Securities abbreviation: Shen Zhen Australis Electronic Technology Co.Ltd(300940) securities code: Shen Zhen Australis Electronic Technology Co.Ltd(300940)
Shanghai Rongzheng Investment Consulting Co., Ltd
about
Shen Zhen Australis Electronic Technology Co.Ltd(300940)
2022 restricted stock incentive plan (Draft)
Independent financial advisor Report
March 2022
catalogue
1、 Interpretation 3 II. Statement 5 III. basic assumptions 6 IV. main contents of this restricted stock incentive plan 7 (I) scope and distribution of incentive objects 7 (II) number of restricted shares granted 9 (III) validity period, grant date, restriction period, lifting of restriction arrangement and lock up period of class I restricted shares 9 (IV) validity period, grant date, ownership arrangement and lock up period of class II restricted shares 11 (V) grant and release of restricted shares / vesting conditions 13 (VI) the granting price of restricted shares and the determination method of the granting price 15 (VII) other contents of the incentive plan 16 v. opinions of independent financial advisor 17 (I) verification opinions on whether Shen Zhen Australis Electronic Technology Co.Ltd(300940) 2022 restricted stock incentive plan complies with policies and regulations 17 (II) verification opinions on the feasibility of the company’s equity incentive plan 18 (III) verification opinions on the scope and qualification of incentive objects 18 (IV) verification opinions on the amount of equity granted under the equity incentive plan 19 (V) verification opinions on whether the listed company provides any form of financial assistance to the incentive object 19 (VII) verification opinions on whether the equity incentive plan damages the interests of the listed company and all shareholders 20 (VIII) financial opinions on the implementation of equity incentive plan of the company 21 (IX) opinions on the impact of the company’s implementation of equity incentive plan on the sustainable operation ability and shareholders’ equity of listed companies 22 (x) opinions on the rationality of the performance appraisal system and methods of listed companies 22 (XI) others 23 (XII) other matters that should be explained 24 VI. documents for future reference and consultation methods 25 (I) documents for future reference 25 (II) consultation method 25 I. interpretation 1 Listed company, company, Shen Zhen Australis Electronic Technology Co.Ltd(300940) : refers to Shen Zhen Australis Electronic Technology Co.Ltd(300940) . 2. Equity incentive plan, restricted stock incentive plan, this incentive plan and this plan: refer to the 2022 restricted stock incentive plan (Draft) of Shenzhen Antarctic Optoelectronics Technology Co., Ltd. 3. Class I restricted shares: the company grants a certain number of company shares to the incentive object according to the conditions and prices specified in the incentive plan. These shares are set with a certain period of restricted sale period. The restricted sale flow can be lifted only after the conditions for lifting the restricted sale specified in the incentive plan are met. 4. Class II restricted shares: 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. 5 Total share capital: refers to the total issued share capital of the company when the plan is considered and approved by the general meeting of shareholders of the company. 6. Incentive objects: directors, senior managers, middle-level managers, core technology (business) backbone and other personnel deemed necessary by the board of directors who can obtain restricted shares in accordance with the provisions of the plan. 7 Grant date: refers to the date on which the company grants restricted shares to incentive objects. 8. Grant price: refers to the price of each restricted stock granted by the company to the incentive object. 9. Term of validity: the period from the date of completion of the registration of class I restricted shares or the date of grant of class II restricted shares to the date when all the restricted shares granted to the incentive object are released from the restriction / ownership or the cancellation / invalidation of repurchase 10 Restricted sale period: the period during which the class I restricted shares granted to the incentive object under the incentive plan are prohibited from being transferred, used for guarantee and debt repayment. 11. Release period: the period during which the restricted shares of class I held by the incentive object can be released and listed for circulation after the release conditions specified in the incentive plan are met. 12. Conditions for lifting the restriction on sales: according to the incentive plan, the conditions that must be met for the incentive object to obtain the first type of restricted shares to lift the restriction on sales. 13. Ownership: refers to the behavior of the listed company to register the shares in the account of the incentive object after the incentive object of the second type of restricted stock meets the benefit conditions. 14. Attribution conditions: the incentive object established by the restricted stock incentive plan is the benefit conditions required to obtain the second type of restricted incentive stock. 15. Vesting date: after the incentive object of the second type of restricted stock meets the benefit conditions, the date of completing the registration of the granted shares must be the trading day. 16. Company Law: refers to the company law of the people’s Republic of China
