Company abbreviation: Wuhan Ligong Guangke Co.Ltd(300557) securities code: 300557 Shanghai Rongzheng Investment Consulting Co., Ltd
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Wuhan Ligong Guangke Co.Ltd(300557)
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) source of incentive instruments and underlying shares 6 (II) number of restricted shares granted…… 6 (III) scope and distribution of incentive objects…… 6 (V) method for determining the grant price of restricted shares…… 9 (VI) assessment conditions of restricted shares…… 9 (VII) other contents of the incentive plan…… 13 v. opinions of independent financial adviser…… 14 (I) on Wuhan Ligong Guangke Co.Ltd(300557) Verification opinions on whether the restricted stock incentive plan in 2021 complies with policies and regulations 14 (II) verification opinions on the feasibility of implementing the equity incentive plan of the company…… 15 (III) verification opinions on the scope and qualification of incentive objects…… 16 (IV) verification opinions on the amount of equity granted under the equity incentive plan…… 16 (V) verification opinions on the determination method of the grant price of the equity incentive plan…… 17 （6） Verification opinions on whether the listed company provides any form of financial assistance for the incentive object…… 18 (VII) verification opinions on whether the equity incentive plan is harmful to the interests of the listed company and all shareholders…… 18 (VIII) financial opinions on the implementation of the equity incentive plan by the company…… 19 （9） 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… 20 (x) opinions on the rationality of the performance appraisal system and appraisal methods of the listed company… 20 (XI) other matters that should be explained… 20 VI. documents and consultation methods for future reference… 22 (I) documents for future reference 22 (II) consultation method…… 22 I. interpretation Wuhan Ligong Guangke Co.Ltd(300557) , company, refers to Wuhan Ligong Guangke Co.Ltd(300557)
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Independent financial consultant refers to Shanghai Rongzheng Investment Consulting Co., Ltd
The independent financial advisory report of Shanghai Rongzheng Investment Consulting Co., Ltd. on Wuhan Wuhan Ligong Guangke Co.Ltd(300557) Co., Ltd. refers to the independent financial advisory report of the company’s restricted stock incentive plan (Draft) in 2021
This plan refers to the Wuhan Ligong Guangke Co.Ltd(300557) 2021 restricted stock incentive plan
Restricted stocks and the target company grant the incentive object a certain amount of company stocks with stock index according to the conditions and prices specified in the incentive plan. 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 the employees of the company who obtain restricted shares in accordance with 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
Grant price refers to the price of each restricted stock granted by the company to the incentive object
The validity period refers to the period from the date of completion of the registration of the grant of restricted shares to the date when all the restricted shares granted to the incentive object are lifted or repurchased
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 sales refers to the date on which the restricted shares held by the incentive object are lifted after the conditions for lifting the restriction on sales 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
Stock exchange refers to Shenzhen Stock Exchange
Company law means the company law of the people’s Republic of China
Securities Law means the securities law of the people’s Republic of China
The Administrative Measures refer to the administrative measures for equity incentive of listed companies
Articles of association means the Wuhan Ligong Guangke Co.Ltd(300557) articles of association
Yuan and 10000 yuan refer to RMB yuan and 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 Wuhan Ligong Guangke Co.Ltd(300557) . All parties involved in the 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 Wuhan Ligong Guangke Co.Ltd(300557) shareholders, the impact on shareholders’ rights and interests and the sustainable operation of the listed company, does not constitute any investment suggestions for Wuhan Ligong Guangke Co.Ltd(300557) , 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, previous resolutions of the board of directors and the general meeting of shareholders, and the last three years And the latest financial report of the company and the company’s production and operation plan, and have had 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.
This report is in accordance with the company law, the securities law, the administrative measures, the Trial Measures for the implementation of equity incentive by state-controlled listed companies (within China) (gzffd [2006] No. 175) and the notice on issues related to regulating the implementation of equity incentive system by state-controlled listed companies (gzffd [2008] No. 171) The guidelines for the implementation of equity incentive by listed companies controlled by central enterprises (gzkp [2020] No. 178) and other laws, regulations and normative documents shall be prepared according to the relevant materials provided by listed companies.
