Securities code: Topsec Technologies Group Inc(002212) securities abbreviation: Topsec Technologies Group Inc(002212) Shanghai Rongzheng Investment Consulting Co., Ltd
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Topsec Technologies Group Inc(002212) “striver” phase I employee stock ownership plan (Draft)
Independent financial advisor Report
March 2022
catalogue
1、 Interpretation 3 II. Statement 4 III. basic assumptions 5 IV. main contents of this ESOP 6 (I) basic principles of this ESOP 6 (II) participants and determination criteria of employee stock ownership plan 6 (III) the scale, stock source, capital source and purchase price of the employee stock ownership plan 8 (IV) duration and lock-in period of this ESOP 10 (V) the management mode of this ESOP 13 (VI) change and termination of employee stock ownership plan and disposal of holder’s rights and interests 18 (VII) other contents of employee stock ownership plan V. verification opinions of the independent financial consultant on the employee stock ownership plan 22 (I) verification opinions on whether the ESOP complies with policies and regulations 22 (II) verification opinions on the feasibility of the company’s implementation of the employee stock ownership plan 24 (III) impact of the implementation of the employee stock ownership plan on the company’s sustainable operation ability and shareholders’ equity 25 VI. conclusion 27 VII. Matters to be brought to the attention of investors VIII. Consultation and documents for future reference 29 (I) documents for future reference 29 (II) consultation method 29 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)
Independent financial consultant refers 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 “striver” phase I employee stock ownership plan (Draft) of the Co., Ltd
Employee stock ownership plan and this employee stock ownership plan refer to the first phase of Topsec Technologies Group Inc(002212) “striver” employee stock ownership plan
Draft employee stock ownership plan and draft of this plan refer to Topsec Technologies Group Inc(002212) “striver” phase I employee stock ownership plan (Draft)
Holder refers to the object participating in the employee stock ownership plan
Holder’s meeting means the meeting of the holders of the employee stock ownership plan
Management Committee means the Management Committee of the employee stock ownership plan
Measures for the administration of employee stock ownership plan refers to the measures for the administration of Topsec Technologies Group Inc(002212) “striver” phase I employee stock ownership plan
The underlying stock refers to Topsec Technologies Group Inc(002212) a ordinary shares
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
China Securities Depository and Clearing Corporation refers to Shenzhen Branch of China Securities Depository and Clearing Corporation Limited
Yuan, 10000 yuan and 100 million yuan refer to RMB yuan, 10000 yuan and 100 million yuan
Company Law refers to the company law of the people’s Republic of China
Securities Law means the securities law of the people’s Republic of China
The guiding opinions refer to the guiding opinions on the pilot implementation of ESOP by listed companies
Regulatory guidelines No. 1 refers to the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board
In this independent financial adviser’s report, if there are differences in the mantissa between the sum of some total numbers and each number, these differences are caused by rounding.
2、 Statement
The independent financial consultant accepts the appointment of Topsec Technologies Group Inc(002212) as the independent financial consultant of the company for the implementation of the employee stock ownership plan. In accordance with the relevant provisions of the guiding opinions and regulatory guidelines No. 1, and in accordance with the materials provided by Topsec Technologies Group Inc(002212) and the information publicly disclosed, the independent financial consultant issues this independent financial consultant report, and makes a comment on the feasibility of Topsec Technologies Group Inc(002212) the employee stock ownership plan and whether it is conducive to the sustainable development of the company Whether it damages the interests of the company and its impact on the interests of shareholders, and express objective and impartial professional opinions.
This independent financial adviser’s report states:
(I) the information on which this report is based is provided by Topsec Technologies Group Inc(002212) or comes from the information publicly disclosed by Topsec Technologies Group Inc(002212) and Topsec Technologies Group Inc(002212) guarantees the authenticity, accuracy and completeness of all materials and information provided by Topsec Technologies Group Inc(002212) without false records, major omissions or misleading statements, and assumes full responsibility for the authenticity, accuracy and completeness of materials and information; (II) the independent financial advisor issues the independent financial advisor’s report with a professional attitude of honesty, trustworthiness, diligence and responsibility, and is responsible for the authenticity, accuracy and completeness of the independent financial advisor’s report;
(III) the report of the independent financial adviser is intended to give opinions on the matters of the employee stock ownership plan and does not constitute any investment suggestions for Topsec Technologies Group Inc(002212) and the independent financial adviser is not responsible for the risks that may arise from any investment decisions made by investors according to the report of the independent financial adviser;
(IV) the independent financial adviser’s report invites investors to carefully read the full text of the announcement and relevant annexes of the employee stock ownership plan issued by Topsec Technologies Group Inc(002212) company;
(V) the report of the independent financial adviser is only for the purpose specified in the guidance and regulatory guidance No. 1 when Topsec Technologies Group Inc(002212) implementing the employee stock ownership plan, and shall not be used for other purposes.
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.
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) Topsec Technologies Group Inc(002212) provided and publicly disclosed materials and information are true, accurate and complete;
(III) all parties involved in the implementation of the employee stock ownership plan can abide by the principle of good faith and fully perform all their obligations in accordance with the plan of the employee stock ownership plan and the terms of relevant agreements;
(IV) there is no significant adverse effect caused by other force majeure.
