Shenzhen Tashan Enterprise Management Consulting Co., Ltd
Independent financial consultant's report on the adjustment of stock option incentive plan and reserved grant matters in Shenzhen Capol International&Associatesco.Ltd(002949) 2021
March, 2002
catalogue
interpretation...... 2 declare that 3 I. review procedures and information disclosure of the incentive plan 4 II. Adjustment instructions on matters related to the incentive plan 6. III. this grant 8 IV. opinions of independent financial consultant 11 v. documents and places for future reference twelve
interpretation
In this report, unless the context otherwise requires, the following words have the following meanings:
Shenzhen Capol International&Associatesco.Ltd(002949) . The company refers to Shenzhen Capol International&Associatesco.Ltd(002949) (Securities abbreviation: Huayang International; securities code: Shenzhen Capol International&Associatesco.Ltd(002949) )
Equity incentive plan and stock option incentive plan refer to Shenzhen Capol International&Associatesco.Ltd(002949) 2021 stock term incentive plan and this incentive plan
Equity incentive plan (Draft) refers to the stock option incentive plan (Draft) of Shenzhen Capol International&Associatesco.Ltd(002949) 2021
Report of Shenzhen Tashan Enterprise Management Consulting Co., Ltd. on Shenzhen Huayang independent financial consultant. This report refers to the independent financial consultant's report on the adjustment and reserved granting of stock option incentive plan of International Engineering Design Co., Ltd. in 2021
The option refers to the company's right to purchase a certain number of shares within a certain period of time
Incentive object refers to the personnel that the board of directors of the Company deems necessary to be encouraged
Grant date refers to the date on which the company grants stock options to incentive objects, and the grant date must be the trading day
The exercise price refers to the price at which the incentive object purchases the company's shares as determined in the incentive plan
The period during which the conditions for the incentive object to exercise the stock option set in the incentive plan have not yet waited for the achievement of the expected index shall be calculated from the date of completing the registration of the stock option granted to the incentive object
Exercise period refers to the period during which the stock options held by the incentive object can be exercised after the exercise conditions set in the incentive plan are met
Exercise conditions refer to the conditions that must be met by the incentive object to exercise stock options according to the provisions of this incentive plan
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 articles of association refers to the Shenzhen Capol International&Associatesco.Ltd(002949) articles of association
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shenzhen Stock Exchange
The independent financial consultant refers to Shenzhen Tashan Enterprise Management Consulting Co., Ltd
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
Statement
He Shan consulting is entrusted to act as an independent financial consultant for the stock option incentive plan of Shenzhen Capol International&Associatesco.Ltd(002949) 2021 and issue this report. For the issuance of this report, the independent financial advisor hereby makes the following statement:
1. This report is prepared in accordance with the company law, the securities law, the administrative measures and other laws, regulations and normative documents, and based on the relevant materials and information provided by the company. The company has guaranteed that the relevant materials and information provided about the incentive plan are true, accurate and complete, and there are no false records, misleading statements or major omissions.
2. The independent financial adviser only gives professional opinions on the feasibility of the incentive plan, whether it is conducive to the sustainable development of the listed company, whether it damages the interests of the listed company and its impact on the interests of shareholders. It does not constitute any investment suggestions for the listed company. The independent financial adviser will not be responsible for the possible risks arising from any investment decisions made by investors according to this report.
3. The opinions expressed in this report are based on the following assumptions: there is no significant change in the current relevant national laws, regulations and policies; There is no significant change in the market, economic and social environment of the region and industry where the company is located; The materials and information provided by the company are true, accurate and complete; All parties involved in this incentive plan can fully and properly perform all obligations in good faith in accordance with the terms of this incentive plan and relevant agreements; The incentive plan has no other obstacles and can be completed smoothly; There are no other force majeure and unpredictable factors causing significant adverse effects. 4. The independent financial consultant issues this report in accordance with the principles of objectivity, impartiality and good faith. This report is only for the purpose of the company's implementation of this incentive plan and shall not be used for any other purpose.
1、 Review procedures and information disclosure of the incentive plan
The second meeting of the 19th board of directors was held on March 29, 2021, The proposal on the company's 2021 stock option incentive plan (Draft) and its summary, the proposal on the management measures for the implementation and assessment of the company's 2021 stock option incentive plan, the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive, the proposal on convening the second extraordinary general meeting of shareholders in 2021 and other proposals were deliberated and passed. The independent directors have expressed independent opinions on the relevant proposals.
2. On March 29, 2021, the company held the 20th meeting of the second board of supervisors, deliberated and approved the proposal on the company's stock option incentive plan (Draft) in 2021 and its summary, the proposal on the measures for the implementation and assessment of the company's stock option incentive plan in 2021, and the proposal on verifying the list of incentive objects of the stock option incentive plan in 2021.
