Securities abbreviation: Hangzhou Chang Chuan Technology Co.Ltd(300604) securities code: Hangzhou Chang Chuan Technology Co.Ltd(300604) Shanghai Rongzheng Investment Consulting Co., Ltd
about
Hangzhou Chang Chuan Technology Co.Ltd(300604)
Restricted stock incentive plan for 2022
Matters related to the first grant
of
Independent financial advisor Report
March 2022
catalogue
1、 Interpretation 3 II. Statement 4 III. basic assumptions 5 IV. opinions of independent financial adviser 6 (I) approval procedures of this restricted stock incentive plan 6 (II) the first grant of restricted shares 7 (III) description of the achievement of the conditions for the first grant of restricted shares 7 (IV) description of the impact of the implementation of this incentive plan on the financial status and operating results of relevant years 8 (V) concluding observations 8 v. documents for future reference and consultation methods 10 (I) documents for future reference 10 (II) consultation method 10 I. interpretation
In this independent financial advisory report, unless the context specifies, the following abbreviations have the following meanings: listed company, company, Hangzhou Chang Chuan Technology Co.Ltd(300604) refers to Hangzhou Chang Chuan Technology Co.Ltd(300604)
Independent financial consultant refers to Shanghai Rongzheng Investment Consulting Co., Ltd
The independent financial advisory report of Shanghai Rongzheng Investment Consulting Co., Ltd. on Hangzhou Hangzhou Chang Chuan Technology Co.Ltd(300604) shares refers to the independent financial advisory report on matters related to the first grant of restricted stock incentive plan in 2022
Equity incentive plan and incentive plan refer to Hangzhou Chang Chuan Technology Co.Ltd(300604) 2022 restricted stock incentive plan, this incentive plan and this plan (Draft)
The second type of restricted stock and the target stock index are the A-share common stock of the company obtained and registered in batches after meeting the corresponding ownership conditions.
Incentive object refers to the core personnel of the company (including holding subsidiaries and branches, the same below) who obtain restricted shares in accordance with the provisions of this incentive plan
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 of each restricted stock granted by the company to the incentive object
Attribution refers to the behavior that the listed company registers the shares in the account of the incentive object after the incentive object meets the benefit conditions
Attribution 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 when the granted shares are registered after the incentive object meets the benefit conditions. It must be the trading day
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 Shenzhen Stock Exchange GEM Listing Rules (revised in December 2020)
Self regulatory guide No. 1, self regulatory guide No. 1 for GEM listed companies of Shenzhen Stock Exchange – business handling
The articles of association refers to the Hangzhou Chang Chuan Technology Co.Ltd(300604) articles of association
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shenzhen Stock Exchange
Yuan and 10000 yuan refer to RMB yuan and 10000 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 Hangzhou Chang Chuan Technology Co.Ltd(300604) 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 Hangzhou Chang Chuan Technology Co.Ltd(300604) shareholders and its impact on shareholders’ rights and interests and the continuous operation of the listed company, and does not constitute any investment suggestions for Hangzhou Chang Chuan Technology Co.Ltd(300604) and 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, 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 listed companies. On this basis, this independent financial consultant 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 incentives of listed companies, the regulations on 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 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、 Opinion of independent financial advisor
(I) approval procedures of this restricted stock incentive plan
1. On January 21, 2022, the company held the fourth meeting of the third board of directors, which deliberated and adopted the proposal on the company’s restricted stock incentive plan in 2022 (Draft) and its summary The independent directors of the company expressed their independent opinions on whether the equity incentive plan is conducive to the sustainable development of the company and whether there is any damage to the interests of the company and all shareholders.
2. On January 21, 2022, the company held the fourth meeting of the third board of supervisors, which deliberated and adopted the proposal on the company’s restricted stock incentive plan in 2022 (Draft) and its summary The proposal on the management measures for the implementation and assessment of the company’s restricted stock incentive plan in 2022 and the proposal on verifying the list of some incentive objects granted by the restricted stock incentive plan in Hangzhou Chang Chuan Technology Co.Ltd(300604) 2022 for the first time.
3. From January 22, 2022 to January 31, 2022, the company publicized the names and positions of the list of incentive objects to be granted for the first time in the company. During the publicity period, the board of supervisors of the company did not receive any objection related to the incentive objects proposed in the incentive plan. On February 7, 2022, the board of supervisors of the company issued the verification opinions and publicity statement of the board of supervisors on the list of some incentive objects granted by the company’s restricted stock incentive plan for the first time in 2022.
4. On February 8, 2022, the first extraordinary general meeting of the company in 2022 deliberated and adopted the proposal on the company’s restricted stock incentive plan in 2022 (Draft) and its summary The proposal on the management measures for the implementation and assessment of the company’s restricted stock incentive plan in 2022 and the proposal on submitting to 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 the company’s shares by insiders of the restricted stock incentive plan in 2022 on February 9, 2022.
5. On March 11, 2022, the company held the sixth meeting of the third board of directors and the sixth meeting of the third board of supervisors, deliberated and adopted the proposal on granting restricted shares to incentive objects for the first time. The board of directors considered that the grant conditions specified in the incentive plan had been met and agreed to grant 4.2 million class II restricted shares to 156 incentive objects on March 11, 2022 as the first grant date. The independent directors of the company expressed their independent opinions on this matter and believed that the subject qualification of some incentive objects granted for the first time was legal and effective, and the determined first grant date met the relevant provisions. The board of supervisors reviewed the list of incentive objects as of the first grant date and issued verification opinions.
In conclusion, we believe that as of the date of issuance of this report, Hangzhou Chang Chuan Technology Co.Ltd(300604) this grant of restricted shares to incentive objects has obtained the necessary approval and authorization, which is in line with the relevant provisions of the management measures and the incentive plan.
(II) the first grant of restricted shares
1. First grant: November 2023.
2. Number of First grants: 4.2 million shares.
3. Number of First grants: 156.
4. Initial grant price: 25.17 yuan / share.
5. Stock source: the company issues A-share common stock to the incentive object.
6. The distribution of restricted shares granted for the first time among incentive objects is shown in the table below:
Proportion of restricted shares granted to personnel in the first granted equity in the total number of shares (10000 shares) at present
Core staff (156 persons) 420100.00% 0.69%
Total (156 persons) 420100.00% 0.69%
Note: 1. The shares of the company granted by any of the above incentive objects through all the equity incentive plans within the validity period do not exceed 1% of the total share capital of the company. The total number of underlying shares involved in the incentive plan within the whole validity period of the company shall not exceed 20% of the total share capital of the company when the equity incentive plan is submitted to the general meeting of shareholders for deliberation.
2. If the total number in the above table is inconsistent with the mantissa of the sum of the sub item values, it is caused by rounding.
(III) description of the achievement of the conditions for the first grant of restricted shares
According to the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “measures”) and the provisions of this incentive plan, and meeting the following grant conditions, the company shall grant restricted shares to the incentive object:
1. Hangzhou Chang Chuan Technology Co.Ltd(300604) no one of the following situations occurs:
(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, 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) Securities trading within the last 12 months
