Shanghai Xingong Yihe Enterprise Management Consulting Co., Ltd
about
Zhejiang Hongchang Electrical Technology Co.Ltd(301008)
2022 restricted stock incentive plan (Draft)
Independent financial advisor Report
Independent financial advisor:
March, 2002
catalogue
Chapter one states that three
Chapter II interpretation five
Chapter III basic assumptions 6 Chapter IV main contents of this incentive plan 7 I. the source and types of underlying stocks involved in the rights and interests to be granted under the incentive plan 7 II. The number of rights and interests to be granted under the incentive plan and its proportion in the total shares of the company 7 III. validity period, grant date, ownership arrangement and lock up period of the incentive plan 7 IV. grant price and determination method of restricted shares V. vesting and vesting conditions of restricted shares Vi. other contents of the incentive plan Chapter V opinions of independent financial advisers 15 I. verification opinions on whether the incentive plan meets the provisions of policies and regulations II. Suggestions on the implementation of the incentive plan 15 III. verification opinions on the scope and qualification of incentive objects 16 IV. verification opinions on the amount of equity granted under the incentive plan 17 v. financial opinions on the implementation of the incentive plan by the company Vi. verification opinions on the impact of the incentive plan on Zhejiang Hongchang Electrical Technology Co.Ltd(301008) sustainable operation ability and shareholders’ equity 21 VII. Verification opinions on whether Zhejiang Hongchang Electrical Technology Co.Ltd(301008) provides any form of financial assistance for incentive objects VIII. Verification opinions on whether the incentive plan damages the interests of the listed company and all shareholders 21 IX. opinions on the rationality of the company’s performance appraisal system and appraisal management measures 22 X. other matters that should be explained Chapter VI documents and places for future reference 24 I. list of documents for future reference 24 II. Location of documents for future reference twenty-four
Chapter I declaration
Shanghai Xingong Yihe Enterprise Management Consulting Co., Ltd. is entrusted to act as the independent financial consultant (hereinafter referred to as the “independent financial consultant”) of Zhejiang Hongchang Electrical Technology Co.Ltd(301008) , “listed company” or “company”) for the 2022 restricted stock incentive plan (hereinafter referred to as the “incentive plan”) and prepare this independent financial consultant report. The independent financial adviser’s report is based on the relevant provisions of laws, regulations and normative documents such as 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 incentives of listed companies, the Listing Rules of GEM stocks of Shenzhen Stock exchange, the self regulatory guide No. 1 of GEM listed companies of Shenzhen Stock Exchange – business handling, and on the basis of Zhejiang Hongchang Electrical Technology Co.Ltd(301008) providing relevant materials, Issue independent financial advisory opinions for the reference of Zhejiang Hongchang Electrical Technology Co.Ltd(301008) all shareholders and relevant parties. 1、 The documents and materials on which the independent financial advisor’s report is based are provided by Zhejiang Hongchang Electrical Technology Co.Ltd(301008) and Zhejiang Hongchang Electrical Technology Co.Ltd(301008) has assured the independent financial advisor that the relevant information about the incentive plan provided by Zhejiang Hongchang Electrical Technology Co.Ltd(301008) is true, accurate and complete, and that there are no false records, misleading statements or major omissions in such information.
2、 Based on the principle of diligence, prudence and due diligence to all shareholders of the listed company, and based on the principle of objectivity and impartiality, the independent financial adviser has conducted due diligence on the matters of the incentive plan, and has sufficient reasons to believe that there is no material difference between the professional opinions expressed and the documents disclosed by the listed company. And be responsible for the authenticity, accuracy and completeness of the independent financial adviser’s report.
3、 The opinions expressed by the independent financial adviser are based on the following assumptions: there are no significant changes in the current national laws and regulations, and there are no significant changes in the national policies and market environment of the industry in which the listed company is located; There is no significant change in the social and economic environment of the region where the listed company is located Zhejiang Hongchang Electrical Technology Co.Ltd(301008) and the documents provided by relevant parties are true, accurate and complete; 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; The incentive plan can be approved by the competent department without other obstacles and can be completed smoothly; There are no significant changes in the accounting policies and accounting systems currently implemented in the incentive plan; There are no significant adverse effects caused by other force majeure and unpredictable factors.
4、 The independent financial advisor has no relationship with the listed company. The independent financial advisor issues an independent financial advisor report on the incentive plan in full accordance with the principles of objectivity and impartiality. The draft of the company’s financial disclosure plan is submitted to the majority of investors for careful reading.
5、 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 independent financial advisor’s report.
