Securities abbreviation: Shenzhen Sinexcel Electric Co.Ltd(300693) securities code: Shenzhen Sinexcel Electric Co.Ltd(300693) Shanghai Rongzheng Investment Consulting Co., Ltd
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Shenzhen Sinexcel Electric Co.Ltd(300693)
2022 restricted stock incentive plan (Draft)
Independent financial advisor Report
March, 2002
catalogue
1、 Interpretation 1 II. Statement 2 III. basic assumptions 3 IV. main contents of this restricted stock incentive plan 4 (I) scope and distribution of incentive objects 4 (II) number of restricted shares granted 5 (III) validity period, grant date, ownership arrangement and lock up period of restricted shares 5 (IV) vesting and vesting conditions of restricted shares 7 (V) the granting price of restricted shares and the determination method of the granting price 10 (VI) other contents of the incentive plan 10 v. opinions of independent financial consultant 12 (I) verification opinions on whether Shenzhen Sinexcel Electric Co.Ltd(300693) 2022 restricted stock incentive plan complies with policies and regulations 12 (II) verification opinions on the feasibility of the company’s equity incentive plan 13 (III) verification opinions on the scope and qualification of incentive objects 13 (IV) verification opinions on the amount of equity granted under the equity incentive plan (V) verification opinions on whether the listed company provides any form of financial assistance to the incentive object 14 (VI) verification opinions on the pricing method of the award price of the incentive plan 14 (VII) verification opinions on whether the equity incentive plan damages the interests of the listed company and all shareholders 15 (VIII) financial opinions on the implementation of equity incentive plan of the company 16 (IX) opinions on the impact of the company’s implementation of equity incentive plan on the sustainable operation ability and shareholders’ equity of listed companies 17 (x) opinions on the rationality of the performance appraisal system and methods of listed companies 17 (XI) others 18 (XII) other matters that should be explained 19 VI. documents for future reference and consultation methods 20 (I) documents for future reference 20 (II) consultation method 20 I. interpretation Shenzhen Sinexcel Electric Co.Ltd(300693) , the company, the company, refers to Shenzhen Sinexcel Electric Co.Ltd(300693) listed company
This incentive plan refers to Shenzhen Sinexcel Electric Co.Ltd(300693) 2022 restricted stock incentive plan
Restricted stock and the second type of restricted stock refer to the shares of the company obtained and registered in batches by the incentive objects who meet the grant conditions of the incentive plan after meeting the corresponding conditions for stock ownership
According to the provisions of this incentive plan, the directors and incentive objects of the company who obtain restricted shares refer to senior managers, middle managers, core technology (business) backbone and other personnel that the board of directors deems necessary to be encouraged, except independent directors and supervisors
Grant date refers to the date on which the company grants restricted shares to incentive objects
The grant price refers to the price at which the incentive object obtains the company’s shares when the company grants restricted shares to the incentive object
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 that the listed company registers the shares in the account of the incentive object after the incentive object meets the benefit conditions of restricted shares
Vesting conditions refer to the benefit conditions established by the plan, and the incentive object is the benefit conditions required to obtain restricted shares
Vesting date refers to the date on which the authorized shares are registered after the incentive object meets the benefit conditions of restricted shares. 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 Shenzhen Stock Exchange GEM Listing Rules (revised in December 2020)
The self regulatory guide refers to the self regulatory guide for companies listed on the gem of Shenzhen Stock Exchange No. 1 – business handling
The articles of association refers to the Shenzhen Sinexcel Electric Co.Ltd(300693) articles of association
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 Shenzhen Stock Exchange
China Securities Depository and Clearing Corporation refers to Shenzhen Branch of China Securities Depository and Clearing Corporation Limited
Yuan means RMB yuan
Note: 1. The financial data and financial indicators quoted in this plan refer to the financial data in the consolidated statement and the financial indicators calculated based on such financial data unless otherwise specified;
2. If there is any difference in the mantissa between the sum of some total figures and each detailed figure in the plan, 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 Shenzhen Sinexcel Electric Co.Ltd(300693) and all parties involved in the plan have guaranteed to the independent financial adviser that all documents and materials provided are legal, true, accurate, complete and timely, without any omission, false or misleading statements, and are responsible for their legality, 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 Shenzhen Sinexcel Electric Co.Ltd(300693) shareholders and its impact on shareholders’ rights and interests and the continuous operation of the listed company, and does not constitute any investment suggestions for Shenzhen Sinexcel Electric Co.Ltd(300693) and the possible risks to investors’ investment decisions made according to the report of the independent financial adviser, 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 restricted stock 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 adviser conducted in-depth investigation on the matters involved in the restricted stock 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 and the general meeting of shareholders, financial reports of relevant companies The company’s production and operation plan, 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.
