Securities abbreviation: Jiangsu Suyan Jingshen Co.Ltd(603299) securities code: Jiangsu Suyan Jingshen Co.Ltd(603299) Zhongtai Securities Co.Ltd(600918)
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Jiangsu Suyan Jingshen Co.Ltd(603299)
2021 restricted stock incentive plan (Revised Draft)
Independent financial advisor Report
March, 2002
catalogue
1、 Interpretation 2. Statement 4 III. basic assumptions 5 IV. main contents of this restricted stock incentive plan six
(I) scope and distribution of incentive objects six
(II) number of restricted shares granted seven
(III) validity period, grant date, restricted sale period, release of restricted sale arrangement and lock up period of restricted shares seven
(IV) conditions for the grant and release of restricted shares nine
(V) the granting price of restricted shares and the determination method of the granting price fifteen
(VI) other contents of the incentive plan 16 v. opinions of independent financial advisor seventeen
(I) verification opinions on whether the incentive plan of Jiangsu Suyan Jingshen Co.Ltd(603299) 2021 restricted stock complies with the provisions of policies and regulations seventeen
(II) verification opinions on the feasibility of the company’s equity incentive plan eighteen
(III) verification opinions on the scope and qualification of incentive objects eighteen
(IV) verification opinions on the amount of equity granted under the equity incentive plan nineteen
(V) verification opinions on whether the listed company provides any form of financial assistance to the incentive object nineteen
(VI) verification opinions on the pricing method of the award price of the incentive plan nineteen
(VII) verification opinions on whether the equity incentive plan damages the interests of the listed company and all shareholders nineteen
(VIII) opinions on the financial calculation of the company’s implementation of equity incentive plan twenty
(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 twenty
(x) opinions on the rationality of the performance appraisal system and methods of listed companies twenty-one
（11） Other matters that should be explained 21 VI. documents for future reference 22 I. interpretation of the company, the company and Su refers to Jiangsu Suyan Jingshen Co.Ltd(603299) Yanjing God
Jiangsu salt group refers to Jiangsu Salt Industry Group Co., Ltd
The plan and the incentive plan refer to the restricted stock incentive plan of Jiangsu Suyan Jingshen Co.Ltd(603299) 2021
Row
According to the conditions and prices specified in the incentive plan, the company grants a certain number of restricted stock index tickets to the incentive object. These stocks are set with a certain period of restricted sale period. The restricted sale and circulation can be lifted only after the conditions for lifting the restricted sale specified in the incentive plan are met
Incentive objects refer to employees who are eligible to receive a certain number of restricted shares in accordance with the provisions of the plan
The grant date refers to the date on which the company grants restricted shares to the incentive object, and the grant date must be the trading day
The grant price refers to the price of each restricted stock granted by the company to the incentive object
The term of validity refers to the period from the date of completion of the registration of the granting of restricted shares to the date of expiration of the restricted stock release period or the date of completion of the repurchase cancellation
The restricted sale period refers to 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
The release period refers to 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
The date of lifting the restriction on sale refers to the date on which the restricted shares held by the incentive object are lifted after the conditions for lifting the restriction on sale specified in the plan are met
The conditions for lifting the restrictions on sale refer to the conditions that must be met for the restricted shares obtained by the incentive object to be lifted according to the plan
CSRC refers to the China Securities Regulatory Commission
Jiangsu SASAC refers to the state owned assets supervision and Administration Commission of Jiangsu Provincial People’s government
Stock exchange refers to Shanghai Stock Exchange
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
Circular 175 refers to the Trial Measures for the implementation of equity incentive by state-controlled listed companies (within China)
Circular No. 171 refers to the notice on issues related to regulating the implementation of equity incentive system by state-controlled listed companies
The work guidelines refer to the work guidelines for the implementation of equity incentive by listed companies controlled by central enterprises
The articles of association refers to the Jiangsu Suyan Jingshen Co.Ltd(603299) articles of association
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
Note: 1 The financial data and financial indicators quoted in this incentive 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 numbers and each detailed number in the incentive 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 Jiangsu Suyan Jingshen Co.Ltd(603299) and all parties involved in the 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 restricted stock incentive plan is fair and reasonable to Jiangsu Suyan Jingshen Co.Ltd(603299) shareholders and its impact on shareholders’ rights and interests and the sustainable operation of the listed company, and does not constitute any investment suggestions for Jiangsu Suyan Jingshen Co.Ltd(603299) and the possible risks to any investment decisions made by investors according to 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 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 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 resolutions of the board of directors and the general meeting of shareholders Financial reports of relevant companies, production and operation plans of the company, and effective communication with relevant personnel of listed companies. On this basis, this independent financial consultant report is issued, and is responsible for the authenticity, accuracy and completeness of the report.
This independent financial advisory 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 restricted stock incentive plan are true and reliable;
(IV) there are no other obstacles to this restricted stock incentive plan, and all agreements involved can be effectively approved and finally completed on schedule;
(V) all parties involved in this 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、 Main contents of this restricted stock incentive plan
Jiangsu Suyan Jingshen Co.Ltd(603299) 2021 restricted stock incentive plan 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 Jiangsu Suyan Jingshen Co.Ltd(603299) , this 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 this incentive plan.
(I) scope and distribution of incentive objects
1. The total number of incentive objects granted for the first time involved in this incentive plan is 115, including:
(1) Directors and senior managers of the company;
(2) Key management, technical and business personnel and some advanced employees.
The incentive objects involved in this incentive plan do not include independent directors, supervisors, shareholders holding more than 5% of shares alone or in total and their spouses, parents and children.
All incentive objects must have labor or employment relationship with the company or its subsidiaries.
The awarding object of reserved rights and interests shall be defined 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 independent directors and the board of supervisors, the professional opinions of lawyers and the legal opinions are issued, the company shall accurately disclose the relevant information of incentive objects on the designated website as required and in time. If the incentive object is not specified for more than 12 months, the reserved rights and interests shall become invalid. The criteria for determining the reserved incentive objects shall be determined with reference to the criteria for the first batch of awards.
2. Distribution of restricted shares granted by the incentive plan among incentive objects
The specific distribution of restricted shares is as follows:
Name position granted restricted shares granted rights and interests granted proportion of granted rights and interests granted to the total number of share capital (10000 shares)
Chairman Wu Xufeng, general manager 20.00 1.61% 0.03%
Liu Zhengyou director and chief expert 20.00 1.61% 0.03%
Mo Zongqiang, deputy general manager 19.00 1.53% 0.02%
Zhou Bing, deputy general manager 16.00 1.29% 0.02%
Xiao Lisong, director, deputy general manager, 19.00 1.53% 0.02% manager and Secretary of the board of directors
Ding Guangxu, deputy general manager 16.00 1.29% 0.02%
Zhang Xudong, deputy general manager 16.00 1.29% 0.02%
Key management personnel (23 persons): 245.4 19.79% 0.32%
Key technical personnel (29 persons) 186.20 15.02% 0.24%
Business backbone personnel (41 persons) 422.00 34.03% 0.55%
Advanced employees (15 persons) 60.00 4.84% 0.08%
Reserved part 200.40 16.16% 0.26%
Total 124000 100.00% 1.60%
(II) number of restricted shares granted
1. Stock source of this incentive plan
The incentive tool adopted in this incentive plan is restricted stock. The stock source is the company’s A-share common stock issued to the incentive object.
2. Number of restricted shares granted
The number of restricted shares to be granted under the plan is about 12.4 million shares, accounting for about 1.60% of the company’s total share capital of 7729265 million shares at the time of announcement of the draft incentive plan
