Securities code: Topsec Technologies Group Inc(002212) securities abbreviation: Topsec Technologies Group Inc(002212) Shanghai Rongzheng Investment Consulting Co., Ltd
about
Topsec Technologies Group Inc(002212) “striver” phase I stock option incentive plan
(Draft)
of
Independent financial advisor Report
March 2022
catalogue
1、 Interpretation 3 II. Statement 4 III. basic assumptions 5 IV. main contents of this incentive plan six
(I) scope and distribution of incentive objects six
(II) number of stock options granted seven
(III) stock source eight
(IV) validity period, grant date and relevant time arrangement after grant of stock options eight
(V) exercise price of stock options ten
(VI) grant and exercise conditions of incentive plan eleven
(VII) other contents of the incentive plan 15 v. opinions of independent financial adviser sixteen
(I) verification opinions on whether the stock option incentive plan meets the provisions of policies and regulations sixteen
(II) verification opinions on the feasibility of the company’s implementation of stock option incentive plan seventeen
(III) verification opinions on the scope and qualification of incentive objects seventeen
(IV) opinions on the amount of stock option granted (V) verification opinions on whether the listed company provides any form of financial assistance to the incentive object eighteen
(VI) verification opinions on the rationality of the pricing basis and pricing method of the exercise price of stock options (VII) whether the stock option incentive plan damages the interests of the listed company and all shareholders
Verification opinion twenty
(VIII) financial opinions on the implementation of stock option incentive plan of the company (IX) the impact of the company’s implementation of stock option incentive plan on the sustainable operation ability and shareholders’ equity of listed companies
Loud comments twenty-one
(x) opinions on the rationality of the performance appraisal system and methods of listed companies twenty-one
（11） Others twenty-three
（12） Other matters that should be explained 24 VI. documents for future reference and consultation methods twenty-five
(I) documents for future reference twenty-five
(II) consultation method 25 I. interpretation in this independent financial adviser’s report, unless the context specifies, the following abbreviations have the following meanings:
Listed company, company, Topsec Technologies Group Inc(002212) refers to Topsec Technologies Group Inc(002212)
The independent financial consultant and the financial consultant refer to Shanghai Rongzheng Investment Consulting Co., Ltd
The independent financial advisory report of Shanghai Rongzheng Investment Consulting Co., Ltd. on Topsec Technologies Group Inc(002212) Technology Group shares refers to the independent financial advisory report of the first stock option incentive plan (Draft) of “striver” of Shanghai Rongzheng Investment Consulting Co., Ltd
The first term of the stock option incentive plan
Stock options and options refer to the right granted by the company to the incentive object to purchase a certain number of shares of the company at a predetermined price and conditions in a certain period of time in the future
In accordance with the provisions of this incentive plan, the directors, senior management and incentive object directors of the company who have obtained stock options, the core management personnel and core business (technical) personnel of the company and its subsidiaries
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 waiting period refers to the period between the date when the registration of stock option grant is completed and the date when the stock option is exercisable
Exercise refers to the behavior that the incentive object purchases the underlying stock according to the conditions set in the incentive plan
The exercisable date refers to the date when the incentive object can start exercising the right. The exercisable 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
Exercise conditions refer to the conditions that must be met for the incentive object to exercise the stock option according to the stock option 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 Topsec Technologies Group Inc(002212) articles of association
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shenzhen Stock Exchange
Yuan means RMB yuan
2、 Statement
(I) the documents and materials on which the independent financial adviser’s report is based are provided by Topsec Technologies Group Inc(002212) and all parties involved in the incentive plan have guaranteed to the independent financial adviser that all 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 equity incentive plan is fair and reasonable to Topsec Technologies Group Inc(002212) shareholders and its impact on shareholders’ rights and interests and the sustainable operation of the listed company, does not constitute any investment suggestions for Topsec Technologies Group Inc(002212) and does not assume any responsibility 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 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 for the last three years and the latest period, 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.
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 independent financial advisor is based on the following assumptions: (I) there is no significant change in the current relevant laws, regulations and policies of the country;
(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 in accordance with the terms of this 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
Topsec Technologies Group Inc(002212) “striver” phase I stock option incentive plan is formulated by the salary 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 Topsec Technologies Group Inc(002212) , the stock option incentive plan is adopted for the incentive objects of the company. This report of the independent financial adviser will give professional opinions on this incentive plan.
(I) scope and distribution of incentive objects
The incentive objects granted by this incentive plan are the directors, senior managers, core managers and core business (technical) personnel of the company and its subsidiaries (excluding independent directors, supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the shares of the company and their spouses, parents and children).
The total number of incentive objects granted for the first time in this incentive plan is 1270, including the following three categories:
1. Directors and senior managers of the company;
2. Core management personnel in the company and its subsidiaries;
3. Core business (technical) personnel working in the company and its subsidiaries.
The incentive objects involved in 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. Among the above incentive objects, all incentive objects must have employment, employment or labor relations with the company or its subsidiaries within the grant and the validity of this incentive 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 distribution of stock options granted by the incentive plan among incentive objects is shown in the table below:
Name and position share of stock options granted in the period of granted shares in the current total of the company
Quantity (10000 shares) proportion of total rights proportion of share capital
Li Xueying, chairman and general manager 600.00 8.42% 0.51%
Kong Jiyang, director, deputy general manager, Cai 50.00 0.70% 0.04%
Responsible person
Wu Yabiao, director and deputy general manager 20.00 0.28% 0.02%
Peng Shaomin, deputy general manager and Secretary of the board of directors 20.00 0.28% 0.02%
book
Core management personnel and core business (Technology) 57870350 81.20% 4.88%
Personnel (1266 persons)
Reserve 650.00 9.12% 0.55%
Total 71270350 100.00% 6.01%
Note: ① the shares of the company granted by any of the above incentive objects through all the equity incentive plans within the validity period do not exceed 1% of the total issued share capital of the company when the latest equity incentive plan was approved by the general meeting of shareholders. The total number of underlying shares involved in all equity incentive plans of the company within the validity period shall not exceed 10% of the total issued share capital of the company when the shareholders’ meeting approved the latest equity incentive plan.
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 shares of the company and their spouses, parents and children.
(II) number of stock options granted
The incentive plan plans to grant 7127035 million stock options to the incentive objects, involving A-share common shares, accounting for about 6.01% of the total share capital of the company at the time of announcement of the draft incentive plan. Among them, 64770350 shares were granted for the first time, accounting for about 5.4621% of the total share capital of the company at the time of announcement of the draft incentive plan, and the part granted for the first time accounted for 90.88% of the total equity granted this time; 6.5 million copies are reserved, accounting for about 0.5481% of the total share capital of the company when the draft incentive plan is announced, and the reserved part accounts for 9.12% of the total equity granted this time. Under the condition of meeting the exercise conditions, each stock option has the right to purchase one share of the company’s shares at the exercise price during the exercise period.
As of the announcement date of the draft incentive plan, the underlying shares involved in the equity incentive plan of the company that is still in effect (excluding the shares that have exercised / lifted the restrictions on sales / cancelled)