17. Securities Law: refers to the securities law of the people’s Republic of China Administrative measures: refers to the administrative measures for equity incentive of listed companies Listing Rules: refers to the Shenzhen Stock Exchange GEM Listing Rules 20 Self regulatory guidelines: refers to the self regulatory guidelines for companies listed on the gem of Shenzhen Stock Exchange No. 1 – business handling 21 Articles of association: refers to the Shen Zhen Australis Electronic Technology Co.Ltd(300940) articles of association CSRC: refers to the China Securities Regulatory Commission. 23. Stock Exchange: refers to Shenzhen Stock Exchange. 24. 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 Shen Zhen Australis Electronic Technology Co.Ltd(300940) 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 adviser shall not bear 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 Shen Zhen Australis Electronic Technology Co.Ltd(300940) 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 Shen Zhen Australis Electronic Technology Co.Ltd(300940) 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, 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 requirements of laws, regulations and normative documents such as the company law, the securities law, the administrative measures, the listing rules and the guide to self regulatory supervision, 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;
(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、 Main contents of this restricted stock incentive plan
Shen Zhen Australis Electronic Technology Co.Ltd(300940) the restricted stock incentive plan for 2022 is formulated by the remuneration and assessment committee under the board of directors of the listed company. According to the current policy environment in China and the actual situation of Shen Zhen Australis Electronic Technology Co.Ltd(300940) , the restricted stock incentive plan is implemented for the incentive objects of the company. This report of the independent financial adviser will give professional opinions on this incentive plan. (I) scope and distribution of incentive objects
1. The total number of incentive objects involved in this incentive plan is 123, including:
(1) Directors and senior managers;
(2) Middle managers and core technical (business) backbone;
(3) Other personnel that the board of directors deems necessary to be encouraged (middle and senior managers who bear the main management responsibility for the company and departments and technical (business) backbones that the board of directors deems have a direct impact on the company’s business performance and future development, excluding independent directors and supervisors).
Among the above incentive objects, directors and senior managers must be elected by the general meeting of shareholders or appointed by the board of directors of the company. All incentive objects must have employment, employment or labor relations with the company when the company grants restricted shares and within the assessment period specified in the incentive plan.
2. Distribution of restricted shares granted by the incentive plan among incentive objects
The incentive plan plans to grant a total of 3.4242 million shares to the incentive objects, accounting for about 2.89% of the company’s total share capital of 1184257 million shares at the time of announcement of the draft incentive plan.
Among them, the first type of restricted shares to be granted to the incentive object in the incentive plan is 684800 shares, accounting for 0.58% of the total capital stock of the company at the time of announcement of the draft incentive plan, and 20% of the total rights and interests to be granted in the incentive plan.
The second type of restricted shares to be granted to the incentive objects in the incentive plan is 2.7394 million shares, accounting for 2.31% of the total share capital of the company at the time of announcement of the draft incentive plan and 80% of the total equity to be granted in the incentive plan.
The specific restrictions on the distribution of shares are as follows:
(1) Class I restricted stock
The first type of restrictive incentive granted to the first type of job
Ratio of the number of restricted shares to the total number of shares to the total daily share capital of the planned announcement (10000 shares)
1、 Directors and senior management
1 Zhao Chuanmiao, director of China 6.00 1.75% 0.05%
2 Peng Congming, director and deputy general manager of China 3.10 0.90% 0.03%
3 Huang Lihua, CFO of China 1.34 0.39% 0.01%
4 Jiang Liqun, deputy general manager of China and Secretary of the board of directors
Subtotal 11.34 3.31% 0.10%
2、 Other incentive objects
57.15%, 16.69% and 0.48% (119 persons) of other personnel considered by the board of directors to need incentive
Total 68.48 20.00% 0.58%
Note: 1. The cumulative number of shares of the company granted by any of the above incentive objects through all the equity incentive plans within the validity period does 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 shares
20% of the total share capital of the company when the incentive plan is submitted to the general meeting of shareholders for deliberation.
2. The above incentive objects do not include independent directors, supervisors, shareholders who individually or jointly hold more than 5% of the shares of the company and the spouses, parents and children of the actual controllers of the listed company.
3. The difference in mantissa between the sum of the above total data and each detailed number is caused by rounding.
(2) Class II restricted stock
Accounting for the second proportion of the total number of restricted shares granted by this incentive plan to the total number of restricted shares granted by name, nationality and position on the announcement date (total share capital of 10000 cases)
