Notice of Shenzhen Tashan Enterprise Management Consulting Co., Ltd. on the first grant of Shenzhen Increase Technology Co.Ltd(300713) phase I stock option incentive plan
Independent financial advisor Report
March, 2002
catalogue
interpretation…… 2 declare that 3 I. review procedures and information disclosure of the incentive plan 4 II. This grant 5 III. opinions of independent financial advisor 7 IV. documents and places for future reference eight
interpretation
In this report, unless the context otherwise requires, the following words have the following meanings:
Shenzhen Increase Technology Co.Ltd(300713) . The company refers to Shenzhen Increase Technology Co.Ltd(300713) (Securities abbreviation: Shenzhen Increase Technology Co.Ltd(300713) ; securities code: Shenzhen Increase Technology Co.Ltd(300713) )
Equity incentive plan and stock option incentive plan refer to Shenzhen Increase Technology Co.Ltd(300713) phase I stock option incentive plan and this incentive plan
Equity incentive plan (Draft) refers to the draft incentive plan of Shenzhen Increase Technology Co.Ltd(300713) phase I stock option incentive plan (Draft)
Report of Shenzhen Tashan Enterprise Management Consulting Co., Ltd. on the independent financial consultant of Shenzhen Yingke, and this report refers to the independent financial consultant’s report on the first grant of the first stock option incentive plan of Rui Technology Co., Ltd
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 in a certain period of time in the future
Incentive object refers to the personnel participating in the incentive plan
Grant date refers to the date on which the company grants stock options to incentive objects, and the grant date must be the trading day
The exercise price refers to the price at which the incentive object purchases the company’s shares as determined in the incentive plan
The period during which the conditions for the incentive object to exercise the stock option set in the incentive plan have not yet waited for the achievement of the expected index shall be calculated from the date of completing the registration of the stock option granted to the incentive object
Exercise period refers to the period during which the stock options held by the incentive object can be exercised after the exercise conditions set in the incentive plan are met
Exercise conditions refer to the conditions that must be met by the incentive object to exercise stock options according to the provisions of this 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
Listing Rules refers to the Listing Rules of Shenzhen Stock Exchange gem
The articles of association refers to the Shenzhen Increase Technology Co.Ltd(300713) articles of association
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shenzhen Stock Exchange
The independent financial consultant refers to Shenzhen Tashan Enterprise Management Consulting Co., Ltd
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
Statement
He Shan consulting is entrusted to act as the independent financial consultant of Shenzhen Increase Technology Co.Ltd(300713) phase I stock option incentive plan and issue this report. For the issuance of this report, the independent financial advisor hereby makes the following statement:
1. This report is prepared in accordance with the company law, securities law, administrative measures, listing rules and other laws, regulations and normative documents, and based on the relevant materials and information provided by the company. The company has guaranteed that the relevant materials and information provided about the incentive plan are true, accurate and complete, and there are no false records, misleading statements or major omissions.
2. The independent financial adviser only gives 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, which does not constitute any investment suggestions for the listed company and the possible risks arising from any investment decisions made by investors according to this report, The independent financial advisor assumes no responsibility.
3. The opinions expressed in this report are based on the following assumptions: there is no significant change in the current relevant national laws, regulations and policies; There is no significant change in the market, economic and social environment of the region and industry where the company is located; The materials and information provided by the company are true, accurate and complete; All parties involved in this incentive plan can fully and properly perform all obligations in good faith in accordance with the terms of this incentive plan and relevant agreements; The incentive plan has no other obstacles and can be completed smoothly; There are no other force majeure and unpredictable factors causing significant adverse effects. 4. The independent financial consultant issues this report in accordance with the principles of objectivity, impartiality and good faith. This report is only for the purpose of the company’s implementation of this incentive plan and shall not be used for any other purpose.
1、 Review procedures and information disclosure of the incentive plan
1. On February 22, 2022, the company held the second meeting of the third board of directors, The proposal on the first stock option incentive plan (Draft) and its summary, the proposal on the management measures for the assessment of the first stock option incentive plan, the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the first stock option incentive plan, and the proposal on convening the first extraordinary general meeting of the company in 2022 were deliberated and adopted, Independent directors have expressed independent opinions on relevant proposals.
