Company abbreviation: Jiangsu Nonghua Intelligent Agriculture Technology Co.Ltd(000816) securities code: Jiangsu Nonghua Intelligent Agriculture Technology Co.Ltd(000816) Shanghai Rongzheng Investment Consulting Co., Ltd
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Jiangsu Nonghua Intelligent Agriculture Technology Co.Ltd(000816) 2020 stock option and restricted stock incentive plan cancellation of some stock options and repurchase cancellation of some restricted stocks
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Independent financial advisor Report
March 2022
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1、 Interpretation 3 II. Statement 5 III. basic assumptions 6 IV. authorization and approval of this incentive plan 7 v. opinions of independent financial adviser 9 (I) description of matters related to the cancellation of some stock options and the repurchase and cancellation of some restricted shares 9 (II) concluding observations 10 VI. documents for future reference and consultation methods 11 (I) documents for future reference 11 (II) consultation method 11 I. interpretation 1 Listed company, company, Jiangsu Nonghua Intelligent Agriculture Technology Co.Ltd(000816) : refers to Jiangsu Nonghua Intelligent Agriculture Technology Co.Ltd(000816) . 2. Equity incentive plan, this incentive plan and this plan refer to the 2020 stock option and restricted stock incentive plan (Draft) of Jiangsu Nonghua Jiangsu Nonghua Intelligent Agriculture Technology Co.Ltd(000816) Technology Co., Ltd. 3. Stock option and option: refers to the right granted by the company to the incentive object to purchase a certain number of shares of the company with predetermined conditions and prices within a certain period of time in the future. 4. Restricted stock: refers to a certain number of company shares granted to incentive objects by the company according to the conditions and prices specified in the incentive plan. 5. Total share capital: refers to the total issued share capital of the company at the time of announcement. 6. Incentive object: refers to the company’s directors, senior managers and key personnel who obtain stock options and restricted shares in accordance with the provisions of the incentive plan. 7. Validity period: refers to the period from the date when the registration of stock options and restricted stocks is completed to the date when all stock options are exercised or cancelled and all restricted stocks are lifted or repurchased and cancelled. 8. Option authorization date: refers to the date on which the company grants stock options to incentive objects. The authorization date must be the trading day. 9. Waiting period: refers to the period from the date of completion of registration of stock option grant to the date of stock option exercise. 10. Exercise: refers to the behavior of the incentive object to exercise the stock options it owns according to the incentive plan. In the incentive plan, exercise is the behavior of the incentive object to purchase the underlying shares according to the conditions set in the incentive plan. 11. Vesting date: refers to the date when the incentive object can start exercising the right. The vesting date must be the trading day. 12. Exercise price: refers to the price at which the incentive object purchases the company’s shares as determined in the incentive plan. 13. Exercise conditions: refer to the conditions that must be met for the incentive object to exercise stock options according to the incentive plan. 14. Restricted stock grant date: refers to the date on which the company grants restricted stock to the incentive object, and the grant date must be the trading day. 15. Grant price: refers to the price of each restricted stock granted by the company to the incentive object. 16. Restricted sale period: refers to the period during which the restricted shares granted to the incentive object under the incentive plan are prohibited from being transferred, used for guarantee and debt repayment. 17. 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 incentive plan are met. 18. Conditions for lifting the restriction on sales: it refers to the conditions that must be met by the incentive object to lift the restriction on sales of restricted shares according to the incentive plan
Conditions. 19. 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 Administrative measures: refers to the measures for the administration of equity incentive of listed companies Articles of association: refers to the Jiangsu Nonghua Intelligent Agriculture Technology Co.Ltd(000816) articles of association CSRC: refers to the China Securities Regulatory Commission Stock Exchange: refers to Shenzhen Stock Exchange Yuan: refers to 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 advisor’s report is based are provided by Jiangsu Nonghua Intelligent Agriculture Technology Co.Ltd(000816) and all parties involved in the plan have guaranteed to the independent financial advisor that all documents and materials provided for issuing the independent financial advisor’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 cancellation of stock options and the cancellation of restricted stock repurchase in this equity incentive plan is fair and reasonable to Jiangsu Nonghua Intelligent Agriculture Technology Co.Ltd(000816) shareholders and the impact on shareholders’ rights and interests and the continuous operation of the listed company, which does not constitute any investment suggestions for Jiangsu Nonghua Intelligent Agriculture Technology Co.Ltd(000816) and the possible risks to any investment decisions made by investors according to this report, The independent financial advisor assumes no responsibility.
