Shanghai Xingong Yihe Enterprise Management Consulting Co., Ltd
about
Kelin Environmental Protection Equipment Inc(002499) 2022 stock option incentive plan (Draft)
of
Independent financial advisor Report
Independent financial advisor:
March, 2002
catalogue
Chapter one states that three
Chapter II interpretation five
Chapter III basic assumptions 6 Chapter IV main contents of this incentive plan 7 I. the stock source of this incentive plan 7 II. The total amount of rights and interests to be granted under the incentive plan 7 III. relevant schedule of stock option incentive plan 7 IV. exercise price of stock options and determination method of exercise price 9 v. conditions for granting and exercising stock options Vi. other contents of the incentive plan Chapter V opinions of independent financial advisers 15 I. verification opinions on whether the incentive plan meets the provisions of policies and regulations 15 II. Verification opinions on the feasibility of Colin’s equity incentive plan 15 III. verification opinions on the scope and qualification of incentive objects 16 IV. verification opinions on the amount of equity granted under the equity incentive plan 17 v. verification opinions on the grant price of equity incentive plan 18 VI. financial opinions on the implementation of equity incentive plan of the company 18 VII. Verification opinions on the impact of equity incentive plan on Colin’s sustainable operation ability and shareholders’ equity 21 VIII. Verification opinions on whether Colin provides any form of financial assistance for incentive objects IX. verification opinions on whether the equity incentive plan damages the interests of the listed company and all shareholders 22 X. opinions on the compliance of the company’s performance appraisal system and appraisal management measures 22 Xi. Other matters that should be explained Chapter VI documents and places for future reference 24 I. list of documents for future reference 24 II. Location of documents for future reference twenty-four
Chapter I declaration
Shanghai Xingong Yihe Enterprise Management Consulting Co., Ltd. (hereinafter referred to as “Xingong Yihe”) is entrusted to serve as the independent financial consultant (hereinafter referred to as “the independent financial consultant”) of Kelin Environmental Protection Equipment Inc(002499) (hereinafter referred to as “Colin” or “listed company”, “company”) this stock option incentive plan (hereinafter referred to as “the incentive plan”) and prepare this report. This independent financial advisory report is based on the relevant provisions of 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 the independent financial advisory opinions are issued on the basis of relevant materials provided by Colin for the reference of all shareholders and relevant parties of Colin.
1. The documents and materials on which the independent financial adviser’s report is based are provided by Colin. Colin has guaranteed to the independent financial adviser that the relevant information about the incentive plan provided by him is true, accurate and complete, and that there are no false records, misleading statements or major omissions in such information.
2. Based on the principle of diligence, prudence and due diligence to all shareholders of the listed company, and based on the principle of objectivity and impartiality, the independent financial adviser has conducted due diligence on the matters of the incentive plan, and has sufficient reasons to believe that there is no material difference between the professional opinions expressed and the documents disclosed by the listed company. And be responsible for the authenticity, accuracy and completeness of the independent financial adviser’s report.
3. The opinions expressed by the independent financial adviser are based on the following assumptions: there are no significant changes in the current national laws and regulations, and there are no significant changes in the national policies and market environment of the industry in which the listed company is located; There is no significant change in the social and economic environment of the region where the listed company is located; The documents provided by Colin and relevant parties are true, accurate and complete; All parties involved in this incentive plan can perform all obligations in an honest and trustworthy manner in accordance with the incentive plan and relevant agreements; The incentive plan can be approved by the competent department without other obstacles and can be completed smoothly; There are no significant changes in the accounting policies and accounting systems currently implemented in this incentive plan; There are no significant adverse effects caused by other force majeure and unpredictable factors.
4. The independent financial advisor has no relationship with the listed company. The independent financial advisor issues an independent financial advisor report on this incentive plan in full accordance with the principles of objectivity and impartiality. At the same time, the independent financial adviser urges investors to carefully read the information publicly disclosed by relevant listed companies such as Kelin Environmental Protection Equipment Inc(002499) 2022 stock option incentive plan (Draft).
5. 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.
6. The independent financial adviser reminds investors that this report 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, and does not constitute any investment suggestions to Colin and the possible risks to any investment decisions made by investors according to this report, The independent financial advisor assumes no responsibility.
