Securities abbreviation: Ningbo Zhenyu Technology Co.Ltd(300953) securities code: Ningbo Zhenyu Technology Co.Ltd(300953) Shanghai Rongzheng Investment Consulting Co., Ltd
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Ningbo Zhenyu Technology Co.Ltd(300953)
Restricted stock incentive plan for 2022
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Independent financial advisor Report
March 2022
catalogue
1、 Interpretation 3 II. Statement 5 III. basic assumptions 6 IV. main contents of the incentive plan 7 (I) scope and distribution of incentive objects 7 (II) number of restricted shares granted 8 (III) validity period, grant date and relevant time arrangement after the grant of restricted shares 8 (IV) the grant price of restricted shares and the determination method of the grant price 11 (V) conditions for granting and attribution of incentive plan 11 (VI) other contents of the incentive plan 15 v. opinions of independent financial adviser 16 (I) verification opinions on whether Ningbo Zhenyu Technology Co.Ltd(300953) 2022 restricted stock incentive plan complies with policies and regulations 16 (II) verification opinions on the feasibility of the company’s equity incentive plan 17 (III) verification opinions on the scope and qualification of incentive objects 17 (IV) verification opinions on the amount of equity granted under the equity incentive plan 17 (V) verification opinions on whether the listed company provides any form of financial assistance to the incentive object 18 (VI) verification opinions on the pricing method of the award price of the incentive plan (VII) check whether the equity incentive plan of the listed company damages the interests of all shareholders 19 (VIII) financial opinions on the implementation of equity incentive plan of the company 21 (IX) verification opinions on the impact of the company’s implementation of equity incentive plan on the sustainable operation ability and shareholders’ equity of listed companies 21 (x) opinions on the rationality of the performance appraisal system and methods of listed companies 22 (XI) others 22 (XII) other matters that should be explained 23 VI. documents for future reference and consultation methods 24 (I) documents for future reference 24 (II) consultation method 24 I. interpretation 1 Ningbo Zhenyu Technology Co.Ltd(300953) , the company and the company: refers to Ningbo Zhenyu Technology Co.Ltd(300953) . 2. Incentive plan, this incentive plan and this plan: refer to Ningbo Zhenyu Technology Co.Ltd(300953) 2022 restricted stock incentive plan (Draft). 3. General meeting of shareholders: refers to the general meeting of shareholders of the company. 4. Board of directors: refers to the board of directors of the company. 5. Board of supervisors: refers to the board of supervisors of the company. 6. Senior managers: the general manager, deputy general manager, financial director, Secretary of the board of directors and other personnel confirmed to hold important positions by the resolution of the board of directors specified in the articles of association are senior managers of the company. 7. Restricted shares and 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. 8. Incentive object: refers to the senior managers of the company who obtain restricted shares according to the incentive plan, the core managers of the company and its subsidiaries, the backbone of core technology (business) and other personnel deemed necessary by the board of directors. 9. 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. 10. Grant price: refers to the price of each restricted stock granted by the company to the incentive object. 11. Validity period: the period from the date of the first grant of restricted shares to the date when all the restricted shares granted to the incentive object are vested or invalid. 12. Ownership: refers to the behavior that the company registers the corresponding part of the shares in the account of the incentive object after the incentive object of the second type of restricted stock meets the benefit conditions. 13. Vesting date: after the restricted stock incentive object meets the benefit conditions, the date of completing the registration of the granted shares must be the trading day. 14. Attribution conditions: the restricted stock incentive plan is established, and the incentive object is the benefit conditions required to obtain the incentive stock. 15. Company Law refers to the company law of the people’s Republic of China. 16. Securities Law refers to the securities law of the people’s Republic of China. 17. Administrative measures: refers to the administrative measures for equity incentive of listed companies.
18. Listing Rules: refers to the Shenzhen Stock Exchange GEM Listing Rules (revised in December 2020). 19. Self regulatory guidelines: refers to the self regulatory guidelines for companies listed on the gem of Shenzhen Stock Exchange No. 1 – business handling. 20. Articles of association: refers to the Ningbo Zhenyu Technology Co.Ltd(300953) articles of association. 21. Assessment management measures: refers to the assessment management measures for the implementation of Ningbo Zhenyu Technology Co.Ltd(300953) 2022 restricted stock incentive plan. 22. CSRC and CSRC: refer to the China Securities Regulatory Commission. 23. Shenzhen Stock Exchange and stock exchange: refer to Shenzhen Stock Exchange. 24. Registration and Clearing Company: refers to Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. 25. RMB, ten thousand yuan: refers to RMB, ten thousand yuan.
