Securities code: Windsun Science Technology Co.Ltd(688663) securities abbreviation: Windsun Science Technology Co.Ltd(688663) Shanghai Rongzheng Investment Consulting Co., Ltd
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Windsun Science Technology Co.Ltd(688663) 2022 restricted stock incentive plan (Draft)
Independent financial advisor Report
March, 2002
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1、 Interpretation 2. Statement 4. Main contents of this restricted stock incentive plan 6 (I) incentive mode, source and quantity 6 (II) validity period, grant date and ownership arrangement of restricted shares (III) determination of stock grant price and (III) restrictive method of stock grant 8 (IV) conditions for granting and belonging of incentive plan 9 (V) other contents of the incentive plan 14 v. opinions of independent financial adviser 15 (I) verification opinions on whether the incentive plan meets the provisions of policies and regulations 15 (II) verification opinions on the feasibility of the company’s equity incentive plan 16 (III) verification opinions on the scope and qualification of incentive objects 16 (IV) verification opinions on the total amount of equity granted under the equity incentive plan 17 (V) verification opinions on the determination method of equity grant price of the incentive plan (VI) verification opinions on whether the listed company provides any form of financial assistance to the incentive object 18 (VII) verification opinions on whether there is any situation damaging the interests of the listed company and all shareholders 19 (VIII) financial opinions on the implementation of equity incentive plan of the company 19 (IX) verification opinions on the impact of the listed company’s sustainable operation ability and shareholders’ equity 20 (x) verification opinions on the rationality of the performance appraisal system and appraisal methods of listed companies 20 (XI) others 21 (XII) other matters that should be explained 22 VI. documents for future reference and consultation methods 24 (I) documents for future reference 24 (II) consultation method twenty-four
1、 Interpretation
Unless otherwise specified, the following words have the following meanings in this article:
Windsun Science Technology Co.Ltd(688663) , the company and the company refer to Windsun Science Technology Co.Ltd(688663)
This incentive plan refers to Windsun Science Technology Co.Ltd(688663) 2022 restricted stock incentive plan
Restricted stocks and class II restricted stocks refer to the shares of the company obtained and registered by the incentive objects who meet the grant conditions of the incentive plan after meeting the corresponding attribution conditions
In accordance with the provisions of this incentive plan, directors, senior managers, core technicians and other personnel deemed necessary by the board of directors of the company that obtains restricted shares (including branches and holding subsidiaries, and the incentive object refers to the company)
Grant date refers to the date on which the company grants restricted shares to incentive objects
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
Validity period refers to the period 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
Attribution refers to the behavior of a listed company to register its shares in the account of the incentive object after the restricted stock incentive object meets the benefit conditions
Attribution conditions refer to the benefit conditions that the incentive object set up by the restricted stock incentive plan needs to meet in order to obtain the incentive stock
Vesting date refers to the date on which the authorized shares are registered after the restricted stock incentive object meets the benefit conditions. It must be the trading day
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
Listing Rules refers to the Listing Rules of Shanghai Stock Exchange’s Sci tech innovation board
The Trial Measures refer to the Trial Measures for the implementation of equity incentive by state-controlled listed companies (domestic)
The self regulatory guide refers to the self regulatory guide for listed companies on the science and Innovation Board No. 4 – disclosure of equity incentive information
The articles of association refers to the Windsun Science Technology Co.Ltd(688663) articles of association
CSRC refers to the China Securities Regulatory Commission
Shandong SASAC refers to the state owned assets supervision and Administration Commission of Shandong Provincial People’s government
Shandong Energy Group Co., Ltd. refers to Shandong energy group
Stock exchange and Shanghai Stock Exchange refer to Shanghai Stock Exchange
China Securities Depository and Clearing Corporation refers to the Shanghai Branch of China Securities Depository and Clearing Corporation Limited
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
Note: 1. Unless otherwise specified, the financial data and financial indicators quoted in the draft refer to the financial data and financial indicators calculated according to the consolidated statements;
2. If there is any difference in the mantissa between the sum of some total figures and each detailed figure in the draft, it is caused by rounding.
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 Windsun Science Technology Co.Ltd(688663) and all parties involved in the incentive plan have guaranteed to the independent financial adviser that all 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 legitimacy Be responsible for authenticity, 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 incentive plan is fair and reasonable to Windsun Science Technology Co.Ltd(688663) shareholders and its impact on shareholders’ rights and interests and the sustainable operation of the listed company. It does not constitute any investment suggestions for Windsun Science Technology Co.Ltd(688663) and does not bear any responsibility for the possible risks arising from any investment decisions made by investors based on this report.
(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 incentive plan publicly disclosed by the listed company.
