Securities code: Sinoma International Engineering Co.Ltd(600970) securities abbreviation: Sinoma International Engineering Co.Ltd(600970) Shanghai Rongzheng Investment Consulting Co., Ltd
about
Sinoma International Engineering Co.Ltd(600970)
Restricted stock incentive plan for 2021
Matters related to adjustment and initial grant
of
Independent financial consultant
March 2022
catalogue
1、 Interpretation 3 II. Statement 4 III. basic assumptions 5 IV. approval procedures of this incentive plan 6 v. opinions of independent financial consultant eight
(I) description of the achievement of equity grant conditions eight
(II) grant and adjustment of restricted shares 8 (III) description of the impact of the implementation of this incentive plan on the financial status and operating results of relevant years ten
(IV) concluding observations 11 I. interpretation in this independent financial consultant report, unless the context specifies, the following abbreviations have the following meanings: Sinoma International Engineering Co.Ltd(600970) , the company refers to Sinoma International Engineering Co.Ltd(600970)
This plan refers to Sinoma International Engineering Co.Ltd(600970) 2021 restricted stock incentive plan
According to the conditions and prices specified in the incentive plan, the company grants a certain number of restricted shares to the incentive object, which refer to the company’s shares. These shares are set with a certain period of restricted sales period. The restricted sales and circulation can be lifted only after the conditions for lifting the restricted sales specified in the incentive plan are met.
Incentive objects refer to employees who are eligible to receive a certain number of restricted shares in accordance with the provisions of the plan
The 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
The grant price refers to the price of each restricted stock granted by the company to the incentive object
The term of validity refers to the period from the completion of the registration of the first grant of restricted shares to the expiration of the restricted stock release period or the completion of the repurchase cancellation
The restricted sale period refers to the period during which the restricted shares granted to the incentive object under the plan are prohibited from being transferred, used for guarantee and debt repayment
The 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 plan are met
The date of lifting the restriction on sale refers to the date on which the restricted shares held by the incentive object are lifted after the conditions for lifting the restriction on sale specified in the plan are met
The conditions for lifting the restrictions on sale refer to the conditions that must be met for the restricted shares obtained by the incentive object to be lifted according to the plan
CSRC refers to the China Securities Regulatory Commission
SASAC refers to the state owned assets supervision and Administration Commission of the State Council
Stock exchange refers to Shanghai Stock Exchange
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 Trial Measures refer to the Trial Measures for the implementation of equity incentive by state-controlled listed companies (domestic)
Document No. 171 refers to the notice on issues related to regulating the implementation of equity incentive system by state-owned holding listed companies (gzffd [2008] No. 171)
The guidelines refer to the guidelines for the implementation of equity incentive by listed companies controlled by central enterprises (gzkp [2020] No. 178)
The articles of association refers to the Sinoma International Engineering Co.Ltd(600970) articles of association
Yuan means RMB 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 adviser’s report is based are provided by Sinoma International Engineering Co.Ltd(600970) and all parties involved in the 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 Sinoma International Engineering Co.Ltd(600970) 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 Sinoma International Engineering Co.Ltd(600970) 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、 Approval procedures of this incentive plan
Sinoma International Engineering Co.Ltd(600970) 2021 restricted stock incentive plan has fulfilled the necessary approval procedures:
1. On December 20, 2021, the company held the 10th meeting (Interim) of the seventh board of directors, deliberated and adopted the company’s 2021 restricted stock incentive plan (Draft) and its summary, the company’s 2021 restricted stock incentive plan management measures, the company’s 2021 restricted stock incentive plan implementation assessment management measures Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s restricted stock incentive plan in 2021 and other relevant proposals. The independent directors of the company express independent opinions on whether the incentive plan is conducive to the sustainable development of the company and whether there is any situation damaging the interests of the company and all shareholders. On the same day, the company held the 10th meeting of the 7th board of supervisors, which deliberated and approved the company’s 2021 restricted stock incentive plan (Draft) and its summary, the company’s 2021 restricted stock incentive plan management measures, the company’s 2021 restricted stock incentive plan implementation assessment management measures, the company’s 2021 restricted stock incentive plan first granted incentive object list and other relevant proposals.
