Securities code: Changying Xinzhi Technology Co.Ltd(002664) securities abbreviation: Changying Xinzhi Technology Co.Ltd(002664) Shanghai Rongzheng Investment Consulting Co., Ltd
about
Changying Xinzhi Technology Co.Ltd(002664)
2022 stock option incentive plan
Adjustment and grant related matters
of
Independent financial advisor Report
March 2022
catalogue
1、 Interpretation 3 II. Statement 4 III. basic assumptions 5 IV. authorization and approval of this stock option incentive plan 6 v. differences between this grant and the incentive plan approved by the general meeting of shareholders 7 VI. opinions of independent financial adviser 7 (I) description of achievements of equity grant conditions 7 (II) award of the incentive plan 8 (III) description of the impact of the implementation of this incentive plan on the financial status and operating results of relevant years 9 (IV) concluding observations 9 VII. Documents for future reference and consultation methods 10 (I) documents for future reference 10 (II) consultation method 10 I. definitions 1. Listed companies, companies, Changying Xinzhi Technology Co.Ltd(002664) : refers to Changying Xinzhi Technology Co.Ltd(002664) 2. Equity incentive plan, incentive plan, and this plan: refers to the stock option incentive plan for Changying Xinzhi Technology Co.Ltd(002664) 2022 (Draft). 3. Stock options and options: the company grants the incentive object the right to purchase a certain number of shares of the company at a predetermined price within a fixed period in the future and on the premise of meeting the exercise conditions. 4 The total amount of stock options granted to the incentive object (including the share capital of the subsidiary company) on the same day as the consideration of the incentive plan by the shareholders' meeting: the total amount of stock options granted to the incentive object (including the share capital of the subsidiary company) on the 7th day of the merger of the incentive object (including the share capital of the issuer) and the next day of the approval of the incentive plan Validity period: from the date of grant of stock options to the date of exercise or cancellation of all stock options granted to the incentive object. 8. Exercise: the incentive object exercises the stock options it owns according to the stock option incentive plan. In this incentive plan, exercise is the incentive object's behavior of purchasing the subject stock according to the exercise price determined in this incentive plan. 9. Vesting date: the date on which the incentive object can start exercising, The vesting date must be the trading day. 10. Exercise price: the price at which the incentive object purchases the underlying stock determined in the incentive plan. 11. Exercise conditions: the conditions that the incentive object must meet to exercise the stock option according to the stock option incentive plan. 12. Company Law: Company Law of the people's Republic of China 13. Securities Law: Securities Law of the people's Republic of China 14 Administrative measures: Measures for the administration of equity incentives of listed companies 15. Guidelines for self regulatory supervision: guidelines for self regulatory supervision of listed companies of Shenzhen Stock Exchange No. 1 - business handling 16. Articles of association: Changying Xinzhi Technology Co.Ltd(002664) articles of association 17. CSRC: China Securities Regulatory Commission 18. Stock Exchange: Shenzhen Stock Exchange 19 Shenzhen Securities Depository and Clearing Co., Ltd.: RMB 20 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 advisor's report is based are provided by Changying Xinzhi Technology Co.Ltd(002664) and all parties involved in the plan have guaranteed to the independent financial advisor that all the documents and materials provided for issuing the independent financial advisor's report are legal, true, accurate, complete and timely, without any omission, false or misleading statements, and are responsible for their legitimacy, authenticity, 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 incentive plan is fair and reasonable to Changying Xinzhi Technology Co.Ltd(002664) shareholders and its impact on shareholders' rights and interests and the sustainable operation of the listed company. It does not constitute any investment suggestions for Changying Xinzhi Technology Co.Ltd(002664) and will not be responsible for the possible risks arising from any investment decisions made by investors based on this report.
(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 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 consultant conducted in-depth investigation on the matters involved in the incentive plan and carefully reviewed the relevant materials. The scope of the investigation includes the listed company's charter, salary management measures, resolutions of previous board of directors and general meetings of shareholders, the company's financial reports for the last three years and the latest period, the company's production and operation plans, etc, We have effectively communicated with relevant personnel of the listed company, issued this independent financial advisory report on this basis, and are responsible for the authenticity, accuracy and completeness of the report.
This report is prepared in accordance with the requirements of laws, regulations and normative documents such as the company law, the securities law and the administrative measures, 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 incentive plan are true and reliable;
(IV) there are no other obstacles to this incentive plan, and all agreements involved can be effectively approved and finally completed on schedule;
(V) all parties involved in this 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、 Authorization and approval of this stock option incentive plan 1. On January 24, 2022, the company held the 17th meeting of the 4th board of directors and the 16th meeting of the 4th board of supervisors, deliberated and adopted the proposal on the company's 2022 stock option incentive plan (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company's 2022 stock option incentive plan Proposal on requesting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the company's 2022 stock option incentive plan and other relevant proposals.