3. From March 30, 2021 to April 8, 2021, the company internally publicized the names and positions of the incentive objects determined in the incentive plan. During the publicity period, the board of supervisors of the company did not receive any objection and no feedback record. On April 10, 2021, the company disclosed the announcement and verification opinions of the board of supervisors on the list of incentive objects of the 2021 stock option incentive plan.
4. On April 15, 2021, the company held the second extraordinary general meeting of shareholders in 2021, deliberated and approved the proposal on the company's stock option incentive plan in 2021 (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company's stock option incentive plan in 2021, and the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive.
5. On April 15, 2021, the company held the 20th meeting of the second board of directors and the 21st Meeting of the second board of supervisors, deliberated and adopted the proposal on granting stock options to incentive objects for the first time, and independent directors have expressed independent opinions on this proposal.
6. On April 16, 2021, the company disclosed the self inspection report on the trading of the company's shares by insiders and incentive objects of the 2021 stock option incentive plan.
7. On May 15, 2021, the company disclosed the announcement on the completion of the registration of the first grant of stock option incentive plan in 2021. The number of stock options granted and registered for the first time was 6.19 million.
8. On August 17, 2021, the company held the 23rd Meeting of the second board of directors and the 24th Meeting of the second board of supervisors respectively, deliberated and adopted the proposal on adjusting the exercise price of stock options granted for the first time in the 2021 stock option incentive plan, and the independent directors have expressed independent opinions on this proposal.
9. On March 23, 2022, the company held the third meeting of the third board of directors and the third meeting of the third board of supervisors respectively, deliberated and adopted the proposal on adjusting the exercise price of reserved and granted stock options in the 2021 stock option incentive plan, the proposal on granting reserved stock options to incentive objects, and the proposal on invalidation of remaining non granted reserved stock options, Independent directors have expressed independent opinions on relevant proposals. 2、 Adjustment instructions on relevant matters of the incentive plan
1. Notes on adjusting the exercise price of reserved granted stock options
The company has disclosed the announcement on the implementation of annual equity distribution in 2020 on May 19, 2021. Based on the total share capital after the closing of the market on the registration date of equity distribution, the company will distribute RMB 4000000 in cash (including tax) to all shareholders for every 10 shares. The equity registration date is May 24, 2021 and the ex dividend date is May 25, 2021.
According to Article 48 of the measures for the administration of equity incentive of listed companies, the company's 2021 stock option incentive plan (Draft) and "II. Adjustment method of stock option exercise price" in Chapter IX adjustment methods and procedures of this incentive plan "in its abstract: before the exercise of stock option, the company has matters such as capital reserve converted into share capital, distribution of stock dividend, stock split, allotment, share reduction, dividend distribution, etc, The exercise price of stock options shall be adjusted accordingly.
Therefore, the company plans to adjust the exercise price of stock options reserved in the incentive plan accordingly. The adjustment method is as follows:
P = p0-v = 17.81 yuan / share -0.40 yuan / share = 17.41 yuan / share
Where: P0 is the exercise price of stock option before adjustment; V is the dividend per share; P is the adjusted exercise price of stock options. After the dividend adjustment, P still must be greater than 1.
To sum up, the exercise price of reserved stock options is adjusted from 17.81 yuan / share to 17.41 yuan / share.
According to the authorization of the company's second extraordinary general meeting of shareholders in 2021, this adjustment can be reviewed and approved by the board of directors without submitting it to the general meeting of shareholders for review again.
2. Explanation on the invalidation of the remaining reserved stock options not granted
According to the relevant provisions of the company's 2021 stock option incentive plan (Draft) and its summary, the number of reserved stock options determined in this incentive plan is 1.26 million. A total of 1.09 million reserved stock options are granted to incentive objects this time, and the remaining number of reserved stock options not granted is 170000. The company decides to invalidate it.
According to the authorization of the company's second extraordinary general meeting of shareholders in 2021, this adjustment can be reviewed and approved by the board of directors without submitting it to the general meeting of shareholders for review again.
3、 Status of this grant
1. Grant date: March 23, 2022.
2. Exercise price: 17.41 yuan / share.
3. Number of awards: 1.09 million.
4. Stock source: the company issues A-share common stock to the incentive object.
5. Number of persons granted: 15. The details are as follows:
Serial number name the proportion of the number of jobs granted to the number of reserved grants to the total share capital of the company (10000 copies)
1 109.00 100.00% of the personnel considered by the board of directors to need incentive
(15 persons in total) 0.56%
Note: the company is in the conversion period of convertible corporate bonds, and the total share capital of the company involved is the data on March 18, 2022.
6. Validity period: the validity period of this incentive plan is from the date of the first grant of stock options to the date of full exercise or cancellation, with a maximum of 84 months.
7. Exercise arrangement:
Exercise arrangement exercise time exercise proportion
From the first trading day 12 months after the completion of reservation grant registration to
20% on the last trading day within 24 months from the date of completion of registration of reserved grant in the first exercise period
Day end
From the first trading day 24 months after the completion of reservation grant registration to
20% on the last trading day within 36 months from the date of completion of grant registration in the second exercise period
Day end