2. On February 18, 2022, the company held the 12th meeting (Provisional) of the seventh board of directors, which deliberated and adopted the company’s 2021 restricted stock incentive plan (Revised Draft) and its abstract, the company’s 2021 restricted stock incentive plan management measures (Revised Draft), and the company’s 2021 restricted stock incentive plan implementation assessment management measures (Revised Draft). The independent directors of the company express independent opinions on whether the incentive plan is conducive to the sustainable development of the company and whether there is any situation damaging the interests of the company and all shareholders. On the same day, the company held the 12th meeting of the 7th board of supervisors, deliberated and adopted the company’s 2021 restricted stock incentive plan (Revised Draft) and its abstract, the company’s 2021 restricted stock incentive plan management measures (Revised Draft), and the company’s 2021 restricted stock incentive plan implementation assessment management measures (Revised Draft) List of incentive objects first granted by the company’s restricted stock incentive plan in 2021 (Revised Version).
3. On March 1, 2022, the company issued the announcement of Sinoma International Engineering Co.Ltd(600970) on the approval of the 2021 restricted stock incentive plan by the state owned assets supervision and Administration Commission of the State Council (temporary 2022019), and the company received the reply of the state owned assets supervision and Administration Commission of the State Council (hereinafter referred to as “the state owned assets supervision and Administration Commission”) on Sinoma International Engineering Co.Ltd(600970) implementation of the restricted stock plan (Guo Zi kaofen [2022] No. 60) forwarded by China Building Materials Group Co., Ltd, SASAC agrees in principle that the company will implement the restricted stock incentive plan.
4. From February 22, 2022 to March 3, 2022, the company publicized the names and positions of the incentive objects to be granted this time. As of the expiration of the publicity period, the board of supervisors of the company has not received any objection from any employee to the list of proposed incentive objects; On March 9, 2022, the company disclosed the verification opinions and publicity statement of the board of supervisors on the list of incentive objects first granted by the company’s restricted stock incentive plan in 2021.
5. On March 16, 2022, the third extraordinary general meeting of the company in 2022 reviewed and approved the company’s 2021 restricted stock incentive plan (Revised Draft) and its abstract, the company’s 2021 restricted stock incentive plan management measures (Revised Draft), the company’s 2021 restricted stock incentive plan implementation assessment management measures (Revised draft) Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s restricted stock incentive plan in 2021. The company’s implementation of the incentive plan was approved, and the board of directors was authorized to determine the grant date of restricted shares, grant restricted shares to incentive objects when meeting the conditions, and handle all matters necessary for the grant of restricted shares, and disclosed the self inspection report on insider trading of company shares in 2021 restricted stock incentive plan.
6. On March 24, 2022, the company held the 14th meeting (temporary) of the 7th board of directors and the 14th meeting of the 7th board of supervisors, which deliberated and approved the proposal on adjusting the list of incentive objects and the number of rights and interests granted for the first time by the company’s 2021 restricted stock incentive plan and the proposal on granting restricted shares to the incentive objects of the company’s 2021 restricted stock incentive plan for the first time. The independent directors of the company issued independent opinions, and the board of supervisors issued verification opinions, believing that the conditions for the first grant of restricted shares have been met, the subject qualification of the granted incentive object is legal and valid, and the determined grant date meets the relevant regulations.
To sum up, we believe that as of the date of issuance of this report, the adjustment of relevant matters of Sinoma International Engineering Co.Ltd(600970) incentive plan and the first grant of relevant matters have obtained the necessary approval and authorization, which is in line with the relevant provisions of the management measures and the company’s restricted stock incentive plan in 2021.
5、 Opinions of the independent financial adviser (I) description of the achievement of the conditions for granting rights and interests
1. Sinoma International Engineering Co.Ltd(600970) there are no circumstances in which the equity incentive plan cannot be implemented as stipulated in the administrative measures: (1) the financial accounting report of the latest fiscal year was issued with a negative opinion or an audit report with no opinion by the 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) Circumstances where equity incentive is prohibited by 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.
3. Requirements for individual performance appraisal of incentive objects
The individual performance appraisal of the incentive object in 2020 is good or above.
After verification, neither the company nor the incentive object has any of the above circumstances. The individual performance of the incentive object meets the award conditions, and the award conditions of the incentive plan have been achieved. (II) grant and adjustment of restricted shares
1. Grant date: March 24, 2022
2. Number of shares granted: 48.383 million shares
3. Number of persons granted: 198
4. Award price: 5.97 yuan/
