Shanghai Xingong Yihe Enterprise Management Consulting Co., Ltd
about
Of the restricted stock incentive plan (Draft) in 2021
Independent financial advisor Report
Independent financial advisor:
December, 2001
catalogue
Chapter one states that three
Chapter II interpretation five
Chapter 3 basic assumptions Chapter IV main contents of restricted stock incentive plan 8 I. stock source of the incentive plan 8 II. Number of restricted shares to be granted 8 III. scope and distribution of incentive objects IV. validity period, grant date, restricted sale period, release of restricted sale arrangement and lock up period of the incentive plan for class I restricted shares 10 v. validity period, grant date, ownership arrangement and lock up period of the second type of restricted stock incentive plan Vi. conditions for granting and releasing restricted sales / ownership of restricted shares 15 VII. Grant price and determination method of restricted shares VIII. Other contents of the restricted stock plan 24 Chapter V opinions of independent financial adviser 25 I. verification opinions on whether the equity incentive plan meets the provisions of policies and regulations 25 II. Shanghai Baolijia Chemical Co.Ltd(301037) verification opinions on the feasibility of implementing equity incentive plan 25 III. verification opinions on the scope and qualification of incentive objects 26 IV. verification opinions on the amount of equity granted under the equity incentive plan 27 v. financial opinions on the implementation of equity incentive plan of the company 29 VI. verification opinions on the impact of equity incentive plan on Shanghai Baolijia Chemical Co.Ltd(301037) sustainable operation ability and shareholders’ equity 31 VII. Verification opinions on whether Shanghai Baolijia Chemical Co.Ltd(301037) provides any form of financial assistance for incentive objects VIII. Verification opinions on whether the equity incentive plan damages the interests of the listed company and all shareholders 32 IX. opinions on the rationality of the company’s performance appraisal system and appraisal management measures 33 X. other matters that should be explained Chapter VI documents and places for future reference 35 I. list of documents for future reference 35 II. Location of documents for future reference thirty-five
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 the restricted stock incentive plan (hereinafter referred to as “the incentive plan”) of Shanghai Baolijia Chemical Co.Ltd(301037) (hereinafter referred to as “the listed company” or “the company”) and prepare this report. The independent financial adviser’s report is prepared in accordance with the relevant provisions of 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, the Listing Rules of Shenzhen Stock Exchange on the gem, the guide for business handling of companies listed on the gem No. 5 – equity incentive and other laws, regulations and normative documents, On the basis of the relevant information provided by Shanghai Baolijia Chemical Co.Ltd(301037) , the independent financial consultant is issued for the reference of all shareholders and relevant parties of Shanghai Baolijia Chemical Co.Ltd(301037) .
1. The documents and materials on which the independent financial adviser’s report is based are provided by Shanghai Baolijia Chemical Co.Ltd(301037) , Shanghai Baolijia Chemical Co.Ltd(301037) has guaranteed to the independent financial adviser that the relevant information provided about the equity incentive plan is true, accurate and complete, and that such information is free from false records, misleading statements or major omissions.
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 adviser 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; Shanghai Baolijia Chemical Co.Ltd(301037) and the documents 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 accounting policies and accounting systems currently implemented in this incentive plan; There is no significant adverse impact 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’s 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 Shanghai Baolijia Chemical Co.Ltd(301037) 2021 restricted stock incentive plan (Draft) and other materials publicly disclosed by relevant listed companies.
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 Shanghai Baolijia Chemical Co.Ltd(301037) and 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 indicates, the following abbreviations have the following meanings:
Interpretation item interpretation content
Shanghai Baolijia Chemical Co.Ltd(301037) . The company, the listed company and the company refer to Shanghai Baolijia Chemical Co.Ltd(301037)
Restricted stock incentive plan, this incentive plan, refers to Shanghai Baolijia Chemical Co.Ltd(301037) 2021 restricted share capital plan and incentive plan
Shanghai Xingong Yihe Enterprise Management Consulting Co., Ltd. said that the previous report and the independent financial consultant’s report refer to the independent financial consultant’s report on the 2021 restricted stock incentive plan (Draft) of Hai Shanghai Baolijia Chemical Co.Ltd(301037) Chemical Co., Ltd
Independent financial consultant and Xingong Yihe refer to Shanghai Xingong Yihe Enterprise Management Consulting Co., Ltd
Class I restricted shares refer to the shares of the company whose transfer and other rights obtained by the incentive object are limited in accordance with the conditions specified in the incentive plan
The second type of restricted stock refers to the shares of the company obtained and registered by incentive objects who meet the grant conditions of the incentive plan after meeting the corresponding benefit conditions
According to the provisions of the incentive plan, the incentive objects of the company who obtain restricted shares refer to directors, senior managers, middle managers and core technicians (including 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 when granting restricted shares to the incentive object and the incentive object obtains the shares of the company
The conditions for the incentive object to exercise its 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 debt repayment, which is calculated from the completion date of the grant of restricted shares to the incentive object
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 sales 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 that the listed company registers the shares in the incentive object’s account 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
Vesting conditions refer to the benefit conditions set up by the restricted stock incentive plan, and the incentive object is to obtain the incentive stock
Validity period refers to the period from the date of grant of restricted shares to the date when all restricted shares granted to the incentive object are released from the restriction / ownership or repurchased, cancelled / invalidated
Effective date
Remuneration 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
Registration and Clearing Company refers to Shenzhen Branch of China Securities Depository and Clearing Co., Ltd
Company law means the company law of the people’s Republic of China
Securities Law means 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 refer to Shenzhen Stock Exchange GEM Listing Rules
Business management guide refers to business management guide for companies listed on GEM No. 5 – equity incentive
Articles of association means the Shanghai Baolijia Chemical Co.Ltd(301037) articles of association
The company’s assessment management measures refer to the assessment management measures for the implementation of Shanghai Baolijia Chemical Co.Ltd(301037) 2021 restricted stock incentive plan
Yuan / 10000 yuan / 100 million yuan refers to RMB yuan / 10000 yuan / 100 million yuan, the legal currency unit of the people’s Republic of China
Chapter III basic assumptions
The independent financial adviser’s report is based on the following basic assumptions:
(i) There is no significant change in the current relevant national laws, regulations and policies;
（2） Shanghai Baolijia Chemical Co.Ltd(301037) the materials and information provided and publicly disclosed are true, accurate and complete;
（3） There are no other obstacles to the equity incentive plan, and all agreements involved can be effectively approved and finally completed on schedule;
（4） All parties involved in the implementation of the equity incentive plan can abide by the principle of good faith 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 other major adverse effects caused by force majeure.
Chapter IV main contents of restricted stock incentive plan
Shanghai Baolijia Chemical Co.Ltd(301037) this restricted stock incentive plan is funded by the salary system set up by the board of directors of the listed company