(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 equity 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 equity incentive plan and carefully reviewed the relevant materials. The scope of investigation includes the articles of association of the listed company, the resolutions of the previous board of directors, the general meeting of shareholders, the financial report of the company in the last three years and the latest period, the production and operation plan 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 only for the purpose of the company’s current cancellation and repurchase cancellation, and shall not be used for any other purpose. The company agrees to take the company’s report as a necessary document for the company’s current cancellation and repurchase cancellation, and make an announcement in accordance with relevant laws, regulations and relevant provisions of Shenzhen Stock Exchange.
This report is prepared in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of equity incentive of listed companies and other laws, regulations and normative documents, and based on the relevant materials provided by listed companies.
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 stock option and restricted stock incentive plan are true and reliable;
(IV) there are no other obstacles to the stock option and restricted stock incentive plan, and all agreements involved can be effectively approved and finally completed on schedule;
(V) all parties involved in this stock option and restricted stock 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、 Authorization and approval of this incentive plan
(I) on April 24, 2020, the 11th meeting of the 8th board of directors of the company deliberated and approved the 2020 stock option and restricted stock incentive plan (Draft) and its summary, the management measures for the implementation and assessment of the company’s 2020 stock option and restricted stock incentive plan, the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive, and the proposal on convening the 2019 general meeting of shareholders, Relevant proposals were deliberated and adopted at the 10th meeting of the 8th board of supervisors of the company. The independent directors of the company expressed independent opinions on whether the equity 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. The company has publicized the list of incentive objects within the company. After the expiration of the publicity, the board of supervisors checked the list of incentive objects granted by the equity incentive plan and explained the publicity.
(II) on May 22, 2020, the 2019 annual general meeting of shareholders of the company reviewed and approved the 2020 stock option and restricted stock incentive plan (Draft) and its summary, the management measures for the implementation and assessment of the 2020 stock option and restricted stock incentive plan, and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive. The company’s implementation of the 2020 stock option and restricted stock incentive plan has been approved. The board of directors is authorized to determine the grant date, grant stock options and restricted shares to the incentive objects when the incentive objects meet the conditions, and handle all matters necessary for the grant.
(III) on May 22, 2020, the 12th meeting of the 8th board of directors and the 11th meeting of the 8th board of supervisors deliberated and adopted the proposal on granting stock options and restricted stocks to incentive objects for the first time and the proposal on granting reserved stock options and restricted stocks to incentive objects. The independent directors of the company expressed independent opinions on this and believed that the subject qualification of the incentive object was legal and effective, and the determined grant date met the relevant provisions. The company disclosed the announcement on the completion of the grant registration of 2020 stock option and restricted stock incentive plan on July 15, 2020.
(IV) on July 7, 2021, the company held the 19th meeting of the 8th board of directors and the 17th meeting of the 8th board of supervisors, The proposal on the achievement of the first exercise / restricted sale period exercisable right / release of restricted sale conditions of the company’s 2020 stock option and restricted stock incentive plan and the proposal on the achievement of the first exercise / restricted sale period exercisable right / release of restricted sale conditions of the company’s 2020 stock option and restricted stock incentive plan were reviewed and approved. The independent directors of the company expressed independent opinions on relevant matters. On July 19, 2021, the first restricted period for the first time granting some restricted shares and the first restricted period reserved for granting some restricted shares, the restricted shares whose restrictions are lifted are listed and circulated, the first exercise period for the first time granting some stock options and the first exercise period reserved for granting some stock options are exercisable.
