Securities abbreviation: Appotronics Corporation Limited(688007) securities code: Appotronics Corporation Limited(688007) Shanghai Rongzheng Investment Consulting Co., Ltd
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Appotronics Corporation Limited(688007)
The second phase of restricted stock incentive plan in 2021
Reserved grant items
of
Independent financial advisor Report
March 2022
catalogue
1、 Interpretation 3 II. Statement 4 III. basic assumptions 5 IV. approval procedures for the second phase of restricted stock incentive plan in 2021 6 v. opinions of independent financial consultant 6. Documents for future reference and consultation methods 13 I. interpretation 1 Listed company, company, the company, Appotronics Corporation Limited(688007) : refers to Appotronics Corporation Limited(688007) . 2. Equity incentive plan, incentive plan and this plan: refers to the second phase of Appotronics Corporation Limited(688007) 2021 restricted stock incentive plan (Draft). 3. Restricted stock, underlying stock and class II restricted stock: the shares of the company obtained and registered by the incentive objects who meet the grant conditions of the incentive plan after meeting the corresponding attribution conditions. 4. Incentive objects: directors, senior managers, core technicians and other personnel deemed necessary by the board of directors to receive restricted shares in accordance with the provisions of the incentive plan. 5. Grant date: refers to the date on which the company grants restricted shares to the incentive object. The grant date must be the trading day. 6. Grant price: refers to the price of each restricted stock granted by the company to the incentive object. 7. Validity period: the period from the date of granting restricted shares to the date when all the restricted shares granted to the incentive object are vested or invalid. 8. Ownership: after the restricted stock incentive object meets the benefit conditions, the listed company registers the shares in the incentive object’s account. 9. Attribution conditions: refers to the benefit conditions set up by the restricted stock incentive plan and the incentive object is to obtain the incentive shares. 10. Vesting date: after the restricted stock incentive object meets the benefit conditions, the date of completing the registration of the granted shares must be the trading day. 11. Company Law: refers to the company law of the people’s Republic of China. 12. Securities Law: refers to the securities law of the people’s Republic of China. 13. Administrative measures: refers to the administrative measures for equity incentive of listed companies. 14. Listing Rules: Listing Rules of Shanghai Stock Exchange’s Sci tech innovation board. 15. Articles of association: refers to Appotronics Corporation Limited(688007) articles of association. 16. CSRC: refers to the China Securities Regulatory Commission. 17. Stock Exchange: refers to Shanghai Stock Exchange. 18. RMB: refers to RMB.
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 Appotronics Corporation Limited(688007) and all parties involved in the plan have guaranteed to the independent financial adviser that all the documents and materials provided for the issuance of the independent financial adviser’s report are legal, true, accurate, complete and timely, without any omission, false or misleading statements, and their legality, authenticity Be responsible for accuracy, completeness and timeliness. The independent financial advisor does not assume any risk liability arising therefrom.
(II) the independent financial adviser only gives opinions on whether the restricted stock incentive plan is fair and reasonable to Appotronics Corporation Limited(688007) shareholders and its impact on shareholders’ rights and interests and the sustainable operation of the listed company, and does not constitute any investment suggestions for Appotronics Corporation Limited(688007) and the possible risks to any investment decisions made by investors according to this report, The independent financial advisor assumes no responsibility.
(III) 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.
(IV) the independent financial consultant 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.
(V) based on the principle of diligence, prudence and due diligence to all shareholders of the listed company, the independent financial adviser has conducted 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, resolutions of the previous board of directors and general meetings of shareholders The company’s financial report and the company’s production and operation plan for the last three years and the latest period, and has effectively communicated with the 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.
This 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 and other laws, regulations and normative documents, and based on the relevant materials provided by listed companies.
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) the information on which the independent financial adviser is based is authentic, accurate, complete and timely;
(III) the relevant documents issued by the listed company for this restricted stock incentive plan are true and reliable;
(IV) there are no other obstacles to this restricted stock incentive plan, and all agreements involved can be effectively approved and finally completed on schedule;
(V) 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;
(VI) there is no significant adverse impact caused by other unpredictable and force majeure factors.
4、 Approval procedures for this restricted stock incentive plan
Appotronics Corporation Limited(688007) the second phase of restricted stock incentive plan in 2021 has fulfilled the necessary approval procedures:
1. On September 30, 2021, the company held the third meeting of the second board of directors, The meeting deliberated and adopted proposals such as the proposal on the company’s second phase of restricted stock incentive plan in 2021 (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company’s second phase of restricted stock incentive plan in 2021, and the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the second phase of restricted stock incentive plan in 2021. The independent directors of the company have expressed independent opinions on whether the incentive plan is conducive to the sustainable development of the company and whether there are circumstances damaging the interests of the company and all shareholders. On the same day, the company held the third meeting of the second board of supervisors, The proposal on the company’s second phase of restricted stock incentive plan in 2021 (Draft) and its summary, the proposal on the list of incentive objects of the company’s second phase of restricted stock incentive plan in 2021, and the proposal on the measures for the implementation and assessment of the company’s second phase of restricted stock incentive plan in 2021 were reviewed and approved, The board of supervisors of the company verified the relevant matters of the incentive plan and issued relevant verification opinions.
