Securities code: Sto Express Co.Ltd(002468) securities abbreviation: Sto Express Co.Ltd(002468) Shanghai Rongzheng Investment Consulting Co., Ltd
about
Phase I employee stock ownership plan (Draft)
of
Independent financial advisor Report
February 2022
catalogue
catalogue 2 I. interpretation 3 II. Statement 4 III. basic assumptions 5 IV. main contents of the employee stock ownership plan 6 (I) scope of participants of employee stock ownership plan 6 (II) criteria for determining the participants of the employee stock ownership plan 6 (III) scale, stock source, capital source and purchase price of employee stock ownership plan 6 (IV) duration, lock-in period and performance appraisal setting of employee stock ownership plan 9 (V) management mode of employee stock ownership plan 12 (VI) change and termination of employee stock ownership plan and disposal of holder’s rights and interests 17 v. verification opinions of independent financial consultant on Employee Stock Ownership Plan 21 (I) verification opinions on whether the ESOP complies with the policies and regulations 21 (II) verification opinions on the feasibility of the company’s implementation of the employee stock ownership plan 23 (III) impact of the implementation of the employee stock ownership plan on the company’s sustainable operation ability and shareholders’ equity 24 (IV) verification opinions on whether the ESOP has obvious damage to the interests of the listed company and all shareholders 25 VI. conclusion 25 VII. Matters to be brought to the attention of investors 25 VIII. Documents for future reference and consultation methods 26 (I) documents for future reference 26 (II) consultation method 26 I. interpretation in this independent financial consultant report, unless the context specifies, the following abbreviations have the following meanings: Sto Express Co.Ltd(002468) , the company, the company refers to Sto Express Co.Ltd(002468) independent financial consultant, and the financial consultant refers to Shanghai Rongzheng Investment Consulting Co., Ltd
Independent financial consultant report of Shanghai Rongzheng Investment Consulting Co., Ltd. on Sto Express Co.Ltd(002468) shares refers to the independent financial consultant report of phase I employee stock ownership plan (Draft) of the company
Employee stock ownership plan, this plan, this refers to Sto Express Co.Ltd(002468) phase I employee stock ownership plan, employee stock ownership plan management measures refer to Sto Express Co.Ltd(002468) phase I employee stock ownership plan management office
Law
The draft plan and employee stock ownership plan refer to the draft of Sto Express Co.Ltd(002468) phase I employee stock ownership plan (Draft)
Holders and participants refer to the employees of the company participating in the employee stock ownership plan
Holder’s meeting means the meeting of the holders of the employee stock ownership plan
Management Committee means the Management Committee of the employee stock ownership plan
The underlying stock refers to Sto Express Co.Ltd(002468) stock
CSRC refers to the China Securities Regulatory Commission
Stock exchange and Shenzhen Stock Exchange refer to Shenzhen Stock Exchange
China Securities Depository and Clearing Corporation refers to Shenzhen Branch of China Securities Depository and Clearing Corporation Limited
Yuan, 10000 yuan and 100 million yuan refer to RMB yuan, 10000 yuan and 100 million yuan
Company law of the people’s Republic of China
Securities Law refers to the securities law of the people’s Republic of China
The guiding opinions refer to the guiding opinions on the pilot implementation of ESOP by listed companies
Regulatory guidelines No. 1 refers to the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board
The articles of association refers to the articles of association of Sto Express Co.Ltd(002468) company
Note: if there are differences in the mantissa between the sum of some total figures and all figures in this independent financial adviser’s report, these differences are caused by rounding.
2、 Statement
This independent financial consultant report accepts the appointment of Sto Express Co.Ltd(002468) as the independent financial consultant of the company for the implementation of the employee stock ownership plan. In accordance with the relevant provisions of the guiding opinions and regulatory guidelines No. 1, this independent financial consultant report is issued according to the information provided by Sto Express Co.Ltd(002468) and the information publicly disclosed, and the feasibility of Sto Express Co.Ltd(002468) this employee stock ownership plan Whether it is conducive to the sustainable development of the company, whether it damages the interests of the company and the impact on the interests of shareholders.
This independent financial adviser’s report states:
(I) the data on which this report is based are all provided by Sto Express Co.Ltd(002468) or from the information publicly disclosed by Sto Express Co.Ltd(002468) to ensure that all data and information provided by Sto Express Co.Ltd(002468) are true, accurate and complete, free from false records, major omissions or misleading statements, and assume full responsibility for the authenticity, accuracy and integrity of the data and information. (II) the independent financial advisor issues this report with a professional attitude of honesty, trustworthiness, diligence and responsibility, and is responsible for the authenticity, accuracy and completeness of this report.
(III) the purpose of this report is to give opinions on the matters of the employee stock ownership plan, which does not constitute any investment suggestions for Sto Express Co.Ltd(002468) and the independent financial consultant shall not be responsible for the possible risks arising from any investment decisions made by investors based on this report.
(IV) the independent financial adviser’s report invites investors to carefully read the full text of the announcement of the employee stock ownership plan and relevant annexes issued by Sto Express Co.Ltd(002468) company.
(V) this report is only used by Sto Express Co.Ltd(002468) implementing the employee stock ownership plan in accordance with the guiding opinions and No. 1 regulatory guidelines, and shall not be used for other purposes. 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.
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) Sto Express Co.Ltd(002468) provided and publicly disclosed materials and information are true, accurate and complete;
(III) all parties involved in the implementation of the employee stock ownership plan can abide by the principle of good faith and fully perform all their obligations in accordance with the plan of the employee stock ownership plan and the terms of relevant agreements;
(IV) there is no significant adverse effect caused by other force majeure.
