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Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778) 2022 restricted stock incentive plan (Draft)
Independent financial advisor Report
Independent financial advisor:
March, 2002
catalogue
Chapter one states that 3 Chapter II interpretation 5 chapter III basic assumptions Chapter IV main contents of restricted stock incentive plan 8 I. stock source of this incentive plan 8 II. Number of restricted shares to be granted 8 III. scope and distribution of incentive objects 9 v. validity period, grant date, ownership arrangement and lock up period of the incentive plan for the second type of restricted shares Vi. conditions for the grant and release of restricted shares 16 VII. Grant price and determination method of restricted shares 24 VIII. Other contents of the restricted stock plan 26 Chapter V opinions of independent financial adviser 27 I. verification opinions on whether the equity incentive plan meets the provisions of policies and regulations 27 II. Verification opinions on the feasibility of Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778) implementing equity incentive plan 27 III. verification opinions on the scope and qualification of incentive objects 28 IV. verification opinions on the amount of equity granted under the equity incentive plan 29 v. financial opinions on the implementation of equity incentive plan of the company Vi. verification opinions on the impact of equity incentive plan on Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778) sustainable operation ability and shareholders’ equity 33 VII. Verification opinions on whether Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778) provides any form of financial assistance to the incentive object 34 VIII. Verification opinions on whether the equity incentive plan damages the interests of the listed company and all shareholders 34 IX. opinions on the rationality of the company’s performance appraisal system and appraisal management measures X. other matters that should be explained 36 Chapter VI documents and places for future reference 37 I. list of documents for future reference 37 II. Location of documents for future reference thirty-seven
Chapter I declaration
Shanghai Xingong Yihe Enterprise Management Consulting Co., Ltd. (hereinafter referred to as “Xingong Yihe”) is entrusted to act as the independent financial consultant (hereinafter referred to as “the independent financial consultant”) of Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778) (hereinafter referred to as ” Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778) ” or “listed company”, “company”) this restricted stock incentive plan (hereinafter referred to as “the incentive plan”) and prepare this report. The independent financial adviser’s report is in accordance with the relevant provisions of laws, regulations and normative documents such as 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 incentives of listed companies, the Listing Rules of Shenzhen Stock Exchange gem, the self regulatory guide No. 1 of Shenzhen Stock Exchange GEM listed companies – business handling, On the basis of relevant materials provided by Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778) to issue independent financial advisory opinions for the reference of Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778) all shareholders and relevant parties.
1. The documents and materials on which the independent financial advisor’s report is based are provided by Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778) and Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778) has assured the independent financial advisor that the relevant information about the equity incentive plan provided by him is true, accurate and complete, and that there are no false records, misleading statements or major omissions in such information.
2. Based on the principle 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 advisor has conducted due diligence on the equity incentive matters, and has sufficient reasons to believe that there is no material difference between the professional opinions expressed and the documents disclosed by the listed company. And be responsible for the authenticity, accuracy and completeness of the independent financial adviser’s report.
3. The opinions expressed by the independent financial adviser are based on the following assumptions: there are no significant changes in the current national laws and regulations, and there are no significant changes in the national policies and market environment of the industry in which the listed company is located; There is no significant change in the social and economic environment of the region where the listed company is located Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778) and the documents and materials provided by relevant parties are true, accurate and complete; 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; The incentive plan can be approved by the competent department without other obstacles and can be completed smoothly; There is no significant change in the current accounting policy and incentive system; There are no significant adverse effects caused by other force majeure and unpredictable factors. 4. The independent financial advisor has no relationship with the listed company. The independent financial advisor issues an independent financial advisor report on this incentive plan in full accordance with the principles of objectivity and impartiality. At the same time, the independent financial adviser urges investors to carefully read the materials publicly disclosed by relevant listed companies such as Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778) 2022 restricted stock incentive plan (Draft).
5. 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.
6. The independent financial adviser reminds investors that this report aims to express professional opinions on the feasibility of the incentive plan, whether it is conducive to the sustainable development of the listed company, whether it damages the interests of the listed company and its impact on the interests of shareholders, and does not constitute any investment suggestions for Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778) and the possible risks to any investment decisions made by investors according to this report, The independent financial advisor assumes no responsibility.
Chapter II interpretation
In this independent financial adviser’s report, unless the context specifies, the following abbreviations have the following meanings:
Interpretation item interpretation content
Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778) , listed companies, companies and the company refer to Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778) restricted stock incentive plan, this incentive plan and Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778) restricted stock incentive plan in 2022
The independent financial consultant report of Shanghai Xingong Yihe Enterprise Management Consulting Co., Ltd. on Shenzhen this report and this independent financial consultant report refer to the 2022 restricted stock incentive plan (Draft) of Shenzhen Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778) planning and Architectural Design Co., Ltd
Independent financial consultant and Xingong Yihe refers to Shanghai Xingong Yihe Enterprise Management Consulting Co., Ltd
The first type of restricted stock refers to the shares of the company whose transfer and other rights are restricted according to the conditions specified in the incentive plan
The second type of restricted stock refers to the shares of the company obtained and registered by the incentive objects who meet the grant conditions of the incentive plan after meeting the corresponding benefit conditions
According to the provisions of this incentive plan, the high incentive objects of the company who obtain restricted shares refer to the first-class managers, core technical / business personnel and other core backbones
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 at which the incentive object obtains the company’s shares when the company grants restricted shares to the incentive object
The conditions for the incentive object to exercise the rights and interests set in the incentive plan are still limited. The restricted sale period refers to the period during which the restricted shares cannot be transferred, used for guarantee or repayment of debts, which is calculated from the date when the incentive object is granted the restricted shares and completes the registration
After the completion of the conditions for lifting the restrictions on sales stipulated in the incentive plan, the incentive period for lifting the restrictions on sales refers to the period during which the restricted shares held by the incentive plan are lifted and can be listed and circulated
The conditions for lifting the restriction 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 incentive plan
Attribution refers to the behavior of a listed company to register its shares in the account of the incentive object after the restricted stock incentive object meets the benefit conditions
Vesting date refers to the date when the authorized shares are registered after the restricted stock incentive object meets the benefit conditions. The vesting date must be the trading day
Attribution conditions refer to the benefit conditions set up by the restricted stock incentive plan, and the incentive object is to obtain the incentive stock
The term of validity refers to the period from the date of grant of restricted shares to the date of grant of incentive objects
Until the date when the restriction on sale / ownership of all institutional shares is lifted or the cancellation / invalidation of repurchase is invalid
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
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 Listing Rules of Shenzhen Stock Exchange gem
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 New Land Tool Planning &Architectural Design Co.Ltd(300778) articles of association
The company’s assessment management measures refer to the assessment management measures for the implementation of Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778) 2022 restricted stock incentive plan
Yuan / 10000 yuan refers to RMB yuan / 10000 yuan, the legal currency unit of the people’s Republic of China
Chapter III basic assumptions
The independent financial advisor’s report is based on the following basic assumptions:
(I) there is no significant change in the current relevant national laws, regulations and policies;
(II) Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778) provided and publicly disclosed materials and information are true, accurate and complete;
(III) the equity incentive plan does not exist
Chapter IV main contents of restricted stock incentive plan
Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778) this restricted stock incentive plan is formulated by the remuneration and assessment committee under the board of directors of the listed company and reviewed at the 15th meeting of the second board of directors