4、 Main contents of this ESOP (I) basic principles of this ESOP
1. Legal compliance principle
The company implements the employee stock ownership plan, performs the procedures in strict accordance with the provisions of laws and administrative regulations, and makes information disclosure truthfully, accurately, completely and timely. No one shall use the employee stock ownership plan to engage in securities fraud such as insider trading and manipulation of the securities market.
2. Principle of voluntary participation
The implementation of the ESOP by the company follows the independent decision of the company and the voluntary participation of employees. The company does not force employees to participate in the ESOP by means of apportionment, forced distribution, etc.
3. Risk bearing principle
The participants of the employee stock ownership plan are responsible for their own profits and losses, bear their own risks, and have equal rights and interests with other investors. (II) participants and determination criteria of employee stock ownership plan
1. Legal basis for determining participants
The company has determined the list of participants of the employee stock ownership plan in accordance with the company law, securities law, guiding opinions, regulatory guidelines No. 1 and other relevant laws, regulations, normative documents and the relevant provisions of the articles of association, and in combination with the actual situation.
2. Job basis for determining participants
The participants of this ESOP are directors (excluding independent directors), senior managers, core managers of the company and its subsidiaries, and core business (technical) personnel of the company and its subsidiaries. All participants must have employment, employment or labor relations with the company or its subsidiaries during the duration of the employee stock ownership plan.
The total number of participants in this ESOP shall not exceed 240 (excluding employees who may be redistributed in the future). The specific number of participants shall be determined according to the actual contributions of employees. The participation of the above employees in this ESOP follows the principle of independent decision of the company and voluntary participation of employees, and there is no forced participation of employees by means of apportionment, forced distribution, etc.
3. Participants and distribution proportion of this ESOP
The maximum amount is 142314000 copies. The company corresponding to the share of this ESOP held by any holder
The number of shares shall not exceed 1% of the total share capital of the company. The specific number of shares held by the holders of the stock ownership plan and the actual number of employees
Determination of international payment.
Directors (excluding independent directors), senior managers and the company participating in the employee stock ownership plan
Total number of core management personnel of the company and its subsidiaries, and core business (technical) personnel of the company and its subsidiaries
No more than 240 people (excluding employees who may be redistributed in the future), including directors participating in the employee stock ownership plan
There are 4 directors (excluding independent directors) and senior managers, who do not constitute a conflict with the employee stock ownership plan
Concerted action and human relations.
The specific subscription proportion is shown in the table below:
The proportion of shares held in the share obtained by employee stock ownership to the share number, name and position (share) plan corresponding to the share shall be the proportion of the number of shares to the current total (share) share capital
1 Li Xueying, chairman and general manager 72 Shenzhen Fountain Corporation(000005) .06% 12000000.101%
Kong Jiyang, director, deputy general manager, Shanghai Pudong Development Bank Co.Ltd(600000) 0.42% 1000000.008%
Financial director
3 Wu Yabiao, director and deputy general manager 36 China Vanke Co.Ltd(000002) .53% Shanghai Pudong Development Bank Co.Ltd(600000) 0.051%
4 Peng Shaomin, deputy general manager and director 3000000.21% 500000.004%
Meeting secretary
Core management personnel and core business (Technology) 13061400091.78% 217690001.836%
Personnel (no more than 236)
Total 142314 Tcl Technology Group Corporation(000100) .00% 237190002.000%
Note:
(1) The shares ultimately subscribed by the participants to the shareholding plan shall be subject to the actual capital contribution. If the holder fails to pay the subscription funds on time and in full, it will be automatically forfeited
Loss of corresponding subscription rights.
(2) After the implementation of the employee stock ownership plan, the total number of shares held by all effective employee stock ownership plans shall not exceed 50% of the total share capital of the company
10%. The number of underlying shares corresponding to the share of employee stock ownership plan held by any holder shall not exceed 1% of the total share capital of the company.
If some employees give up their subscription and the aforesaid shares are distributed to the directors, supervisors or senior managers of the company
In case of personnel, the distribution plan shall be submitted to the board of directors for deliberation and determination.
The board of supervisors of the company shall verify the list of holders. The qualification of the lawyer hired by the company to the holder, etc
Whether it complies with the company law, securities law, guiding opinions and other relevant laws and regulations, the articles of association and
Issue legal opinions on the draft plan. (III) the scale, stock source, capital source and purchase price of the employee stock ownership plan 1. The scale of the underlying shares involved in the employee stock ownership plan
The scale of the underlying shares involved in the employee stock ownership plan does not exceed 23719000 shares, accounting for 2.00% of the total share capital of the company. The specific number of shares is determined by the actual contribution of employees. The company will timely fulfill the obligation of information disclosure as required.
After the implementation of the employee stock ownership plan, the total number of shares held by all effective employee stock ownership plans shall not exceed 10% of the total share capital of the company, The number of underlying shares corresponding to the employee stock ownership plan shares held by any holder shall not exceed 1% of the total share capital of the company (excluding the shares obtained by the holder before the listing of the company’s initial public offering, the shares purchased by itself through the secondary market and the shares obtained through equity incentive). 2. Source of underlying stock involved in employee stock ownership plan
