Securities abbreviation: Merit Interactive Co.Ltd(300766) securities code: 300766 Shanghai Rongzheng Investment Consulting Co., Ltd
about
Merit Interactive Co.Ltd(300766)
Restricted stock incentive plan for 2021
Matters related to reservation grant
of
Independent financial advisor Report
December 2021
catalogue
1、 Interpretation 3 II. Statement 4 III. basic assumptions 5 IV. opinions of independent financial adviser 6 (I) the approval procedures for this restricted stock incentive plan 6 (II) differences between the restricted stock incentive plan implemented this time and the restricted stock incentive plan approved by the general meeting of shareholders 7 (III) description of the achievements of the reserved grant conditions of restricted shares 7 (IV) reserved grant of restricted shares 8 (V) description of the impact of the implementation of the incentive plan on the financial status and operating results of relevant years 9 (VI) concluding observations 9 VI. documents for future reference and consultation methods 11 (I) documents for future reference 11 (II) consultation method eleven
1、 Interpretation
Merit Interactive Co.Ltd(300766) . The company, the company and the listed company refer to Merit Interactive Co.Ltd(300766)
Independent financial consultant refers to Shanghai Rongzheng Investment Consulting Co., Ltd
The report of Shanghai Rongzheng Investment Consulting Co., Ltd. on the independent financial adviser of Merit Interactive Co.Ltd(300766) Co., Ltd. refers to the independent financial adviser’s report on matters related to the reserved grant of the company’s restricted stock incentive plan in 2021
This incentive plan and this restricted stock incentive plan refer to the Merit Interactive Co.Ltd(300766) 2021 restricted stock incentive plan (Draft)
Restricted shares and class II restricted shares refer to the shares of the company obtained and registered by incentive objects meeting the grant conditions of the incentive plan after meeting the corresponding attribution conditions
Incentive objects refer to the middle-level managers and core technical (business) backbone of the company who obtain restricted shares in accordance with the provisions of the incentive plan
Grant date refers to the date on which the company grants restricted shares to incentive objects
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
Validity period refers to the period from the date of grant of restricted shares to the date when all the restricted shares granted to the incentive object are vested or invalid
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 conditions refer to the benefit conditions that the incentive object set up by the restricted stock incentive plan needs to meet in order to obtain the incentive stock
Vesting date refers to the date on which the authorized shares are registered after the restricted stock incentive object meets the benefit conditions. It must be the trading day
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 (revised in December 2020)
Guide No. 5 refers to guide for business handling of companies listed on GEM No. 5 – equity incentive
Articles of association means the Merit Interactive Co.Ltd(300766) articles of association
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shenzhen Stock Exchange
Yuan means 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 Merit Interactive Co.Ltd(300766) . All parties involved in the incentive plan have guaranteed to the independent financial adviser that all the documents and materials provided for issuing the independent financial adviser’s report are legal, true, accurate, complete and timely, without any omission, false or misleading statements, and are responsible for their legality, authenticity Be responsible for accuracy, completeness and timeliness. The independent financial advisor shall not bear any risk liability arising therefrom.
（2） The independent financial adviser only expresses opinions on whether the restricted stock incentive plan is fair and reasonable to Merit Interactive Co.Ltd(300766) shareholders, the impact on shareholders’ rights and interests and the sustainable operation of the listed company, does not constitute any investment suggestions for Merit Interactive Co.Ltd(300766) , and does not bear any responsibility for the possible risks arising from any investment decisions made by investors 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 adviser 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.
（5） Based on the principles of diligence, prudence and due diligence to all shareholders of the listed company, the independent financial adviser conducted an in-depth investigation on the matters involved in the restricted stock incentive plan and carefully reviewed the relevant materials. The scope of the investigation includes the articles of association of the listed company, salary management measures, relevant resolutions of the board of directors and the general meeting of shareholders Financial reports of relevant companies, production and operation plans of the company, and effective communication with relevant personnel of the listed company. On this basis, the independent financial adviser’s report is issued, and is responsible for the authenticity, accuracy and completeness of the report.
The independent financial adviser’s report is prepared in accordance with 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 rules for the listing of shares on the gem of Shenzhen Stock Exchange (revised in December 2020) and other laws, regulations and normative documents, 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;
（2） The information on which the independent financial adviser is based is authentic, accurate, complete and timely;
（3） The relevant documents issued by the listed company for the incentive plan are true and reliable;
（4） There are no other obstacles to the incentive plan, and all agreements involved can be effectively approved and finally completed on schedule;
（5） All parties involved in the incentive plan can fully perform all obligations in good faith and in accordance with the terms of the incentive plan and relevant agreements;
（6） There is no significant adverse impact caused by other unpredictable and force majeure factors.