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 Ningbo Zhenyu Technology Co.Ltd(300953) and all parties involved in the incentive plan have guaranteed to the independent financial adviser that all the documents and materials provided for issuing 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 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 Ningbo Zhenyu Technology Co.Ltd(300953) 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 Ningbo Zhenyu Technology Co.Ltd(300953) and does not bear the risks that may arise 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 restricted stock incentive plan publicly disclosed by the listed company.
(V) based on the principles of diligence, prudence and due diligence to all shareholders of the listed company, the independent financial consultant 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 listed companies, salary management measures, resolutions of relevant board of directors and general meeting of shareholders, financial reports of relevant companies, production and operation plans of the company, 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.
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 and the listing rules, 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 the 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、 Main contents of this incentive plan
Ningbo Zhenyu Technology Co.Ltd(300953) 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 Ningbo Zhenyu Technology Co.Ltd(300953) of , 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 restricted stock incentive plan. (I) scope and distribution of incentive objects
There are 153 incentive objects involved in the first award of the plan, including:
(I) senior management of the company;
(II) core management personnel and core technical (business) personnel of the company;
(III) other employees deemed necessary by the board of directors of the company.
The incentive objects involved in this incentive plan do not include independent directors, supervisors and foreign employees, nor do they include shareholders or actual controllers who individually or jointly hold more than 5% of the shares of the company and their spouses, parents and children. 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 work in the company and sign labor contracts, employment contracts or labor contracts when the company grants restricted shares and during the assessment period of the plan.
The incentive object of the reserved grant part shall be determined within 12 months after the incentive 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 accurately disclose the relevant information of the incentive object on the designated website in time 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 list of incentive objects of the plan and the distribution of restricted shares among incentive objects are as follows:
Restricted shares granted account for the proportion of this incentive plan
Name number of job tickets share capital on the date of announcement of granting restricted shares
Proportion of total (10000 shares)
Zhou Maowei, deputy general manager 3.50 0.82% 0.04%
Core management personnel, core technology (industry)
Staff and the board of directors think it is necessary to stimulate 399.30%, 93.89% and 4.29%
Other personnel (152 persons)
Reserved part 22.50 5.29% 0.24%
Total 425.30 100.00% 4.57%
Note: 1. The incentive objects of this plan do not include independent directors and supervisors.
2. The cumulative number of shares of the company granted by any incentive object through all equity incentive plans within the validity period shall 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.
3. The basis for determining the reserved incentive object refers to the basis for the first grant. The company shall specify the grant object of the reserved restricted shares within 12 months after the plan is reviewed 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 object as required. If the incentive object is not specified for more than 12 months, the reserved rights and interests shall become invalid. (II) number of restricted shares granted
1. Stock source of this incentive plan
The second type of restricted stock involved in the plan comes from Ningbo Zhenyu Technology Co.Ltd(300953) a ordinary shares issued by the company to the incentive object.
2. Number of restricted shares granted
The total amount of class II restricted shares to be granted to incentive objects in the plan is 4253000 shares, accounting for 4.57% of the total share capital of the company at the time of announcement of the draft incentive plan. Among them, 4028000 shares were granted for the first time, accounting for 4.33% of the company’s total share capital of 93.08 million shares when the incentive plan was announced, and 94.71% of the total equity granted this time; 225000 shares are reserved, accounting for 0.24% of the company’s total share capital of 93.08 million shares when the incentive plan is announced, and the reserved part accounts for 5.29% of the total equity granted this time. The total number of subject shares involved in all equity incentive plans within the validity period of the company does not exceed 20% of the total share capital of the company. The cumulative number of company shares granted by any incentive object of the plan through all equity incentive plans within the validity period does not exceed 1% of the total share capital of the company. (III) validity period, grant date and relevant time arrangement after the grant of restricted shares
1. Validity period of this incentive plan
The validity period of this incentive plan shall be no more than 84 months from the date of the first grant of restricted shares to the date when all the restricted shares granted to the incentive object are vested or invalid.
2. Grant date of this incentive plan
The incentive plan shall be submitted to the general meeting of shareholders of the company on the grant date of the plan
