Securities abbreviation: Shenzhen Refond Optoelectronics Co.Ltd(300241) securities code: Shenzhen Refond Optoelectronics Co.Ltd(300241) Shanghai Rongzheng Investment Consulting Co., Ltd
about
Shenzhen Refond Optoelectronics Co.Ltd(300241) 2022 stock option and restricted stock incentive plan (Draft)
of
Independent financial advisor Report
March 2022
catalogue
1、 Interpretation 3 II. Statement 5 III. basic assumptions 6 IV. basic contents of this stock option and restricted stock incentive plan 7 (I) scope of incentive objects 7 (II) stock source, quantity and distribution of stock options and restricted stock incentive plans 8 (III) validity period, authorization / grant date and relevant time arrangement after grant of stock option and restricted stock incentive plan 9 (IV) exercise / grant price of stock options and restricted stocks 12 (V) assessment of incentive plan 13 (VI) other contents of the incentive plan 17 v. opinions of independent financial adviser 18 (I) verification opinions on whether the restricted stock and stock option incentive plan comply with the policies and regulations 18 (II) verification opinions on the feasibility of the company’s equity incentive plan 19 (III) verification opinions on the scope and qualification of incentive objects 19 (IV) verification opinions on the amount of equity granted under the equity incentive plan 20 (V) verification opinions on whether the listed company provides any form of financial assistance to the incentive object 20 (VI) verification opinions on whether the equity incentive plan damages the interests of the listed company and all shareholders 20 (VII) financial opinions on the implementation of equity incentive plan of the company 22 (VIII) 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 (IX) opinions on the rationality of the performance appraisal system and methods of listed companies 22 (x) others 23 (XI) 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, Shenzhen Refond Optoelectronics Co.Ltd(300241) : refers to Shenzhen Refond Optoelectronics Co.Ltd(300241) . 2. Independent financial consultant: Shanghai Rongzheng Investment Consulting Co., Ltd. 3. Independent financial advisory report: independent financial advisory report of Shanghai Rongzheng Investment Consulting Co., Ltd. on the 2022 stock option and restricted stock incentive plan (Draft) of Shenzhen Ruifeng optoelectronics Co., Ltd. 4. Equity incentive plan, incentive plan and this plan: refers to the Shenzhen Refond Optoelectronics Co.Ltd(300241) 2022 stock option and restricted stock incentive plan (Draft). 5. Stock option: the company grants the incentive object the right to purchase a certain number of shares of the company at a predetermined price and conditions within a certain period of time in the future. 6. Restricted shares: the company grants a certain number of company shares to the incentive object according to the conditions and prices specified in the plan. These shares are set with a certain period of restricted sale period. The restricted sale and circulation can be lifted only after the conditions for lifting the restricted sale specified in the plan are met. 7. Incentive objects: directors, senior managers, core management backbone and core technology (business) backbone of the company who obtain stock options / restricted shares in accordance with the provisions of the plan. 8. Term of validity: from the date of the first authorization of stock options or the completion of the registration of the grant of restricted shares to the date of the exercise or cancellation of all stock options and the completion of the lifting of restrictions on the sale or repurchase of restricted shares. 9. Authorization date and grant date: the date on which the company grants rights and interests to the incentive object. The authorization / grant date must be the trading day. 10. Waiting period: the period between the authorization date of stock option and the vesting date of stock option. 11. Exercise: the incentive object exercises its own stock options according to the plan. In the plan, exercise is the incentive object’s purchase of the underlying shares according to the conditions set in the plan. 12. Vesting date: the date on which the incentive object can start exercising the right. The vesting date must be the trading day. 13. Exercise price: the price at which the incentive object purchases the company’s shares determined in the plan. 14. Exercise conditions: the conditions that must be met for the incentive object to exercise the stock option according to the stock option incentive plan. 15. Grant price: refers to the price of each restricted stock granted by the company to the incentive object. 16. Restricted sale period: refers to the restricted shares granted by the incentive object according to the incentive plan are prohibited from being transferred and used
Period for guaranteeing and repaying debts. 17. Release period: refers to the period during which the restricted shares held by the incentive object can be released and listed for circulation after the release conditions specified in the incentive plan are met. 18. Conditions for lifting the restriction on sales: according to the plan, the conditions that must be met for the restricted shares obtained by the incentive object to be lifted. 19. Company Law: Company Law of the people’s Republic of China 20 Securities Law: Securities Law of the people’s Republic of China 21 Administrative measures: refers to the measures for the administration of equity incentive of listed companies Listing Rules: refers to the Shenzhen Stock Exchange GEM Listing Rules (revised in December 2020) Self regulatory guidelines: self regulatory guidelines for companies listed on the growth enterprise market of Shenzhen Stock Exchange No. 1 – business handling 24 Articles of association: refers to the Shenzhen Refond Optoelectronics Co.Ltd(300241) articles of association CSRC: refers to the China Securities Regulatory Commission. 26. Stock Exchange: refers to Shenzhen Stock Exchange. 27. RMB: refers to RMB.
