment of the implementation of stock option and restricted stock incentive plan in 2022 According to the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive and the proposal on director Ruan Linbing as the object of equity incentive, the company immediately disclosed the self inspection report on the trading of shares of the company by insiders with inside information of stock option and restricted stock incentive plan in 2022.
7. On March 4, 2022, the company held the 25th meeting of the 5th board of directors and the 19th meeting of the 5th board of supervisors, deliberated and adopted the proposal on adjusting the number and number of incentive objects granted for the first time under the 2022 stock option and restricted stock incentive plan In the proposal on granting stock options and restricted stocks to the incentive objects of the stock option and restricted stock incentive plan in 2022 for the first time, the independent directors of the company expressed independent opinions on relevant matters, and the board of supervisors verified the granting matters.
After verification, the financial consultant believes that as of the date of issuance of this report, the relevant matters of Jack Sewing Machine Co.Ltd(603337) first grant have obtained the necessary approval and authorization, which is in line with the relevant provisions of the management measures and the incentive plan. (II) differences between the stock option and restricted stock incentive plan implemented this time and the stock option and restricted stock incentive plan deliberated and approved by the general meeting of shareholders
Whereas, among the incentive objects originally granted for the first time in the company’s 2022 stock option and restricted stock incentive plan, 11 incentive objects voluntarily gave up all their rights and interests, including 134000 stock options and 134000 restricted shares; Six incentive objects voluntarily gave up part of their rights and interests, including 30000 stock options and 30000 restricted shares. To sum up, a total of 17 incentive objects were granted for the first time, giving up 164000 stock options and 164000 restricted shares.
According to the authorization of the company’s first extraordinary general meeting in 2022, the board of directors agreed to adjust the number and number of incentive objects granted for the first time in this incentive plan. After this adjustment, the number of incentive objects granted for the first time was adjusted from 219 to 208, the number of stock options granted for the first time was adjusted from 3.857 million to 3.693 million, and the number of restricted shares granted for the first time was adjusted from 3.857 million to 3.693 million.
In addition to the above adjustments, the number of incentive objects and restricted shares granted for the first time in this incentive plan are consistent with those deliberated and approved by the company’s first extraordinary general meeting in 2022.
After verification, the independent financial adviser believes that as of the date of issuance of this report, Jack Sewing Machine Co.Ltd(603337) the adjustment of the number of incentive objects and the number of incentives granted for the first time by the stock option and restricted stock incentive plan in 2022 complies with the relevant provisions of the administrative measures, the company’s incentive plan and its summary, and there is no situation damaging the interests of the company’s shareholders. The adjusted incentive objects meet the incentive object conditions specified in the management measures, the company’s incentive plan and its abstract and other relevant documents, and they are legal and effective as the incentive objects of this incentive plan. The adjusted total incentive amount meets the requirements of the total incentive amount specified in the management measures and incentive plan, and the adjustment of the incentive amount in this incentive plan is legal and effective. (III) description of achievements of equity grant conditions
Rights and interests can be granted only when the following conditions are met at the same time; On the contrary, if any of the following grant conditions are not met, the incentive object cannot be granted rights and interests:
1. The company is not under any of the following circumstances:
(1) The financial and accounting report of the most recent fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant;
(2) The internal control of the financial report of the latest fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant;
(3) Failure to distribute profits in accordance with laws and regulations, articles of association and public commitments within the last 36 months after listing;
(4) Equity incentive is not allowed according to laws and regulations;
(5) Other circumstances recognized by the CSRC.
2. The incentive object does not have any of the following situations:
(1) Being identified as an inappropriate candidate by the stock exchange within the last 12 months;
(2) In the last 12 months, it has been identified as an inappropriate candidate by the CSRC and its dispatched offices;
(3) Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations in the last 12 months;
(4) Those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law;
(5) Those who are not allowed to participate in the equity incentive of listed companies according to laws and regulations;
(6) Chinese certificate