(V) on March 25, 2022, the company held the 25th meeting of the 8th board of directors and the 21st Meeting of the 8th board of supervisors, deliberated and adopted the proposal on repurchase and cancellation of some restricted shares and cancellation of some stock options, and submitted to the general meeting of shareholders to authorize the board of directors to handle all matters related to repurchase, cancellation, change or filing. The independent directors of the company expressed independent opinions on relevant matters.
In conclusion, the independent financial adviser believes that as of the date of issuance of this report, Jiangsu Nonghua Intelligent Agriculture Technology Co.Ltd(000816) the cancellation of some stock options and the repurchase and cancellation of some restricted shares have obtained the necessary approval and authorization, which is in line with the relevant provisions of the administrative measures and the company’s 2020 stock option and restricted stock incentive plan (Draft).
5、 Opinions of the independent financial adviser (I) notes on matters related to the cancellation of some stock options and the repurchase and cancellation of some restricted shares 1. Reasons for the cancellation of this restricted stock repurchase and the cancellation of some stock options
According to the company’s 2020 stock option and restricted stock incentive plan (hereinafter referred to as the “incentive plan”) and the management measures for the implementation and assessment of 2020 stock option and restricted stock incentive plan, “The actual number of stock options / restricted shares that the incentive object can exercise / lift the restriction in the current year shall be linked to its personal performance evaluation in the previous year, and the specific proportion shall be determined according to the individual performance evaluation results of the incentive object”, “the stock options / restricted shares that cannot exercise / lift the restriction in the current year shall be cancelled / repurchased by the company, and the repurchase price of restricted shares shall be the grant price plus the fixed deposit interest of the bank in the same period”.
According to the assessment results of the company in 2021, one incentive object granted by the company’s stock option and restricted stock incentive plan for the first time failed to pass the personal performance assessment. The human resources department has notified the assessed object of the assessment results within 10 working days after the assessment, and the assessed object has no objection to the assessment results.
According to the relevant provisions of the company’s incentive plan, the company plans to repurchase and cancel 150000 shares of restricted shares (accounting for 50% of the total number of restricted shares held by the above incentive objects that have been granted but have not been lifted), and cancel 450000 shares of stock options that have been granted but are still in the waiting period (accounting for 50% of the total number of stock options held by them).
2. Quantity, price and capital source of restricted stock repurchase and cancellation and stock option cancellation in the current period
(1) Quantity and price of repurchase and cancellation of restricted shares
Due to the unqualified individual level performance appraisal in 2021 and failing to meet the conditions for lifting the restriction of restricted stock incentive plan, it is proposed to repurchase and cancel 150000 shares of restricted stocks that have been granted but not lifted held by the above incentive objects.
The cancellation of restricted stock repurchase does not involve the adjustment of repurchase quantity and repurchase price. The repurchase price is the grant price of 1.00 yuan / share plus the bank’s time deposit interest in the same period.
(2) Sources of funds for repurchase and cancellation of restricted shares
The funds to be used for repurchase and cancellation of restricted shares this time are all the company’s own funds.
(3) Number of stock option cancellations
Due to the disqualification of the performance appraisal at the individual level in 2021 and the failure to meet the exercise conditions of the stock option incentive plan, 450000 granted but not exercised stock options held by the above incentive objects will be cancelled.
After verification, the independent financial adviser believes that the cancellation of some stock options and the repurchase and cancellation of some restricted shares comply with relevant regulations, the procedures are legal and compliant, will not have a substantive impact on the company’s financial status and operating results, will not affect the diligence of the company’s management team and core backbone, and will not damage the interests of the listed company and all shareholders.
(II) concluding observations
To sum up, the independent financial adviser believes that as of the date of issuance of the independent financial adviser’s report, Jiangsu Nonghua Intelligent Agriculture Technology Co.Ltd(000816) this cancellation of some stock options and repurchase cancellation