The independent financial adviser’s report is prepared in accordance with the requirements of laws, regulations and normative documents such as the company 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 relied on by the independent financial adviser is authentic, accurate, complete and timely; (III) the relevant documents issued by the listed company for the incentive plan are authentic 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
Shenzhen Sinexcel Electric Co.Ltd(300693) the incentive plan for restricted stock in 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 Shenzhen Sinexcel Electric Co.Ltd(300693) of , the incentive plan is implemented for the incentive objects of the company. This report of the independent financial adviser will give professional opinions on this incentive plan. (I) scope and distribution of incentive objects
1. The total number of incentive objects granted in the plan for the first time is 242, accounting for about 20.12% of the total number of employees of the company (the total number of employees of the company as of September 30, 2021 is 1203), including:
(1) Directors and senior managers of the company;
(2) Middle managers and core technical (business) backbone;
(3) Other personnel that the board of directors deems necessary to be encouraged (managers and technical (business) personnel who have a direct impact on the company’s operating performance and future development, excluding independent directors and supervisors).
Among the above incentive objects, directors and senior managers 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 or labor relations with the company when the company grants restricted shares and within the assessment period specified in the incentive plan.
2. Distribution of restricted shares granted by the incentive plan among incentive objects
The distribution of restricted shares granted by the incentive plan among incentive objects is shown in the table below:
Proportion of restrictions granted in sequence to the number of shares (total number of 10000 shares, total share capital on the announcement date) of the name, nationality and position of this incentive plan number
1 Yang Liu, director and deputy general manager of China 8.00 1.73% 0.04%
Manager and chief financial officer
2 Wei Xiaoliang, deputy general manager of China 8.00 1.73% 0.04%
3 Hu Tianshun, Secretary of the board of directors of China 4.50 0.98% 0.02%
Subtotal 20.50 4.45% 0.10%
2、 Other incentive objects
384.20%, 83.32% and 1.87% of other personnel considered by the board of directors to need incentives
(239 persons)
Reserved part 56.40 12.23% 0.27%
Total 461.10 100% 2.25%
Note: 1. The cumulative number of shares of the company granted by any of the above incentive objects through all the equity incentive plans within the validity period does not exceed 1% of the total share capital of the company. The total number of underlying shares involved in the incentive plan within the whole validity period of the company shall not exceed 20% of the total share capital of the company. The proportion of reserved rights and interests shall not exceed 20% of the number of rights and interests to be granted in the incentive plan.
2. The incentive objects of this incentive plan do not include independent directors, supervisors, shareholders of the company who individually or jointly hold more than 5% of the shares of the company, actual 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 considered and approved by the general meeting of shareholders. 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 disclose the relevant information of the incentive objects in a timely manner on the designated website as required.
4. If there is any difference in the mantissa between the sum of some total numbers and each detailed number in the above table, it is caused by rounding. (II) number of restricted shares granted
1. Stock source of this incentive plan
The incentive tool adopted in this plan is restricted stock (class II restricted stock), and the underlying stock involved comes from the company’s directional issuance of company A shares to the incentive object
