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)
Adjustment and of restricted stock incentive plan in 2021
Reserved grant items
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Independent financial advisor Report
March 2022
catalogue
1、 Interpretation 3 II. Statement 4 III. basic assumptions IV. restricted stock incentive plan approval procedures in 2025 6 v. opinions of independent financial consultant 6. Documents for future reference and consultation methods 14 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: refer to 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) 2021 restricted stock incentive plan has gone through the necessary approval procedures:
1. On March 26, 2021, the company held the 30th meeting of the first board of directors. The meeting deliberated and adopted the proposal on the company’s restricted stock incentive plan in 2021 (Draft) and its summary, and the proposal on the company’s assessment and management measures for the implementation of the restricted stock incentive plan in 2021 Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the restricted stock incentive plan in 2021, etc. 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 17th meeting of the first board of supervisors, deliberated and adopted the proposal on the company’s restricted stock incentive plan in 2021 (Draft) and its summary The board of supervisors of the company verified the relevant matters of the incentive plan and issued relevant verification opinions on the proposals such as the proposal on the list of incentive objects of the company’s restricted stock incentive plan in 2021 and the proposal on the management measures for the implementation and assessment of the company’s restricted stock incentive plan in 2021.
2. From March 27, 2021 to April 5, 2021, the company publicized the names and positions of the 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 related to the incentive objects of the incentive plan. On April 7, 2021, the company disclosed the statement of the board of supervisors on the publicity and review opinions of the list of incentive objects granted for the first time by the restricted stock incentive plan in 2021. 3. On April 12, 2021, the company held the second extraordinary general meeting of shareholders in 2021, deliberated and passed the proposal on the company’s restricted stock incentive plan in 2021 (Draft) and its summary, and the proposal on the company’s assessment and management measures for the implementation of the restricted stock incentive plan in 2021 Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the restricted stock incentive plan in 2021, etc. 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 April 22, 2021, the company held the 31st meeting of the first board of directors and the 18th meeting of the first board of supervisors, both of which deliberated and adopted the proposal on adjusting matters related to the 2021 restricted stock incentive plan and 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 adjusting the granting price of restricted shares in the 2021 restricted stock incentive plan and the proposal on granting reserved restricted shares to the incentive objects of the 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 independent financial adviser (I) adjustment of relevant matters of this stock option incentive plan
1. Reason for adjustment
On May 14, 2021, the company held the 2020 annual general meeting of shareholders, deliberated and passed the proposal on profit distribution plan in 2020. Based on the total share capital of 452756901 shares, the company distributed cash dividends of 0.55 yuan (including tax) for every 10 shares, totaling 2490162956 yuan. On June 3, 2021, the company disclosed the announcement on the implementation of annual equity distribution in 2020. The equity registration date is June 8, 2021 and the ex right and ex interest date is June 9, 2021.
2. Adjustment method
In view of the completion of the above profit distribution plan, according to Article 2 of Chapter 10 of the incentive plan, if the company has matters such as dividend distribution, conversion of capital reserve into share capital, distribution of stock dividends, division of shares, allotment or reduction of shares from the announcement date of the incentive plan to the completion of the ownership registration of restricted shares, The granting price of restricted shares shall be adjusted accordingly. The adjustment method is as follows:
P＝P0-V
Where: P0 is the grant price before adjustment; V is the dividend per share; P is the adjusted grant price. After dividend adjustment, P must still be greater than 1.
According to the above formula, the board of directors of the company will adjust the grant price of restricted shares in the restricted stock incentive plan in 2021 according to the authorization of the second extraordinary general meeting of shareholders in 2021. After this adjustment, the grant price of special incentive objects will be adjusted from 21.00 yuan / share to 20.945 yuan / share, and the grant price of class I incentive objects will be adjusted from 17.50 yuan / share to 17.445 yuan / share The grant price of the second type of incentive object is adjusted from 18.50 yuan / share to 18.445 yuan / share. (II) description of the conditions of this restricted stock grant
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. (III) the granting of restricted shares
1. Reserved grant date: March 11, 2022.
2. Number of reserved grants: 1.4 million shares, accounting for 0.31% of the current total share capital of 4527569 million shares
3. Reserved grant price: 18.445 yuan / share
4. Reserved stock source: the company issues A-share common stock to the incentive object. 5. Number of persons granted: 22
The specific quantity distribution is as follows:
Proportion of restrictions granted in sequence to the number of shares (total number of 10000 shares, total share capital on the announcement date) of the name, nationality and position of this incentive plan number
1、 Directors, senior managers and core technicians
1 more than 15 new China core technicians
