Securities abbreviation: Advanced Micro-Fabrication Equipment Inc.China(688012) securities code: Advanced Micro-Fabrication Equipment Inc.China(688012) Shanghai Rongzheng Investment Consulting Co., Ltd
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Of 2022 restricted stock incentive plan (Draft) of Zhongwei semiconductor equipment (Shanghai) Co., Ltd
Independent financial advisor Report
March 2022
catalogue
1、 Interpretation 3 II. Statement 4 III. basic assumptions 5 IV. main contents of this restricted stock incentive plan 6 (I) scope and distribution of incentive objects 6 (II) number of restricted shares granted 1 (III) validity period, grant date and ownership arrangement of restricted shares 1 (IV) the granting price of restricted shares and the determination method of the granting price 2 (VI) other contents of the incentive plan 6 v. opinions of independent financial consultant 7 (I) verification opinions on whether Advanced Micro-Fabrication Equipment Inc.China(688012) 2022 restricted stock incentive plan complies with policies and regulations 7 (II) verification opinions on the feasibility of the company’s equity incentive plan 8 (III) verification opinions on the scope and qualification of incentive objects 8 (IV) verification opinions on the amount of equity granted under the equity incentive plan 8 (V) verification opinions on whether the listed company provides any form of financial assistance to the incentive object 9 (VI) verification opinions on the pricing method of the award price of the incentive plan 9 (VII) verification opinions on whether the equity incentive plan damages the interests of the listed company and all shareholders 10 (VIII) financial opinions on the implementation of equity incentive plan of the company (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 12 (x) opinions on the rationality of the performance appraisal system and methods of listed companies 12 (XI) others 13 (XII) other matters that should be explained 14 VI. documents for future reference and consultation methods 15 (I) documents for future reference 15 (II) consultation method 15 I. interpretation 1 Listed company, company, Advanced Micro-Fabrication Equipment Inc.China(688012) : refers to Zhongwei semiconductor equipment (Shanghai) Co., Ltd. 2. Equity incentive plan, restricted stock incentive plan, this incentive plan and this plan: refer to the 2022 restricted stock incentive plan (Draft) of Zhongwei semiconductor equipment (Shanghai) Co., Ltd. 3. Restricted stock and class II restricted stock: the A-share common stock of the company obtained and registered by the incentive object meeting the grant conditions of the incentive plan after meeting the corresponding benefit conditions. 4. Total share capital: refers to the total issued share capital of the company when the plan is considered and approved by the general meeting of shareholders. 5. Incentive objects: directors, senior managers, core technicians who can obtain restricted shares in accordance with the provisions of the plan and other personnel deemed necessary by the board of directors. 6. Grant date: refers to the date on which the company grants restricted shares to incentive objects. 7. Grant price: refers to the price of each restricted stock granted by the company to the incentive object. 8. Validity period: the period from the date of restricted shares to the date when all the restricted shares granted to the incentive object are vested or invalid. 9. Ownership: 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. 10. Attribution conditions: the incentive object established by the restricted stock incentive plan is the benefit conditions required to obtain the incentive stock. 11. Vesting date: after the restricted stock incentive object meets the benefit conditions, the date of completing the registration of the granted shares must be the trading day. 12. 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 Administrative measures: refers to the administrative measures for equity incentive of listed companies Listing Rules: refers to the Listing Rules of Shanghai Stock Exchange on the science and innovation board Articles of association: refers to the articles of association of Zhongwei semiconductor equipment (Shanghai) Co., Ltd CSRC: refers to the China Securities Regulatory Commission. 18. Stock Exchange: refers to Shanghai Stock Exchange. 19. Regulatory guidelines: self regulatory guidelines for listed companies on the science and Innovation Board No. 4 – disclosure of equity incentive information 20 Yuan: refers to RMB 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 Advanced Micro-Fabrication Equipment Inc.China(688012) and all parties involved in the plan have guaranteed to the independent financial adviser that all the 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 legality, authenticity Be responsible for accuracy, completeness and timeliness. The independent financial consultant shall not bear any responsibility arising therefrom.
(II) the independent financial adviser only gives opinions on whether the restricted stock incentive plan is fair and reasonable to Advanced Micro-Fabrication Equipment Inc.China(688012) 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 Advanced Micro-Fabrication Equipment Inc.China(688012) and 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 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, the resolutions of the relevant board of directors, the general meeting of shareholders, the financial reports of the relevant companies, etc, We have effectively communicated with relevant personnel of the listed company, issued this independent financial advisory report on this basis, and are 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
Advanced Micro-Fabrication Equipment Inc.China(688012) 2022 restricted stock incentive plan is the remuneration and assessment set up by the board of directors of listed companies
The committee is responsible for formulating and implementing the restricted stock incentive plan for the incentive objects of the company according to the current policy environment in China and the actual situation of Advanced Micro-Fabrication Equipment Inc.China(688012) 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 involved in this plan is 1104, accounting for 99.37% of all employees of the company.
include:
(1) Directors of the company;
(2) Senior management;
(3) Core technical personnel;
(4) Other personnel deemed necessary by the board of directors.
Among the above incentive objects, all incentive objects must have employment or labor relations with the company or its branches and subsidiaries when the company grants restricted shares and within the assessment period of this incentive plan.
2. The above incentive objects include some foreign employees. The reason why the company includes them in this incentive plan is that foreign incentive objects play an important role in the company’s technology R & D and business development; Equity incentive is a common incentive means for overseas companies. This incentive plan will further promote the construction and stability of the company’s core talent team, which will contribute to the long-term development of the company.
The distribution of restricted shares granted by the incentive plan among incentive objects is shown in the table below:
Restricted incentive granted
Name Nationality position stock number system stock plan announcement
Total amount (10000 shares) proportion total daily share capital
Forehead proportion
1、 Directors and senior management
Gerald zheyao, President and general manager of the United States
Yin (Yin Zhiyao) 101120 2.528% 0.016%
Zhiyou Du American director and Deputy General Manager
(DU Zhiyou) 7.1300 1.783% 0.012%
HSIN-PING CHU, deputy general manager of Taiwan, China
(Zhu Xinping) 5.4700 1.368% 0.009%
Tuqiang Ni deputy general manager of the United States
(Ni Tuqiang) 4.1200 1.030% 0.007%
Weiwen Chen (deputy general manager of Hong Kong, China)
Weiwen) financial director 3.9400 0.985% 0.006%
Liu Xiaoyu, deputy general manager of China
Secretary of the board of directors 2.9800 0.745% 0.005%
2、 Core technical personnel
James Wei Yang, US core technician
(Yang Wei) 2.6000 0.650% 0.004%
Steven Tianxiao, core technical personnel of the United States
Lee (Li Tianxiao) 2.6000 0.650% 0.004%
Steve Sze Yee, American core technician
Mak 0.9400 0.235% 0.002%
Subtotal 398920 9.973% 0.065%
3、 Other incentive objects
Other personnel (1095 persons) deemed by the board of directors to need incentive 360108090.027% 0.584%
Total 400100% 0.65%
Note: 1. The shares of the company granted by any of the above incentive objects through all the equity incentive plans within the validity period shall not exceed 1% of the total share capital of the company. The total number of underlying shares involved in all incentive plans of the company within the validity period shall not exceed 20% of the total share capital of the company when the equity incentive plan is submitted to the general meeting of shareholders.
2. The incentive objects of the plan do not include independent directors, supervisors, shareholders who individually or jointly hold more than 5% of the shares of the listed company, actual controllers of the listed company and their spouses, parents and children;
(II) number of restricted shares granted
1. Incentive methods and stock sources of the incentive plan
The incentive tool adopted in this incentive plan is the second type of restricted stock, and the source of the underlying stock involved is the company’s directional issuance of A-share common stock to the incentive object.
2. Number of restricted shares granted
The incentive plan intends to grant 4 million restricted shares to the incentive objects, accounting for about 0.65% of the total share capital of 616244500 shares at the time of announcement of the draft incentive plan. This grant is a one-time grant without reserved rights and interests. (III) validity period, grant date and ownership arrangement of restricted shares
1. Validity period of the plan
The incentive plan is valid from the date of granting restricted shares to the date when all the restricted shares granted to the incentive object are vested or invalid,