4、 Main contents of the ESOP (I) scope of participants of the ESOP
In order to better ensure the implementation of the company’s strategy, enhance market competitiveness and performance growth, and promote the rapid, long-term and healthy development of the company, the holders of the shareholding plan include directors, supervisors, senior managers, core managers and core backbone employees who have a direct and important impact and contribution to the company’s future operation and performance growth. All participants are required to work in the company (including holding subsidiaries, the same below), receive remuneration, sign labor contracts or be employed by the company. (II) criteria for determining participants of employee stock ownership plan
1. The holder of the ESOP is determined by the board of directors of the company in accordance with the company law, securities law, listing rules, guiding opinions and other relevant laws, regulations, rules and the relevant provisions of the articles of association.
2. Employees of the company voluntarily, legally and legally participate in the ESOP. (III) scale of ESOP, stock source, capital source and purchase price 1. Scale of underlying stocks involved in ESOP
The number of shares held by the employee stock ownership plan is 19559900 shares, accounting for 1.28% of the current total share capital of the company; Among them, 14356400 shares are used for employees participating in the employee stock ownership plan for the first time, and the remaining 52035000 shares are transferred as reserved shares within the time specified in the employee stock ownership plan.
After the implementation of the employee stock ownership plan, the total number of shares held by all effective employee stock ownership plans shall not exceed 10% of the total share capital of the company, and the number of underlying shares corresponding to the share of employee stock ownership plan held by any holder shall not exceed 1% of the total share capital of the company. The total number of shares held by the employee stock ownership plan does not include the shares obtained by employees before the company’s initial public offering, the shares purchased by themselves through the secondary market and the shares obtained through equity incentive.
2. Source of underlying stock involved in employee stock ownership plan
The 36th meeting of the Fourth Board of directors held on August 27, 2020 and the first extraordinary general meeting of shareholders held on September 14, 2020 considered and adopted the proposal on repurchase of shares of the company, It is agreed that the company will buy back some RMB common shares (A shares) issued by the company with its own funds through centralized bidding for equity incentive or employee stock ownership plan. The total capital of this repurchase shall not be less than 200 million yuan (inclusive) and not more than 300 million yuan (inclusive), and the repurchase price shall not exceed 24.50 yuan / share (inclusive). The implementation period of this share repurchase is no more than 12 months from the date when the share repurchase plan is considered and approved by the general meeting of shareholders of the company (i.e. September 14, 2020).
As of January 15, 2021, the above share repurchase plan of the company has been implemented. Through the special securities account for share repurchase, the company has repurchased 195599 million shares in the form of centralized bidding, accounting for 1.28% of the company’s current total share capital; The maximum transaction price of repurchase is 15.50 yuan / share, the minimum transaction price is 9.16 yuan / share, and the total transaction amount is 23 Leysen Jewelry Inc(603900) 0 yuan (excluding transaction costs).
The employee stock ownership plan plans to use 19559900 shares of the repurchased shares, accounting for 1.28% of the current total share capital of the company.
After the draft employee stock ownership plan is approved by the general meeting of shareholders, the company’s shares held in the company’s special securities account for repurchase will be obtained by means of non trading transfer and other laws and regulations.
Between the announcement date of the resolution of the board of directors and the completion date of the non trading transfer of the current employee stock ownership plan, if the company has ex rights and ex interests matters such as the conversion of capital reserve into share capital, share distribution and dividend distribution, the price of the underlying stock shall be adjusted accordingly.
3. Source of funds of employee stock ownership plan
The capital source of the employee stock ownership plan is the legal salary of employees, self raised funds and other methods permitted by laws and regulations. The company shall not provide advance, guarantee, loan and other financial assistance to the holders. The total amount of self raised funds of the employee stock ownership plan is no more than RMB 195599 million, with “shares” as the subscription unit, each share is 1 yuan, and the share of the stock ownership plan is no more than 195599 million. The share proportion of the company’s employees participating in the stock ownership plan is as follows:
The proportion of the share to be subscribed by the holder’s position in the total share of the employee’s plan to hold (10000 shares)
Wang Wenbin, director and general manager 298.12 15.24%
Han Yongyan, director and deputy general manager 122.97 6.29%
Liang Bo, deputy general manager and financial director 74.53 3.81%
Tang Jin, deputy general manager 24.22 1.24%
Guo Lin, Secretary of the board of directors 7.45 0.38%
Gu Lijuan, chairman of the board of supervisors 5.59 0.29%
Supervisor Wang Chaoqun 9.32 0.48%
Supervisor Jin Jianyun 4.47 0.23%
Total 546.67 27.95%
Core management personnel and key personnel 888.97 45.45%
(no more than 116 persons)
Reserve 520.35 26.60%
Total 195599 100.00%
The amount of the employee’s final subscription to the stock ownership plan shall be subject to the actual contribution of the participants. If the holder fails to pay the subscription funds on time and in full, he will automatically lose the corresponding subscription rights. The shares to be subscribed can be declared for subscription by other qualified participants. The company can adjust the list of participants and their subscription shares according to the actual payment of employees. There is no arrangement for a third party to provide rewards, subsidies, information and other information for employees to participate in the ESOP.
In order to support the sustainable development of the company and attract and retain excellent talents, 5.2035 million shares are reserved in the employee stock ownership plan. The subscription object of reserved shares shall meet the requirements of the shareholding plan. At that time, the human resources department shall propose candidates, which shall be verified by the board of supervisors and submitted to the board of directors for deliberation and approval. The subscription time of reserved shares is 2