(V) adhering to the attitude 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 consultant conducted in-depth investigation on the matters involved in the incentive plan and carefully reviewed the relevant materials. The scope of investigation includes the articles of association of the listed company, salary management measures, relevant resolutions of the board of directors, general meeting of shareholders, financial reports of relevant companies The company has effectively communicated with the relevant personnel of the listed company on the production and operation plan of the 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 company law, the securities law, the administrative measures, the listing rules, the guide to self regulatory supervision, and the Trial Measures for the implementation of equity incentive by state-owned holding listed companies (domestic) (Guo Zi FA FA Fen [2006] No. 175) Notice on issues related to regulating the implementation of equity incentive system by state-owned holding listed companies (Guo Zi FA FA FA FA FA FA Fa [2008] No. 171), notice on matters related to further improving the equity incentive work of listed companies controlled by central enterprises (Guo Zi FA Kao Fen GUI [2019] No. 102) This incentive plan is formulated in accordance with the provisions of relevant laws, administrative regulations and normative documents such as the guidelines for the implementation of equity incentive by listed companies controlled by central enterprises (gzkp [2020] No. 178) and the articles of association, and in combination with the current management systems such as salary system and performance appraisal system.
3、 Basic assumptions
The independent financial advisor’s report issued by the independent financial advisor is based on the following assumptions: (I) there is no significant change in the current relevant laws, regulations and policies of the country;
(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 incentive plan are true and reliable;
(IV) there are no other obstacles to the incentive plan, and all agreements involved can be effectively approved and finally completed on schedule;
(V) all parties involved in this 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、 Main contents of this restricted stock incentive plan
Windsun Science Technology Co.Ltd(688663) the restricted stock incentive plan for 2022 is formulated by the remuneration and assessment committee under the board of directors of the listed company. According to the current policy environment in China and the actual situation of Windsun Science Technology Co.Ltd(688663) of , the restricted stock incentive plan is adopted for the incentive objects of the company. This report of the independent financial adviser will give professional opinions on this incentive plan. (I) incentive mode, source and quantity
1. Incentive methods and stock sources of the incentive plan
The incentive tool adopted in this incentive plan is the second type of restricted stock, and the source of the underlying stock involved is the company’s RMB A-share common stock issued by the company to the incentive object.
2. Number of restricted shares granted
The number of restricted shares to be granted to the incentive objects in the incentive plan is 2475000 shares, accounting for about 1.77% of the total capital stock of the company at the time of announcement of the draft incentive plan, of which 2375000 restricted shares are granted for the first time, accounting for 95.96% of the total equity to be granted in the incentive plan and about 1.70% of the total capital stock of the company at the time of announcement of the draft incentive plan, 100000 restricted shares are reserved, accounting for 4.04% of the total equity to be granted in the incentive plan and about 0.07% of the total capital stock of the company at the time of announcement of the draft incentive plan.
The reserved rights and interests of this incentive plan do not exceed 20.00% of the total rights and interests to be granted this time. The total number of subject shares involved in the equity incentive plan within the whole validity period of the company does not exceed 20.00% of the total share capital of the company when the incentive plan is submitted to the general meeting of shareholders for deliberation. The cumulative number of shares of the company granted by any incentive object in the incentive plan through all equity incentive plans within the validity period does not exceed 1.00% of the total share capital of the company when the incentive plan is submitted to the general meeting of shareholders for deliberation.
From the announcement date of this incentive plan to the date when the incentive object completes the ownership registration of restricted shares, the company has matters such as the conversion of capital reserve into share capital, the distribution of stock dividends, the division of shares, the allotment of shares, the reduction of shares, etc., and the grant / ownership number of restricted shares shall be adjusted accordingly. (II) validity period, grant date and ownership arrangement of restricted shares
1. Validity period of this incentive plan
The validity period of this incentive plan shall be no more than 72 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. Grant date of this incentive plan
The grant date of the incentive plan shall be determined by the board of directors of the company after the incentive plan is approved by Shandong Energy Group Co., Ltd., submitted to Shandong SASAC for filing and approved by the general meeting of shareholders of the company. The grant date must be the trading day. 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 in accordance with relevant regulations within 60 days to grant rights and interests to incentive objects for the first time, and complete 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 granting date of reserved restricted shares shall be separately determined by the board of directors of the company within 12 months after the general meeting of shareholders deliberates and approves the incentive plan. If the incentive object is not specified for more than 12 months, the reserved rights and interests shall become invalid.
3. Ownership arrangement of the incentive plan
The restricted shares granted by the incentive plan will be vested in several times according to the agreed proportion after the incentive objects meet the corresponding vesting conditions. The vesting date must be the trading day within the validity of the incentive plan. If the incentive objects are directors and senior managers of the company, the restricted shares obtained by them shall not be vested in the following periods:
(1) 30 days before the announcement of the company’s annual report and semi annual 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 1 day before the announcement;
(2) 10 days before the announcement of the company’s quarterly report, 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 securities and their derivatives or in the process of decision-making to the date of disclosure according to law;
(4) Other periods prescribed by the CSRC and the Shanghai Stock Exchange.
The above “major events” are transactions or other major events that the company should disclose in accordance with the listing rules.
The vesting period and arrangement of restricted shares granted for the first time and reserved in the incentive plan are as follows:
