Shenzhen Value Online Information Technology Co., Ltd
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2022 restricted stock incentive plan (Draft)
Independent financial advisor Report
February, 2002
catalogue
Chapter I interpretation 2 Chapter II statement 4 chapter III basic assumptions 5 chapter IV main contents of this incentive plan 6 I. incentive tools and stock sources 6 II. Number of restricted shares to be granted 6 III. scope and distribution of incentive objects 6 IV. relevant schedule of class I restricted stocks 8 v. relevant schedule of class II restricted stocks Vi. award price of the incentive plan and its determination method VII. Conditions for the grant and release of restricted shares 14 VIII. Other contents of the incentive plan 18 Chapter V opinions of independent financial advisers 19 I. verification opinions on the feasibility of equity incentive plan 19 II. Verification opinions on the pricing method of the award price of this incentive plan 21 III. financial opinions on the implementation of equity incentive plan of the company 22 IV. opinions on the rationality of the company's performance appraisal system and appraisal methods 23 v. verification opinions on whether the incentive plan is conducive to the sustainable development of the company 24 VI. verification opinions on whether the incentive plan damages the interests of the company and all shareholders 25 VII. Other matters that should be explained Chapter VI documents and places for future reference 26 I. list of documents for future reference 26 II. Location of documents for future reference twenty-six
Chapter I interpretation
In this report, unless otherwise specified, the following abbreviations have the following meanings:
Interpretation item interpretation content
The company, the company, the listed company or Hpf Co.Ltd(300350) (including branches and holding subsidiaries) Hpf Co.Ltd(300350) restricted stock incentive plan, the incentive plan
Incentive plan, this incentive plan, this refers to Hpf Co.Ltd(300350) 2022 restricted stock incentive plan
plan
Incentive plan (Draft) refers to the Hpf Co.Ltd(300350) 2022 restricted stock incentive plan (Draft)
This report and this independent financial consultant's report of Shenzhen Value Online Information Technology Co., Ltd. on the 2022 restricted stock incentive plan (Draft) of Hpf Co.Ltd(300350) stock reporting Index Co., Ltd
Independent financial consultant and value online refers to Shenzhen Value Online Information Technology Co., Ltd
According to the conditions and prices specified in the incentive plan, the company grants the incentive object a specified number of company shares of class I restricted shares. These shares 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
The second type of restricted stock refers to the shares of the company obtained and registered by the incentive objects who meet the conditions of the incentive plan after meeting the corresponding attribution conditions
In accordance with the provisions of this incentive plan, the directors, senior managers, core backbone personnel and other personnel deemed necessary by the board of directors of the company that obtains restricted shares (including branches, incentive objects and subsidiaries)
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 determined by the company to grant restricted shares to the incentive object and the incentive object obtains the shares of the company
From the date when the registration of the granting of class I restricted shares is completed / the date when the valid promissory note of class II restricted shares is granted to the date when all the restricted shares granted to the incentive object are released from the restriction / ownership or the cancellation / invalidation of repurchase
The restricted sale period refers to the period during which the class I 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 of class I held by the incentive object can be released and listed for circulation after the release conditions specified in the plan are met
The conditions for lifting the restrictions on sale refer to the conditions that must be met for the incentive object to obtain the first type of restricted shares to lift the restrictions on sale according to the plan
Attribution refers to the listing of the incentive object granted with class II restricted shares after meeting the benefit conditions
The act of the company registering its shares in the account of the incentive object
Vesting date refers to the date on which the granted shares are registered after the incentive object granted the second type of restricted shares meets the benefit conditions. It must be the trading day
Attribution conditions refer to the benefit conditions set up by the second type of restricted stock incentive plan, and the incentive object is to obtain the incentive shares
Remuneration and assessment committee refers to the remuneration and assessment committee of the board of directors of the company
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 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
Self regulatory guide No. 1 refers to the self regulatory guide No. 1 - business handling of companies listed on the gem of Shenzhen Stock Exchange
The articles of association refers to the Hpf Co.Ltd(300350) articles of association
Measures for the administration of stock incentive assessment
RMB / 10000 refers to RMB / 10000
Note: 1. The financial data and financial indicators quoted in the independent financial consultant's report refer to the financial data in the consolidated statement and the financial indicators calculated based on such financial data unless otherwise specified.
2. In this independent financial adviser's report, the difference in the mantissa between the sum of some total figures and each detailed figure is caused by rounding.
