Securities code: Yunnan Energy New Material Co.Ltd(002812) securities abbreviation: Yunnan Energy New Material Co.Ltd(002812) bonds Code: 128095 bonds abbreviation: Enjie convertible bonds Shanghai Rongzheng Investment Consulting Co., Ltd
about
Yunnan Energy New Material Co.Ltd(002812) 2022 stock option and restricted stock incentive plan stock option adjustment and grant related matters
of
Independent financial advisor Report
March 2022
catalogue
1、 Interpretation 2. Statement 3. Basic assumptions 4. Opinions of independent financial advisor five
(I) approval procedures of this incentive plan 5 (II) differences between the incentive plan implemented this time and the incentive plan approved by the general meeting of shareholders six
(III) description of the grant conditions of this incentive plan seven
(IV) details of this grant eight
(V) description of the impact of the implementation of this incentive plan on the financial status and operating results of relevant years 10 v. concluding observations 10 I. interpretation in this independent financial adviser’s report, unless the context specifies, the following abbreviations have the following meanings:
Listed company, company and Enjie refer to Yunnan Energy New Material Co.Ltd(002812)
shares
Independent financial consultant refers to Shanghai Rongzheng Investment Consulting Co., Ltd
The independent financial advisory report of Shanghai Rongzheng Investment Consulting Co., Ltd. on Yunnan Enjie new materials refers to the independent financial advisory report on matters related to the adjustment and grant of stock options under the stock option and restricted stock incentive plan of Shanghai Rongzheng Investment Consulting Co., Ltd. in 2022
This incentive plan refers to the stock option and restricted stock incentive plan of Yunnan Energy New Material Co.Ltd(002812) 2022
Stock options and options refer to the right granted by the company to the incentive object to purchase a certain number of shares of the company at a predetermined price and conditions in a certain period of time in the future
According to the provisions of this incentive plan, the public incentive objects who obtain stock options or restricted shares refer to the senior managers, middle managers and core technology and business backbones of the company
The grant date refers to the date on which the company grants rights and interests to the incentive object, and the grant date must be the trading day
The period between the date of vesting the stock option and the date of completion of the stock option registration
It refers to the behavior of the incentive object to purchase the stock according to the incentive conditions 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
The exercise price refers to the price at which the incentive object purchases the company’s shares as determined in the incentive plan
Exercise conditions refer to the conditions that must be met for the incentive object to exercise the stock option according to the stock option incentive plan
The grant price refers to the price of each restricted stock granted by the company to the incentive object
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 Yunnan Energy New Material Co.Ltd(002812) articles of association
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shenzhen Stock Exchange
Yuan means RMB 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 Yunnan Energy New Material Co.Ltd(002812) 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 incentive plan is fair and reasonable to Yunnan Energy New Material Co.Ltd(002812) 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 Yunnan Energy New Material Co.Ltd(002812) and will not be responsible 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) based on the principle of diligence, prudence and due diligence to all shareholders of the listed company, 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 the investigation includes the procedures of the listed company, salary management measures, resolutions of the previous board of directors and general meetings 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 requirements of laws, regulations and normative documents such as the company law, the securities law and the administrative measures, 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;
(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 this 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、 Opinions of independent financial adviser (I) approval procedures of this incentive plan
Yunnan Energy New Material Co.Ltd(002812) 2022 stock option and restricted stock incentive plan has fulfilled the necessary approval procedures:
1. January 24, 2022, The 41st meeting of the 4th board of directors of the company deliberated and approved the proposal on the company’s 2022 stock option and restricted stock incentive plan (Draft) and its summary, and the proposal on formulating the company’s assessment management method for the implementation of 2022 stock option and restricted stock incentive plan The independent directors of the company expressed their independent opinions on the equity incentive plan and solicited entrusted voting rights from all shareholders on the equity incentive plan; On the same day, the 35th meeting of the Fourth Board of supervisors of the company checked the list of incentive objects of the incentive plan, The proposal on the company’s 2022 stock option and restricted stock incentive plan (Draft) and its summary, the proposal on the formulation of the company’s assessment and management measures for the implementation of the 2022 stock option and restricted stock incentive plan, and the proposal on the verification of the company’s list of incentive objects of the 2022 stock option and restricted stock incentive plan were reviewed and approved.