The independent directors of the company have expressed independent opinions on matters related to the equity incentive plan of the company.
2. From January 25, 2022 to February 7, 2022, the company publicized the names and positions of the incentive objects in the internal bulletin board of 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 8, 2022, the board of supervisors of the company issued the statement of the board of supervisors on the review opinions and publicity of the list of incentive objects in the 2022 stock option incentive plan. 3. On January 27, 2022, the company disclosed the self inspection report of the incentive object and insider of the incentive plan on the purchase and sale of the company's shares within 6 months before the disclosure of the incentive plan.
4. On February 14, 2022, the company held the first extraordinary general meeting of shareholders in 2022, deliberated and approved the proposal on the company's 2022 stock option incentive plan (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company's 2022 stock option incentive plan, the proposal on submitting the company's general meeting of shareholders to authorize the board of directors to handle matters related to the company's 2022 stock option incentive plan, and other relevant proposals, Authorize the board of directors to fully handle matters related to the incentive plan within the scope permitted by laws and regulations.
5. On March 16, 2022, the company held the 18th meeting of the 4th board of directors and the 17th meeting of the 4th board of supervisors, deliberated and approved the proposal on adjusting the list of incentive objects and the number of rights and interests granted under the 2022 stock option incentive plan, the proposal on granting stock options to incentive objects and other relevant proposals. The independent directors of the company have expressed independent opinions on the matters related to the grant of stock options involved in the incentive plan, and believe that the grant conditions specified in the incentive plan have been met, the subject qualification of the granted incentive object is legal and effective, and the determined grant date meets the relevant provisions. The independent financial adviser and legal adviser hired by the company gave professional opinions on the granting of stock options to incentive objects.
To sum up, the independent financial adviser believes that as of the date of issuance of this report, Changying Xinzhi Technology Co.Ltd(002664) this adjustment and grant has obtained the necessary approval and authorization, which is in line with the relevant provisions of the measures for the administration of equity incentive of listed companies and the company's 2022 stock option incentive plan (Draft).
5、 Differences between this grant and the incentive plan approved by the general meeting of shareholders
On March 16, 2022, the 18th meeting of the 4th board of directors and the 17th meeting of the 4th board of supervisors considered and approved the proposal on adjusting the list of incentive objects and the number of rights and interests granted under the 2022 stock option incentive plan and the proposal on granting stock option to incentive objects. In view of the fact that the incentive object pan Linshun no longer meets the qualification of the incentive object of this incentive plan due to his resignation, the company will withdraw a total of 30000 stock options to be granted to him. In 2022, the total number of stock option incentive objects granted by the stock option incentive plan was adjusted from 125 to 124, and the number of stock options granted was adjusted from 6.055 million to 5.975 million, accounting for 1.48% of the current share capital of the company.
In addition to the above adjustments, the content of this grant of the company is consistent with that deliberated and approved at the first extraordinary general meeting of shareholders in 2022.
After verification, the independent financial advisor believes that as of the date of issuance of this report, Changying Xinzhi Technology Co.Ltd(002664) the adjustment and grant of this incentive plan comply with the administrative measures, listing rules, self regulatory guidelines and relevant provisions of this incentive plan. 6、 Opinions of the independent financial adviser (I) description of the achievement of equity grant conditions
If the following granting conditions are met at the same time, the company shall grant stock options to the incentive object:
1. The company does not have any of the following circumstances
(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 adviser believes that as of the date of issuance of this report, Changying Xinzhi Technology Co.Ltd(002664) and its incentive objects have not been under any of the above circumstances, and the granting conditions of the company's stock option incentive plan have been met. (II) award of the incentive plan
1. Grant date of stock option: March 16, 2022
2. Objects and quantity of stock options granted:
Proportion of stock options granted to the total number of positions (10000) of the company in the incentive plan in the period of stock to be granted proportion of total share capital on the reporting day
Xu Zhenghui, director and general manager 20 3.35% 0.05%
Li Haiqiang, director and deputy general manager 16 2.68% 0.04%
reason
Chen Shihai, deputy general manager and director 16 2.68% 0.04%
Board Secretary
Chu Ruiming financial principal 16 2.68% 0.04%
Middle managers and core technology 529.5 88.62% 1.31%
(business) backbone (120 persons)
Total (124 persons) 597.50 100.00% 1.48%
Note: ① the shares of the company granted by any of the above incentive objects through all effective equity incentive plans do not exceed 1% of the total share capital of the company. The total number of subject shares involved in all effective incentive plans of the company shall not exceed 10% of the total share capital of the company.
② The incentive objects of this incentive plan do not include independent directors, supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the company's shares and their spouses, parents and children.
③ In the above table, the difference in mantissa between the sum of partial total and each detailed number is caused by rounding.
3. OK
