Securities abbreviation: Fujian Nebula Electronics.Ltd(300648) securities code: 300648 Shanghai Rongzheng Investment Consulting Co., Ltd
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Fujian Nebula Electronics.Ltd(300648)
Of 2021 restricted stock incentive plan (Draft)
Independent financial advisor Report
December 2021
catalogue
1、 Interpretation 3 II. Statement 4 III. basic assumptions 5 IV. main contents of this restricted stock incentive plan 6 (I) scope and distribution of incentive objects 6 (II) incentive method, source and quantity...... 8 (III) validity period, grant date and attribution arrangement of restricted shares...... 8 (IV) grant price and determination method of grant price of restricted shares...... 10 (V) grant and attribution conditions of incentive plan...... 10 (VI) other contents of incentive plan...... 13 v. opinions of independent financial consultant...... 14 (I) on Fujian Nebula Electronics.Ltd(300648) Verification opinions on whether the restricted stock incentive plan in 2021 complies with policies and regulations 14 (II) verification opinions on the feasibility of the company's implementation of equity incentive plan...... 14 (III) verification opinions on the scope and qualification of incentive objects...... 15 (IV) verification opinions on the amount of equity in equity incentive plan...... 15 (V) verification opinions on whether the listed company provides any form of financial assistance to incentive objects...... 16 （6） Verification opinions on the pricing method of the grant price of the incentive plan...... 16 (VII) verification opinions on whether the equity incentive plan damages the interests of the listed company and all shareholders...... 17 (VIII) financial opinions on the implementation of the equity incentive plan by the company...... 18 （9） Verification opinions on the impact of the company's implementation of the equity incentive plan on the sustainable operation ability and shareholders' equity of the listed company...... 18 (x) opinions on the rationality of the performance appraisal system and appraisal methods of the listed company...... 19 (XI) others...... 19 (XII) other matters that should be explained...... 20 VI. documents and consultation methods for future reference...... 21 (I) documents for future reference 21 (II) consultation method...... 21 1. Interpretation 1. Listed companies, companies, Fujian Nebula Electronics.Ltd(300648) : refers to Fujian Nebula Electronics.Ltd(300648) . 2. Equity incentive plan, restricted stock incentive plan and this incentive plan: refers to Fujian Nebula Electronics.Ltd(300648) 2021 restricted stock incentive plan (Draft) 。 3. Restricted stock and class II restricted stock: the A-share common stock of the company obtained and registered by the incentive object meeting the grant conditions of the incentive plan after meeting the corresponding attribution conditions. 4. Incentive object: according to the provisions of this incentive plan, Directors, senior managers, middle managers and core technologies of companies (including holding subsidiaries) that acquire restricted shares (business) key employees. 5. Grant date: refers to the date when the company grants restricted shares to the incentive object, and the grant date must be the trading day. 6. Grant price: refers to the price of each restricted share granted by the company to the incentive object. 7. Validity period: 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. 8. Vesting Category: refers to the behavior that the listed company registers the shares in the incentive object's account after the restricted stock incentive object meets the benefit conditions. 9. Vesting conditions: the restricted stock incentive plan is established, and the incentive object is the benefit conditions required to obtain the incentive stock. 10. Vesting date: after the restricted stock incentive object meets the benefit conditions, the date of completing the registration of the granted shares must be the trading day. 11. 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 Administrative measures: refers to the administrative measures for equity incentive of listed companies Listing Rules: refers to Shenzhen Stock Exchange GEM Listing Rules (revised in December 2020). 15. Business handling Guide: refers to business handling guide No. 5 - equity incentive for companies listed on GEM. 16. Articles of association: refers to Fujian Nebula Electronics.Ltd(300648) articles of association 17. CSRC: refers to the China Securities Regulatory Commission Stock Exchange: refers to Shenzhen Stock Exchange Yuan, 10000 yuan: refers to RMB yuan, 10000 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 Fujian Nebula Electronics.Ltd(300648) . All parties involved in the incentive 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 Fujian Nebula Electronics.Ltd(300648) shareholders, the impact on shareholders' rights and interests and the sustainable operation of the listed company, does not constitute any investment suggestions for Fujian Nebula Electronics.Ltd(300648) , 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, relevant board of directors, resolutions of the general meeting of shareholders and relevant companies Financial report, the company's production and operation plan, and 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.