Chapter II interpretation
In this independent financial adviser’s report, unless the context specifies, the following abbreviations have the following meanings:
Interpretation item interpretation content
Colin, listed company and company refer to Kelin Environmental Protection Equipment Inc(002499)
Equity incentive plan and stock option incentive refer to Kelin Environmental Protection Equipment Inc(002499) 2022 stock option incentive plan, this incentive plan and this plan
This report of Shanghai Xingong Yihe Enterprise Management Consulting Co., Ltd. on Colin environmental protection and this independent financial consultant report refer to the independent financial consultant report of 2022 stock option incentive plan (Draft) of Equipment Co., Ltd
Independent financial consultant and Xingong Yihe refers to Shanghai Xingong Yihe Enterprise Management Consulting 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 within a certain period of time in the future
According to the provisions of this incentive plan, the core technical / business personnel of the company (including subsidiaries, and the incentive object refers to the same below) who obtain stock options and other personnel that the board of directors deems necessary to be encouraged
The authorization date refers to the date on which the company grants stock options to the incentive object. The authorization date must be the trading day
The term of validity refers to the period from the date of stock option authorization to the date when all stock options are exercised or cancelled
The waiting period refers to the period between the date when the stock option authorization is completed and registered and the date when the stock option is exercisable
The exercisable date refers to the date when the incentive object can start exercising the right. The exercisable date must be the trading day
The exercise price refers to the price determined by the company when granting stock options to the incentive object and the incentive object purchases the shares of the listed company
Exercise conditions refer to the conditions that must be met for the incentive object to exercise stock options according to the plan
Remuneration and assessment committee refers to the remuneration and assessment committee of the board of directors of the company
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shenzhen Stock Exchange
China Securities Depository and Clearing Corporation refers to Shenzhen Branch of China Securities Depository and Clearing Corporation Limited
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
The articles of association refers to the Kelin Environmental Protection Equipment Inc(002499) articles of association
The company’s assessment management measures refer to the assessment management measures for the implementation of stock option incentive plan in Kelin Environmental Protection Equipment Inc(002499) 2022
Yuan / 10000 yuan refers to RMB yuan / 10000 yuan, the legal currency unit of the people’s Republic of China
Chapter III basic assumptions
The independent financial advisor’s report is based on the following basic assumptions:
(I) there is no significant change in the current relevant national laws, regulations and policies;
(II) the materials and information provided and publicly disclosed by Colin are true, accurate and complete;
(III) there are no other obstacles to the equity incentive plan, and all agreements involved can be effectively approved and finally completed on schedule;
(IV) all parties involved in the implementation of the equity incentive plan can fully perform all their obligations in accordance with the plan of the equity incentive plan and the terms of relevant agreements in accordance with the principle of good faith;
(V) there is no significant adverse effect caused by other force majeure.
Chapter IV main contents of the incentive plan
Colin’s stock option incentive plan was drafted by the remuneration and assessment committee under the board of directors of the listed company, which was deliberated and adopted at the 13th meeting of the Fifth Board of directors. 1、 Source of stock incentive plan
The subject stock involved in the incentive plan comes from the company’s RMB A-share common stock issued by the company to the incentive object. 2、 Total amount of equity to be granted under the incentive plan
The number of stock options to be granted to incentive objects in the incentive plan is 7.56 million, accounting for about 4.00% of the total share capital of the company of 189 million shares on the date of publication of the draft incentive plan. This grant is a one-time grant without reserved rights and interests. Each stock option granted under the plan has the right to purchase RMB a ordinary shares of 1 equity company at the exercise price during the vesting period when the effective conditions and effective arrangements are met.
The stock option incentive plan for Kelin Environmental Protection Equipment Inc(002499) 2021 approved by the fifth extraordinary general meeting of the company in 2021 is still in implementation, and the number of subject shares still in effect is 11.34 million shares, accounting for 6.00% of the total share capital of the company on the date of publication of the draft incentive plan. The total number of underlying shares involved in the equity incentive plan within the validity period of the company does not exceed 10.00% of the total share capital of the company. The cumulative number of shares of the company granted by any incentive object in the incentive plan through the equity incentive plan within the whole validity period does not exceed 1.00% of the total share capital of the company. 3、 Relevant schedule of stock option incentive plan
(I) period of validity
The validity period of this incentive plan is from the date of stock option authorization to the date when all the stock options granted to the incentive object are exercised or cancelled, and the longest period shall not exceed 36 months.
(II) authorization date
After the incentive plan is deliberated and approved by the general meeting of shareholders of the company, the company will convene the board of directors in accordance with relevant regulations within 60 days, grant rights and interests to incentive objects, and complete registration, announcement and other relevant procedures. If the company fails to complete the above work within 60 days, it shall timely disclose the reasons for the failure and terminate the implementation of the incentive plan. According to the provisions of the administrative measures and the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – business handling, the period during which rights and interests cannot be granted shall not be counted within 60 days.
The stock option authorization date must be the trading day. If the date determined according to the above principles is a non trading day, the authorization date shall be postponed to the first trading day thereafter.
(III) waiting period
Different waiting periods are applicable to all stock options granted to incentive objects, which are calculated from the date of completion of authorization registration. The interval between the authorization date and the first vesting date shall not be less than 12 months.
(IV) vesting date
The incentive objects of the incentive plan can exercise their rights after the expiration of the waiting period. The vesting date must be the trading day within the validity of the incentive plan, but they shall not exercise their rights during the following periods:
1. Within 30 days before the announcement of the company’s annual report and semi annual report, if the announcement date is delayed due to special reasons, it shall be calculated from 30 days before the original scheduled announcement date;
2. Ten days before the announcement of the company’s quarterly report, performance forecast and performance express;
3. From the date of major events that may have a great impact on the trading price of the company’s shares and their derivatives or the date of entering the decision-making process to the date of disclosure according to law;
4. Other periods prescribed by the CSRC and the stock exchange.
The exercise arrangement of stock options granted by the incentive plan is shown in the table below:
Exercise arrangement
