Securities abbreviation: Zhejiang Yinlun Machinery Co.Ltd(002126) securities code: Zhejiang Yinlun Machinery Co.Ltd(002126) Shanghai Rongzheng Investment Consulting Co., Ltd
about
Zhejiang Yinlun Machinery Co.Ltd(002126)
2022 stock option incentive plan (Draft)
of
Independent financial advisor Report
March 2022
catalogue
1、 Interpretation 3 II. Statement 4 III. basic assumptions 5 IV. main contents of this incentive plan 6 (I) scope and distribution of incentive objects 6 (II) number of stock options granted 7 (III) validity period, authorization date and relevant time arrangement after grant of stock options 8 (IV) exercise price of stock option 10 (V) conditions for granting and exercising incentive plans 10 (VI) other contents of the incentive plan 13 v. opinions of independent financial adviser 13 (I) verification opinions on whether the stock option incentive plan meets the provisions of policies and regulations 13 (II) verification opinions on the feasibility of the company's equity incentive plan 14 (III) verification opinions on the scope and qualification of incentive objects 15 (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 16 (VI) verification opinions on the pricing method of the award price of the incentive plan (VII) verification opinions on whether the equity incentive plan damages the interests of the listed company and all shareholders 17 (VIII) financial opinions on the implementation of equity incentive plan of the company 18 (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 18 (x) opinions on the rationality of the performance appraisal system and methods of listed companies 19 (XI) other matters that should be explained 19 VI. documents for future reference and consultation methods 21 (I) documents for future reference 21 (II) consultation method 21 I. interpretation
Zhejiang Yinlun Machinery Co.Ltd(002126) , the company and the company refer to Zhejiang Yinlun Machinery Co.Ltd(002126)
This incentive plan and this plan refer to the stock option incentive plan of Zhejiang Yinlun Machinery Co.Ltd(002126) 2022
Stock option refers to the right granted by the company to the incentive object to purchase a certain number of shares of the company under predetermined conditions within a certain period of time in the future
Incentive objects refer to the directors, senior managers and key employees of the company who have obtained stock options in accordance with the provisions of the incentive plan
The authorization date refers to the date on which the company grants stock options to the incentive object. The authorization date must be the trading day
The validity period refers to the period from the date when the stock option is granted to the incentive object to the expiration of the stock option
Waiting period refers to the period between the date of authorization of stock option and the date of exercise of stock option
According to the incentive plan, the exercise right of the incentive object to exercise the stock options it owns refers to the exercise right in the incentive plan, which is the behavior of the incentive object to purchase the subject stock according to the conditions set in 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 determined by the company when granting stock options to the incentive object and the incentive object purchases the shares of the listed company
Exercise conditions refer to the conditions that must be met by the incentive object to exercise the stock option according to the incentive plan
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 Zhejiang Yinlun Machinery Co.Ltd(002126) articles of association
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shenzhen Stock Exchange
Yuan means RMB yuan
Unless otherwise specified, the following words have the following meanings in this article:
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 Zhejiang Yinlun Machinery Co.Ltd(002126) and all parties involved in the incentive 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 consultant shall not bear any responsibility arising therefrom.
(II) the independent financial adviser only expresses opinions on whether the incentive plan is fair and reasonable to the shareholders of the company, the impact on the shareholders' rights and interests and the sustainable operation of the listed company, does not constitute any investment suggestions to the company, and does not bear any responsibility for the possible risks arising from any investment decisions made by investors according to the 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 stock option 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 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 articles of association of the listed company, salary management measures, resolutions of the previous board of directors and general meeting 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 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 incentive of listed companies and other laws, regulations and normative documents, and based on the relevant materials provided by listed companies.
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 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 in accordance with the terms of this 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 incentive plan
The 2022 stock option incentive plan of the company is formulated by the salary and assessment committee under the board of directors of the company. According to the current policy environment in China and the actual situation of the company, the stock option incentive plan is implemented for the incentive objects of the company. This report of the independent financial adviser will give professional opinions on the stock option incentive plan. (I) scope and distribution of incentive objects
A total of 388 incentive objects granted for the first time in this incentive plan are the company:
1. Directors and senior managers of the company;
2. Key employees.
The incentive objects involved in this 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 and their spouses, parents and children.
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. All incentive objects must have employment or labor relations with the company when the company grants stock options and within the assessment period specified in the incentive plan.
The incentive objects include three foreign employees. The basic information of the three employees is as follows:
Name Nationality title
Li Zhonglin, deputy general manager of the United States
Rong Xiaoyang, assistant to the president of Canada
Chen Scott Xiaobin, general manager of silver wheel in North America
The above-mentioned foreign employees included in the incentive object have worked in international well-known complete machine or parts companies for a long time, have rich experience in overseas technology R & D and operation management, and play an important role in the localized operation and international business expansion of the company's overseas business. The implementation of equity incentive can more stabilize foreign high-end talents, This incentive plan will further promote the construction and stability of the company's core talent team, so as to contribute to the long-term development of the company. Therefore, it is necessary and reasonable to include the above foreign employees as incentive objects.
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 timely and accurately disclose the relevant information of the incentive objects on the designated website as required. If the incentive object is not specified for more than 12 months, the reserved rights and interests shall become invalid. The determination standard of the reserved incentive object shall be determined with reference to the standard of the incentive object granted for the first time.
The distribution of stock options to be granted in the incentive plan among incentive objects is shown in the table below:
Proportion of granted shares to granted shares to the current total number, name, nationality, number of job options and total share capital of options example
(10000 copies)
1 Chai Zhonghua, Secretary of the Party committee of China, director and 200 3.90% 0.25% Deputy General Manager
2 Xia Jun, general manager of China 100 1.95% 0.13%
3 Zhu Xiaohong, CFO of China 100 1.95% 0.13%
4 Chen Min, deputy general manager of China and 100 1.95% 0.13% Secretary of the board of directors
5 Liu Hao, deputy general manager of China, President of R & D 100 1.95% 0.13% Institute
Deputy general manager, commercial vehicle
6 Yang sub committee general manager of China and Africa Road business division 100 1.95% 0.13%
7 Chen Bufei, vice chairman of China 60 1.17% 0.08%
8 Guo Kun, deputy general manager of China and general manager of American standard company 60 1.17% 0.08%
9 li Zhonglin, deputy general manager of the United States 50 0.97% 0.06%
10 Wang Ning, deputy general manager of China 50 0.97% 0.06%
11 Zhou Haonan, director of China and general manager of aftertreatment business 48 0.94% 0.06%
Core staff (377 persons) 401078.17% 5.06%
Reserved part 152 2.96%