Chapter II declaration
Value online is entrusted to act as the independent financial advisor of Hpf Co.Ltd(300350) 2022 restricted stock incentive plan and issue this report. The independent financial advisor's report is based on the relevant information provided by Hpf Co.Ltd(300350) to express the independent financial advisor's opinions for the reference of Hpf Co.Ltd(300350) all shareholders and all parties in accordance with the company law, securities law, administrative measures, listing rules, self regulatory guide No. 1 and other laws, regulations and normative documents.
1、 The documents and materials on which the independent financial adviser's report is based are provided by or publicly disclosed by Hpf Co.Ltd(300350) and Hpf Co.Ltd(300350) has assured the independent financial adviser that the relevant information about the incentive plan and the relevant information publicly disclosed provided by Hpf Co.Ltd(300350) are true, accurate and complete, and that there are no false records Misleading statements or material omissions.
2、 The independent financial adviser only gives opinions on the feasibility of this incentive plan, whether it is conducive to the sustainable development of the company, the rationality of relevant pricing basis and pricing method, whether it damages the interests of the company and its impact on the interests of shareholders, and does not constitute any investment suggestions for Hpf Co.Ltd(300350) , The independent financial adviser shall not be liable for the risks that may arise from any investment decision made by the investor 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 consultant invites all shareholders of the company to carefully read the relevant information about the incentive plan, such as the Hpf Co.Ltd(300350) 2022 restricted stock incentive plan (Draft) publicly disclosed by the company.
5、 Based on diligence, prudence and due diligence to all shareholders of the company, and following the principles of objectivity and impartiality, the independent financial advisor conducted in-depth investigation on the matters involved in the incentive plan and effectively communicated with relevant personnel of the company. On this basis, the independent financial advisor has issued this report and is responsible for the authenticity, accuracy and completeness of this report.
Chapter III basic assumptions
The opinions expressed in this independent financial adviser's report are based on the following assumptions:
1、 There are no significant changes in the current relevant national laws, regulations and policies, the national policies and market environment of the company's industry, and the social and economic environment of the company's region;
2、 Hpf Co.Ltd(300350) and the materials and information provided and publicly disclosed by relevant parties are true, accurate and complete; 3、 There are no other obstacles to this incentive plan, and all agreements involved can be effectively approved and finally completed on schedule;
4、 All parties involved in the implementation of the incentive plan can abide by the principle of honesty and trustworthiness and fully perform all their obligations in accordance with the plan of the equity incentive plan and the terms of relevant agreements;
5、 There are no significant adverse effects caused by other force majeure and unpredictable factors.
Chapter IV main contents of this incentive plan
Hpf Co.Ltd(300350) this incentive plan is prepared by the remuneration and assessment committee under the board of directors of the company. It has been deliberated and approved at the 23rd Meeting of the Fourth Board of directors and needs to be deliberated by the general meeting of shareholders of the company. The main contents are as follows:
1、 Incentive instruments and stock sources
The incentive tools adopted in this incentive plan are restricted stocks (class I restricted stocks and class II restricted stocks). The stock source is the company's A-share common stock issued by the company to the incentive object. 2、 Number of restricted shares to be granted
The incentive plan intends to grant a total of 2743000 restricted shares to the incentive objects, accounting for about 0.49% of the total share capital of the company on the announcement date of the draft incentive plan. Among them, 851000 class I restricted shares, accounting for 0.15% of the total share capital of the company on the announcement date of the draft incentive plan and 31.02% of the total number of restricted shares to be granted in the incentive plan; Class II restricted shares are 1892000 shares, accounting for 0.34% of the total share capital of the company on the announcement date of the draft incentive plan and 68.98% of the total number of restricted shares to be granted in the incentive plan. This incentive plan is a one-time grant, excluding reserved rights and interests.
The total number of underlying shares involved in the equity incentive plan of the company within the whole validity period does not exceed 20.00% of the total share capital of the company at the time of announcement of the draft incentive plan. The shares of the company granted by any incentive object in the plan through all the equity incentive plans within the validity period shall not exceed 1.00% of the total share capital of the company at the time of announcement of the draft plan.
From the date of the announcement of the draft incentive plan to the completion of the registration of the first type of restricted shares granted to the incentive object or the vesting registration of the second type of restricted shares granted to the incentive object, in case of capital reserve conversion to share capital, distribution of stock dividends, share splitting, allotment or reduction, the number of restricted shares will be adjusted accordingly in accordance with the relevant provisions of the incentive plan.
3、 Scope and distribution of incentive objects
(I) scope of incentive objects
The total number of incentive objects proposed in the incentive plan is 35, including:
1. Directors and senior managers;
2. Key personnel;
3. Other personnel deemed necessary by the board of directors.