2. From September 30, 2021 to October 9, 2021, the company publicized the list of incentive objects of the incentive plan within the company. During the publicity period, the board of supervisors of the company did not receive any objection. On October 16, 2021, the company disclosed the statement of the board of supervisors on the publicity and audit opinions of the list of incentive objects of the company’s phase II restricted stock incentive plan in 2021.
3. On October 25, 2021, the company held the fourth extraordinary general meeting of shareholders in 2021, The proposal on the company’s second phase of restricted stock incentive plan in 2021 (Draft) and its summary, the proposal on the measures for the assessment and management of the implementation of the company’s second phase of restricted stock incentive plan in 2021, and the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the second phase of restricted stock incentive plan in 2021 were reviewed and passed. The company’s implementation of the incentive plan is approved by the general meeting of shareholders, and the board of directors is authorized to determine the grant date of restricted shares, grant restricted shares to incentive objects when incentive objects meet the conditions, and handle all matters necessary for the grant of restricted shares.
4. On December 7, 2021, the company held the sixth meeting of the second board of directors and the sixth meeting of the second board of supervisors, both of which considered and adopted the proposal on granting restricted shares to incentive objects for the first time. The independent directors of the company expressed independent opinions on the proposal and believed that the granting conditions had been met, the subject qualification of the incentive object was legal and effective, and the determined granting date met the relevant provisions. The board of supervisors verified the list of incentive objects on the grant date and issued verification opinions.
5. On March 11, 2022, the company held the eighth meeting of the second board of directors and the seventh meeting of the second board of supervisors, and deliberated and adopted the proposal on granting reserved restricted shares to the incentive objects of the second phase of 2021 restricted stock incentive plan. The independent directors of the company expressed their independent opinions on this, and believed that the granting conditions had been achieved, the subject qualification of the incentive object was legal and effective, and the determined granting date met the relevant provisions. The board of supervisors verified the list of incentive objects on the grant date and issued verification opinions. In conclusion, the independent financial adviser believes that as of the date of issuance of this report, Appotronics Corporation Limited(688007) the reserved restricted shares granted to the incentive object have obtained the necessary approval and authorization, which is in line with the relevant provisions of the management measures and the incentive plan.
5、 Opinions of the independent financial adviser (I) description of the conditions for the grant of restricted shares
Appotronics Corporation Limited(688007) there is no case that the equity incentive plan cannot be implemented as stipulated in the administrative measures:
1. None of the following circumstances has occurred in the company:
(1) The financial and accounting 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;
(2) The internal control of the financial report of the latest 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, 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 an inappropriate candidate by the stock exchange within the last 12 months;
(2) In the last 12 months, it has been identified as an inappropriate candidate by the CSRC and its dispatched offices;
(3) Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations in 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 the equity incentive of listed companies according to laws and regulations;
(6) Other circumstances recognized by the CSRC.
After verification, the independent financial consultant believes that as of the date of issuance of this report, Appotronics Corporation Limited(688007) and its incentive objects have not been under any of the above circumstances, and the reserved grant conditions of the company’s restricted stock incentive plan have been met. (II) the granting of restricted shares
1. Reserved grant date: March 11, 2022.
2. Number of reserved grants: 2.1 million shares, accounting for 0.46% of the current total share capital of 4527569 million shares
3. Reserved grant price: 20.00 yuan / share, 23.00 yuan / share
4. Reserved stock source: the company issues A-share common stock to the incentive object.
5. Number of persons granted: 9
The specific quantity distribution is as follows:
Proportion of the restricted grant price granted in sequence to the proportion of the restricted grant to the total number of job-related shares (yuan / share) of the name nationality of this incentive plan number and the total number of job-related shares (10000 shares) on the announcement date
1、 Directors, senior managers and core technicians
1 liang guanning, deputy general manager of China 60 23.00 5.71% 0.13%
2 Zhang Wei, director and deputy general manager of China 50 23.00 4.76% 0.11%
More than 3 new China core technicians 20 23.00 1.90% 0.04%
Subtotal 130 – 12.38% 0.29%
2、 Other incentive objects
20 23.00
7.62% and 0.18% of other personnel (6 persons) considered by the board of directors to be motivated
60 20.00
Total reserved part 210.00 20.00% 0.46%
Note: (1) the percentage calculation results in the above table are rounded to two decimal places.
(2) The shares of the company granted to any of the above incentive objects under the equity incentive plan within the validity period do not exceed
1% of the total share capital of the company. The company is in full force and effect