For details, please refer to the announcement on the resolution of the 41st meeting of the 4th board of directors (Announcement No.: 2022012) and the announcement on the resolution of the 35th meeting of the 4th board of supervisors disclosed by the company in the designated information disclosure media securities times, China Securities News, Securities Daily, Shanghai Securities News and cninfo (www.cn. Info. Com. CN., the same below) on January 25, 2022 (Announcement No.: 2022018), the company’s 2022 stock option and restricted stock incentive plan (Draft) (Revised Version) and other announcements disclosed on cninfo.com.
2. From January 26, 2022 to February 6, 2022, the company publicized the names and positions of the incentive objects of the incentive plan in the company’s intranet OA system. During the publicity period, the board of supervisors of the company has not received any objection or adverse reaction from any organization or individual. On February 7, 2022, the company disclosed the verification opinions and publicity statement of the board of supervisors on the list of incentive objects of 2022 stock option and restricted stock incentive plan (Announcement No.: 2022022) in the designated information disclosure media.
3. February 14, 2022, The second extraordinary general meeting of the company in 2022 deliberated and passed the proposal on the company’s 2022 stock option and restricted stock incentive plan (Draft) and its summary, and the proposal on formulating the company’s measures for the assessment and management of the implementation of 2022 stock option and restricted stock incentive plan Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive. The company’s implementation of the 2022 stock option and restricted stock incentive plan was approved, and the board of directors was authorized to determine the grant date, grant stock options and restricted shares to the incentive objects when the incentive objects meet the conditions, and handle all matters necessary for the grant. For details, see the announcement on the resolution of the second extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022026) disclosed by the company on the designated information disclosure media on February 15, 2022.
4. The company conducted a self-examination on the trading of the company’s shares by insiders of the incentive plan and incentive objects within 6 months before the public disclosure of the incentive plan (Draft) (i.e. from July 23, 2021 to January 24, 2022), On February 15, 2022, the company disclosed the self inspection report on the purchase and sale of the company’s shares by the incentive objects and insiders of the stock option and restricted stock incentive plan in 2022 (Announcement No.: 2022027) in the designated information disclosure media.
5. March 7, 2022, The 43rd meeting of the 4th board of directors and the 37th meeting of the 4th board of supervisors considered and approved the proposal on adjusting the list of incentive objects of stock options and restricted stock incentive plan in 2022 and the proposal on granting stock options to incentive objects of stock options and restricted stock incentive plan in 2022. The independent directors of the company expressed independent opinions on this and believed that the subject qualification of the incentive object was legal and effective, and the determined stock option grant date met the relevant provisions. The board of supervisors of the company reviews the list of incentive objects on the grant date of stock options and gives verification opinions.. In conclusion, the independent financial adviser believes that as of the date of issuance of this report, the adjustment and grant of stock options in the company’s equity incentive plan have obtained the necessary approval and authorization, and comply with the relevant laws, regulations, normative documents and the relevant provisions of this incentive plan. (II) differences between the incentive plan implemented this time and the incentive plan approved by the general meeting of shareholders
In view of the fact that 135 incentive objects identified in the incentive plan voluntarily give up all stock options to be granted by the company due to personal reasons and 13 incentive objects voluntarily give up some stock options to be granted by the company due to personal reasons, the company held the 43rd meeting of the Fourth Board of directors on March 7, 2022, The proposal on adjusting the list of stock option incentive objects and the number of granted rights and interests of the stock option and restricted stock incentive plan in 2022 was reviewed and passed, and it was agreed to adjust the number of stock option incentive objects and the number of granted rights and interests of the stock option and restricted stock incentive plan in 2022, The equity shares abandoned by the above 148 incentive objects shall be distributed and adjusted among other relevant incentive objects except senior managers. The number of incentive objects granted with stock options in this incentive plan shall be adjusted from 1012 to 877, and the total amount of equity granted shall remain unchanged.
According to the authorization of the company’s second extraordinary general meeting in 2022, this adjustment is within the scope of authorization and can be approved by the board of directors of the company without submitting it to the general meeting of shareholders for deliberation.
In conclusion, the independent financial adviser believes that as of the date of issuance of this report, the matters related to the adjustment of stock options in the company’s equity incentive plan have obtained the necessary approval and authorization, the adjustment matters comply with the provisions of relevant laws, regulations and normative documents, and there is no situation detrimental to the interests of the company and all shareholders. (III) description of stock option grant conditions of this incentive plan
According to relevant laws, regulations and the relevant provisions of the incentive plan, the incentive object can be granted rights and interests only if it meets the following grant conditions at the same time:
1. The company is not under any of the following circumstances:
1) Financial meeting of the latest fiscal year