2. On February 22, 2022, the company held the second meeting of the third session of the board of supervisors, deliberated and approved the proposal on the first stock option incentive plan (Draft) and summary, the proposal on the management measures for the assessment of the first stock option incentive plan, and the proposal on verifying the list of incentive objects of the first stock option incentive plan.
3. From February 23, 2022 to March 4, 2022, the company publicized the names and positions of the incentive objects determined in the incentive plan internally. During the publicity period, the board of supervisors of the company did not receive any objection and no feedback record. On March 4, 2022, the company disclosed the announcement and verification opinions of the board of supervisors on the list of incentive objects of the first stock option incentive plan.
4. On March 4, 2022, the company disclosed the self inspection report on insider trading of the company’s shares by insiders of the first stock option incentive plan.
5. On March 11, 2022, the company held the first extraordinary general meeting of shareholders in 2022, The proposal on the first stock option incentive plan (Draft) and its summary, the proposal on the assessment and management measures for the first stock option incentive plan, and the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the first stock option incentive plan were reviewed and approved.
6. On March 11, 2022, the company held the third meeting of the third board of directors and the third meeting of the third board of supervisors respectively, deliberated and adopted the proposal on granting stock options to incentive objects for the first time, and the independent directors have expressed independent opinions on this proposal.
2、 Status of this grant
1. Grant date: March 11, 2022.
2. Exercise price: 17.37 yuan / share.
3. Number of awards: 4802737.
4. Stock source: the company issues A-share common stock to the incentive object.
5. Number of persons granted: 160. The details are as follows:
Serial number name the proportion of the number of positions granted to the total amount granted to the total share capital (10000 copies)
1 Yin Wei, chairman and general manager 300000 5.0000% 0.1901%
2 director Liu Wenfeng 130860 2.1810% 0.0829%
3 Deng Hu, director and Secretary of the board of directors 123950 2.0658% 0.0786%
4 Nie Jianhua, deputy general manager 122087 2.0348% 0.0774%
5 Sun Jing CFO 122087 2.0348% 0.0774%
6 other personnel deemed necessary by the board of directors 4003753667292% 2.5375%
(155 persons)
Reserve 1197263199544% 0.7588%
Total 60 Ping An Bank Co.Ltd(000001) 000000% 3.8027%
Note: any difference in mantissa between the sum of the above total data and each detailed data is caused by rounding.
6. Validity period: the validity period of this incentive plan is from the date of the first grant of stock options to the date of full exercise or cancellation, with a maximum of 60 months.
7. Exercise arrangement:
Exercise arrangement exercise time exercise proportion
From the first trading day after 12 months from the date of completion of the first grant registration
33.00% of the last transaction within 24 months from the first exercise period to the completion of the first grant registration
End of the day
From the first trading day after 24 months from the date of completion of the first grant registration
33.50% of the last transaction within 36 months from the completion of the first grant registration in the second exercise period
End of the day
From the first trading day 36 months after the completion of the first grant registration
33.50% of the last transaction within 48 months from the date of completion of the first grant registration in the third exercise period
End of the day
8. Company level performance assessment:
Assessment objective in exercise period am assessment objective an
In the first exercise period, the operating revenue in 2022 shall not be less than 400 million yuan, and the operating revenue in 2022 shall not be less than 320 million yuan
In the second exercise period, the operating revenue in 2023 shall not be less than 550 million yuan, and the operating revenue in 2023 shall not be less than 440 million yuan
In the third exercise period, the operating revenue in 2024 shall not be less than 750 million yuan, and the operating revenue in 2024 shall not be less than 600 million yuan
Actual completion value (a) company level exercisable proportion (x)
A≥Am X=100%
An≤A＜Am X=80%
A＜An X=0%
Note 1: the above “operating income” indicators are subject to the data contained in the audited consolidated statements; Note 2: the above assessment objectives do not constitute the company’s performance prediction and substantive commitment to investors.
During each exercise period, if the company fails to meet the corresponding performance assessment objectives, the stock options granted but not exercised by all incentive objects in the corresponding assessment year shall not be exercised and shall be cancelled by the company.
9. Individual level performance appraisal:
The performance appraisal of the incentive object shall be carried out in accordance with the relevant provisions of the company’s current salary and performance appraisal. The performance appraisal results of the incentive object are divided into three levels: A, B and C. during each exercise period, the actual number of stock options that can be exercised by the incentive object in the current period is determined according to the corresponding performance appraisal results, as follows:
Performance appraisal results