4、 Opinions of the independent financial adviser (I) the approval procedures for the restricted stock incentive plan
Merit Interactive Co.Ltd(300766) the 2021 restricted stock incentive plan has fulfilled the necessary approval procedures: 1. On February 9, 2021, the company held the 20th meeting of the second board of directors and the 18th meeting of the second board of supervisors, reviewed and adopted the
<2021 年限制性股票激励计划（草案）>
And its abstract
<2021 年限制性股票激励计划实施考核管理办法>
The independent directors of the company expressed independent opinions on relevant matters considered at the 20th meeting of the second board of directors, and the board of supervisors reviewed the list of incentive objects granted restricted shares for the first time.
2. From February 10, 2021 to February 19, 2021, the company publicized the names and positions of the incentive objects to be granted in the company. During the publicity period, the board of supervisors of the company did not receive any objection related to the incentive objects granted for the first time in the incentive plan. On February 19, 2021, the board of supervisors of the company issued the review opinions and publicity statement of the board of supervisors on the list of some incentive objects first granted by the company’s restricted stock incentive plan in 2021.
3. On February 25, 2021, the company held the first extraordinary general meeting of shareholders in 2021 and deliberated and adopted the
<2021 年限制性股票激励计划（草案）>
And its abstract
<2021 年限制性股票激励计划实施考核管理办法>
And the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive, and disclosed the self inspection report on the trading of shares of the company by insiders and incentive objects of the restricted stock incentive plan in 2021. 4. On April 23, 2021, the company held the 21st Meeting of the second board of directors and the 19th meeting of the second board of supervisors, deliberated and adopted the proposal on adjusting matters related to the incentive plan of restricted shares in 2021 and the proposal on granting restricted shares to incentive objects for the first time, and determined April 23, 2021 as the first grant date, 3.96 million restricted shares were granted to 133 incentive objects. The independent directors of the company expressed independent opinions on relevant matters considered at the 21st Meeting of the second board of directors, and the board of supervisors reviewed the list of incentive objects granted restricted shares for the first time.
5. On December 30, 2021, the company held the 26th meeting of the second board of directors and the 22nd Meeting of the second board of supervisors, deliberated and adopted the proposal on granting reserved restricted shares to incentive objects, determined December 31, 2021 as the reserved grant date, and granted 990000 restricted shares to 50 incentive objects. The independent directors of the company expressed independent opinions on the granting of reserved restricted shares to incentive objects, and the board of supervisors reviewed the list of incentive objects reserved for granting restricted shares.
In conclusion, the independent financial adviser believes that as of the date of issuance of this report, Merit Interactive Co.Ltd(300766) reserved grant related matters have obtained the necessary approval and authorization, which is in line with the administrative measures for equity incentive of listed companies (hereinafter referred to as the “administrative measures”) Shenzhen Stock Exchange GEM Listing Rules (revised in December 2020) (hereinafter referred to as “Listing Rules”) Relevant provisions of the guide for business handling of companies listed on GEM No. 5 – equity incentive (hereinafter referred to as “guide No. 5”) and the company’s 2021 restricted stock incentive plan (hereinafter referred to as “this incentive plan” or “this restricted stock incentive plan”). （2） Differences between the restricted stock incentive plan implemented this time and the restricted stock incentive plan approved by the general meeting of shareholders
The reserved grant of the company is consistent with the relevant contents of the incentive plan deliberated and approved by the first extraordinary general meeting of shareholders in 2021. （3） Description of the achievements of the reserved grant conditions of restricted shares
According to the administrative measures and the relevant provisions of the incentive plan, the incentive object can be granted restricted shares only if it meets the following conditions at the same time:
1. The company is not under any of the following circumstances:
(1) An audit report with a negative opinion or unable to express an opinion on the financial and accounting report of the most recent fiscal year issued by a certified public accountant;
(2) The internal control of the financial report of the most recent fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant;
(3) Failure to distribute profits in accordance with laws and regulations, the articles of association and public commitments within the last 36 months after listing;
(4) Equity incentive is not allowed according to laws and regulations;
(5) Other circumstances recognized by the CSRC.
2. The incentive object does not have any of the following situations:
(1) Being identified as inappropriate by the stock exchange within the last 12 months;
(2) It has been identified as an inappropriate candidate by the CSRC and its dispatched offices within the last 12 months;
(3) Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations within the last 12 months;
(4) Those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law; (5) Those who are not allowed to participate in equity incentive of listed companies according to laws and regulations;
（6