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;
（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 this restricted stock incentive plan are true and reliable;
（4） There are no other obstacles to this restricted stock incentive plan, and all agreements involved can be effectively approved and finally completed on schedule;
（5） 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;
（6） There is no significant adverse impact caused by other unpredictable and force majeure factors.
4、 Main contents of this restricted stock incentive plan
Wuhan Ligong Guangke Co.Ltd(300557) the restricted stock incentive plan for 2021 (Draft) is prepared by the remuneration and assessment committee of the board of directors of listed companies. According to the current policy environment in China and the actual situation of Wuhan Ligong Guangke Co.Ltd(300557) , the restricted stock incentive plan is adopted for the incentive objects of the company. This independent financial consultant report will focus on Wuhan Ligong Guangke Co.Ltd(300557) the restricted stock incentive plan for 2021 (Draft) Express professional opinions. (i) Source of incentive instruments and underlying stocks
The incentive tool adopted in this plan is restricted stock.
The stock source is Wuhan Ligong Guangke Co.Ltd(300557) A-share common stock of the company issued to the incentive object. （2） Number of restricted shares granted
The equity incentive plan intends to grant 1.67 million restricted shares, accounting for 3% of the total share capital of the company at the time of publication of the draft plan. 1340000 shares were granted for the first time, accounting for 2.41% of the company’s total share capital of 5566854 shares when the draft plan was published; 330000 shares are reserved, accounting for 0.59% of the company’s total share capital of 5566854 shares when the draft plan is published, and the reserved part accounts for 19.76% of the total equity granted this time.
The total number of underlying shares involved in all equity incentive plans of the company within the validity period does not exceed 10% of the total share capital of the company. The number of restricted shares granted by any incentive object in the incentive plan through all equity incentive plans within the validity period shall not exceed 1% of the total share capital of the company. （3） Scope and distribution of incentive objects
The incentive objects granted for the first time in the plan include the company’s directors, senior managers and the core management, business and technical backbone recognized by the company’s board of directors as having a direct impact on the company’s business performance and future development, with a total of no more than 48 people.
The incentive objects of the incentive plan do not include independent directors, supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the company’s shares, their spouses, parents, children and foreign employees.
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. 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 accurately disclose the relevant information of the incentive objects on the designated website in time as required. 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 object shall be determined with reference to the criteria for the first award.
The distribution of restricted shares among incentive objects is shown in the table below:
Proportion of restricted shares granted to the total number of shares granted to the current total number of shares (10000 shares)
Jiangshan director, general manager and Secretary of the general Party branch 74.19% 0.13%
Lin Hai, chief financial officer and Secretary of the board of directors 6.53 89%0.12%
Zhang Haolin, deputy general manager 6.53 89%0.12%
Zhang Xiaojun, deputy secretary of the general Party branch 89%0.12%
Dong Lei, deputy general manager 6.53 89%0.12%
Other relevant key personnel (43 persons) 10160.48% 1.81%
Reserve 3319.76% 0.59%
Total (48 persons) 167100% 3%
Note: 1. All incentive objects involved in the plan do not include external directors, independent directors, supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the company’s shares and their spouses, parents and women;
2. The difference in mantissa between the sum of the above total and each detailed number is caused by rounding. （4） Validity period, grant date and relevant time arrangement after grant of restricted shares
1. Validity of the plan
The validity period of the incentive plan shall be no more than 72 months from the completion of the registration of the first grant of restricted shares to the date when all the restricted shares granted to the incentive object are lifted or repurchased.
2. Grant date of the plan
The grant date must be the trading day, which shall be determined by the board of directors after the plan is submitted to the general meeting of shareholders for deliberation and approval. Reviewed by the general meeting of shareholders of the company