2、 Statement
The independent financial advisor hereby makes the following statement on this report:
（1） The documents and materials on which the independent financial adviser’s report is based are provided by Shenzhen Refond Optoelectronics Co.Ltd(300241) 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 are responsible for their legality, authenticity, accuracy, completeness and timeliness. The independent financial advisor does not assume any risk liability arising therefrom.
（2） The independent financial adviser only gives opinions on whether the stock option and restricted stock incentive plan is fair and reasonable to Shenzhen Refond Optoelectronics Co.Ltd(300241) 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 Shenzhen Refond Optoelectronics Co.Ltd(300241) and the independent financial adviser is not responsible for the risks that may arise from any investment decisions made by investors based on this report.
（3） 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.
（4） The independent financial adviser urges all shareholders of the listed company to carefully read the relevant information about the stock option and restricted stock incentive plan publicly disclosed by the listed company.
（5） Based on the principles of diligence, prudence and due diligence to all shareholders of the listed company, the independent financial adviser conducted in-depth investigation on the matters involved in the stock option and 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 previous board of directors and general meeting of shareholders, financial reports of the company in the last three years and the latest issue The company’s production and operation plan, 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 stock option and restricted stock incentive plan are true and reliable;
(IV) there are no other obstacles to the stock option and restricted stock incentive plan, and all agreements involved can be effectively approved and finally completed on schedule;
(V) all parties involved in this stock option and 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、 Basic contents of this stock option and restricted stock incentive plan
Shenzhen Refond Optoelectronics Co.Ltd(300241) the incentive plan of stock option and restricted stock in 2022 is formulated by the salary and assessment committee under the board of directors of listed companies. According to the current policy environment in China and the actual situation of Shenzhen Refond Optoelectronics Co.Ltd(300241) of , stock option and restricted stock incentive plan are adopted for the incentive objects of the company. The independent financial adviser will give professional opinions on the stock option and restricted stock incentive plan. (I) scope of incentive objects
A total of 679 incentive objects were granted for the first time, including:
(I) directors and senior managers;
(II) core management backbone;
(III) core technology (business) backbone.
The above incentive objects 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.
Among the above incentive objects, directors must be elected by the general meeting of shareholders of the company, and senior managers must be appointed by the board of directors of the company. All incentive objects must work in the company or subsidiaries and sign labor contracts or employment contracts within the validity of this incentive plan.
As the core management backbone of the company, the foreign employees among the incentive objects have played a key role in the production and operation of the company. Their inclusion in this incentive plan will be more conducive to promoting the construction and stability of the company’s core talent team, so as to contribute to the long-term development of the company. Therefore, it is necessary and reasonable for the incentive plan to take foreign employees as the incentive object, which is in line with the actual situation and development needs of the company and the provisions of relevant laws and regulations.
The incentive objects of the reserved grant part shall be determined within 12 months after the plan is considered and approved by the general meeting of shareholders. After the proposal of the board of directors, the explicit opinions of the independent directors and the board of supervisors, the professional opinions of lawyers and the legal opinions are issued, the company shall timely and accurately disclose the relevant information of the incentive objects on the designated website as required. If the incentive object is not specified for more than 12 months, the reserved rights and interests shall become invalid. The criteria for determining the reserved incentive object shall be determined with reference to the criteria for the first award.
The incentive object does not have the following circumstances that cannot be the incentive object:
(1) Being identified as an inappropriate candidate by the stock exchange within the last 12 months;
(2) Those who have been identified as inappropriate candidates by the CSRC and its dispatched offices within the last 12 months;
(3) Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations within 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.
(II) stock source, quantity and distribution of stock options and restricted stock incentive plans
1. Stock source of this incentive plan
The incentive plan includes stock option incentive plan and restricted stock incentive plan. Its stock source is the company’s A-share common stock issued to the incentive object.
2. Number of awards under this incentive plan
The plan plans to grant 35.92 million shares of equity to the incentive objects, accounting for 5.25% of the company’s total share capital of 684835713 shares at the time of announcement of the plan. Among them, 33373800 shares were granted for the first time, accounting for 92.91% of the total equity to be granted under the plan and 4.87% of the total capital stock of the company at the time of announcement of the plan; 2546200 shares are reserved, accounting for 7.09% of the total equity to be granted under the plan and 0.37% of the company’s total share capital of 684835713 shares at the time of announcement of the plan. The details are as follows:
Stock option incentive plan: the company plans to grant 35 million stock options to incentive objects, accounting for 5.11% of the company’s total share capital of 684835713 shares at the time of announcement of the plan. Among them, 32453800 shares were granted for the first time, accounting for 92.73% of the total number of options to be granted under the plan and 4.74% of the total share capital of the company at the time of announcement of the plan; 2546200 shares are reserved, accounting for 7.27% of the total number of options to be granted in the plan and 0.37% of the total share capital of the company at the time of announcement of the plan.
Restricted stock incentive plan: the company plans to grant 92000 restricted shares to incentive objects, accounting for 0.13% of the company’s total share capital of 684835713 shares at the time of announcement of the plan. The grant of restricted shares is a one-time grant without reserved rights and interests.
(1) The distribution of stock options granted among incentive objects is shown in the table below:
The proportion of stock period granted to the number of options granted to the number of nationality and position rights of the public serial number of the plan (the proportion of the total number of 10000 is the total share capital at the time of reporting)