The independent financial adviser's 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 rules for the listing of shares on the gem of Shenzhen Stock Exchange (revised in December 2020) and other laws, regulations and normative documents, 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 the incentive plan are true and reliable;
（4） There are no other obstacles to the incentive plan, and all agreements involved can be effectively approved and finally completed on schedule;
（5） All parties involved in the 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、 Main contents of this restricted stock incentive plan
Fujian Nebula Electronics.Ltd(300648) the restricted stock incentive plan for 2021 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 Fujian Nebula Electronics.Ltd(300648) , the restricted stock incentive plan is implemented for the incentive objects of the company. This report of the independent financial adviser will give professional opinions on the restricted stock incentive plan. (i) Scope and distribution of incentive objects
The total number of incentive objects involved in the first grant of the incentive plan is 350, including:
1. Directors and senior managers;
2. Middle management;
3. Core technical (business) backbone employees.
Among the above incentive objects, the directors and senior managers of the company must be elected by the general meeting of shareholders or appointed by the board of directors of the company. All incentive objects must have employment, employment or labor relations with the company or its holding subsidiaries within the validity of the incentive plan.
The incentive plan is granted to some incentive objects for the first time, including Mr. Liu Zuobin, a shareholder holding more than 5% of the company's shares. Mr. Liu Zuobin is not only the controlling shareholder and one of the actual controllers of the company, but also the director and general manager of the company. During his tenure, he comprehensively presides over the company's operation and management, research and development of the company's products Production and sales, the formulation of the company's strategic policies and business decisions, and major business management matters have a significant and positive impact. Therefore, it is reasonable for Mr. Liu Zuobin, as the company's strategic direction guide and one of the main business managers, to become the incentive object of the company's restricted stock incentive plan. The implementation of equity incentive will help to maintain the consistency of interests between the actual controller and small and medium-sized shareholders, and contribute to the long-term development of the company. Therefore, the incentive plan takes Mr. Liu Zuobin as the incentive object, which is in line with the actual situation and development needs of the company and the provisions of relevant laws and regulations such as listing rules, business handling guide and so on.
The incentive objects of the reserved grant part shall be determined within 12 months after the incentive plan is considered and approved by the general meeting of shareholders of the company. After the proposal of the board of directors, the explicit opinions of the independent directors and the board of supervisors, the professional opinions of lawyers and the legal opinions are issued, the company shall timely disclose the relevant information of the incentive objects on the designated information disclosure website as required. If the incentive object is not specified for more than 12 months, the reserved rights and interests shall become invalid. The standard for determining the reserved incentive object shall refer to the standard granted for the first time and be determined according to the subsequent actual development of the company.
The incentive object does not have the following circumstances that cannot become an incentive object:
(1) Being identified as an inappropriate candidate by the stock exchange within the last 12 months;
(2) Those who have been identified as inappropriate candidates by the CSRC and its dispatched offices within the last 12 months;
(3) In the last 12 months, he has been punished by the administrative division of the CSRC and its dispatched offices for major violations of laws and regulations
Imposing fines or taking measures to prohibit market entry;
(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 equity incentive of listed companies according to laws and regulations;
(6) Other circumstances recognized by the CSRC.
The distribution of restricted shares granted by the incentive plan among incentive objects is shown in the table below:
Serial number name nationality position proportion of restricted shares granted to restricted shares granted to the total number of votes (10000 shares) at the time of announcement of the incentive plan proportion of the total share capital of the company
1、 Directors and senior management
1 Liu Zuobin, director and general manager of China 32%0.07%
Secretary of the board of directors
2 Xu Longfei China 5.00001 16%0.03%
Vice General Manager
3 Tang Ciquan, deputy general manager of China 5.00001 16%0.03%
2、 Other incentive objects are middle-level managers and core technical (business) backbone
Employees (347 persons) 384.747089.08% 2.60%
Subtotal of restricted shares granted for the first time (350 persons) 404.747093.71% 2.74%
Reserved part 27.16006 29%0.18%
Total 431.9070100 00%2.92%
Note: 1. The shares of the company granted to any of the above incentive objects through all the equity incentive plans within the validity period
No more than 1% of the total share capital of the company. The total number of underlying shares involved in all equity incentive plans of the company within the validity period
The cumulative amount shall not exceed 20% of the total share capital of the company when the incentive plan is submitted to the general meeting of shareholders for deliberation.
2. Among the above incentive objects, Mr. Liu Zuobin is a shareholder who separately holds more than 5% of the shares of the listed company and is also a shareholder of the company
One of the controlling shareholders and actual controllers. Except for Mr. Liu Zuobin, the incentive objects granted by the plan for the first time do not include the independent of the company
Directors, supervisors, foreign personnel, other shareholders who individually or jointly hold more than 5% of the shares of the listed company, and the actual assets of the listed company
International controllers and their spouses, parents and children.
3. The incentive objects of the reserved part shall be determined within 12 months after the incentive plan is reviewed and approved by the general meeting of shareholders of the company,
Upon the proposal of the board of directors of the company, the independent directors and the board of supervisors express clear opinions, lawyers express professional opinions and issue legal opinions
After reading the book, the company shall timely disclose the relevant information of the current incentive object on the designated information disclosure website as required. If the incentive object is not specified for more than 12 months, the reserved rights and interests shall become invalid. Reserved incentive object