6、 The independent financial advisor reminds investors that the purpose of the independent financial advisor’s report is to express 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 Zhejiang Hongchang Electrical Technology Co.Ltd(301008) and the possible risks to any investment decisions made by investors according to the independent financial advisor’s report, The independent financial advisor assumes no responsibility.
Chapter II interpretation
In this independent financial adviser’s report, unless the context specifies, the following abbreviations have the following meanings:
Interpretation item interpretation content
Zhejiang Hongchang Electrical Technology Co.Ltd(301008) , listed company, company, refers to Zhejiang Hongchang Electrical Technology Co.Ltd(301008) the company
This incentive plan and this plan refer to Zhejiang Hongchang Electrical Technology Co.Ltd(301008) 2022 restricted stock incentive plan
The independent financial advisory report of Shanghai Xingong Yihe Enterprise Management Consulting Co., Ltd. on Zhejiang Hongchang refers to the independent financial advisory report of 2022 restricted stock incentive plan (Draft) of Electrical Technology Co., Ltd
Independent financial consultant refers to Shanghai Xingong Yihe Enterprise Management Consulting Co., Ltd
Restricted stock and the second type of restricted stock refer to the shares of the company obtained and registered by the incentive objects who meet the grant conditions of the incentive plan after meeting the corresponding benefit stock conditions
Incentive objects refer to the directors, senior managers and core technical / business personnel who have obtained restricted shares and hold positions in the company (including subsidiaries) in accordance with the provisions of this incentive 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 determined by the company when granting restricted shares to the incentive object and the incentive object obtains the shares of the company
Attribution refers to the behavior that the listed company registers the shares in the account of the incentive object after the incentive object meets the benefit conditions
Vesting date refers to the date when the granted shares are registered after the incentive object meets the benefit conditions. It must be the trading day
Vesting conditions refer to the benefit conditions set up by the incentive plan and the incentive object is to obtain the incentive shares
The term of validity refers to the period from the date of the grant of restricted shares to the date when all the restricted shares granted to the incentive object are vested or invalid
Remuneration Committee refers to the remuneration and assessment committee of the board of directors of the company
CSRC refers to the China Securities Regulatory Commission
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
Company law means 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
Listing Rules refers to the Listing Rules of Shenzhen Stock Exchange gem
The self regulatory guide refers to the self regulatory guide for companies listed on the gem of Shenzhen Stock Exchange No. 1 – business handling
The articles of association refers to the Zhejiang Hongchang Electrical Technology Co.Ltd(301008) articles of association
The company’s assessment management measures refer to the assessment management measures for the implementation of Zhejiang Hongchang Electrical Technology Co.Ltd(301008) 2022 restricted stock incentive plan
Yuan / 10000 yuan refers to RMB yuan / 10000 yuan, the legal currency unit of the people’s Republic of China
Chapter III basic assumptions
The independent financial advisor’s report is based on the following basic assumptions:
1、 There is no significant change in the current relevant national laws, regulations and policies;
2、 Zhejiang Hongchang Electrical Technology Co.Ltd(301008) provided and publicly disclosed materials and information are true, accurate and complete;
3、 There are no other obstacles to the incentive plan, and all agreements involved can be effectively approved and finally completed on schedule;
4、 All parties involved in the implementation of the incentive plan can abide by the principle of good faith and fully perform all their obligations in accordance with the scheme of the incentive plan and the terms of relevant agreements;
5、 There are no other major adverse effects caused by force majeure.
Chapter IV main contents of the incentive plan
The incentive plan is drafted by the Remuneration Committee under the board of directors of the listed company and approved at the 18th meeting of the first board of directors.
1、 Sources and types of underlying stocks involved in the equity to be granted under the incentive plan
The incentive form adopted in this incentive plan is the second type of restricted stock. The stock source is the company’s RMB A-share common stock issued by the company to the incentive object.
2、 The number of rights and interests to be granted under the incentive plan and its proportion in the total shares of the company
The number of restricted shares to be granted to the incentive objects in the incentive plan is 1289000 shares, accounting for about 1.93% of the total share capital of the company on the announcement date of the draft incentive plan. Among them, 1057000 shares were granted for the first time, accounting for about 1.59% of the total share capital of the company on the announcement date of the draft incentive plan and 82.00% of the total number of restricted shares to be granted in the incentive plan; 232000 shares are reserved, accounting for about 0.35% of the total share capital of the company on the announcement date of the draft incentive plan and about 18.00% of the total number of restricted shares to be granted in the incentive plan.
As of the announcement date of the draft incentive plan, the total number of subject shares involved in all equity incentive plans within the validity period of the company has not exceeded 20.00% of the total share capital of the company. The cumulative number of shares of the company granted by any incentive object in the incentive plan through all equity incentive plans within the validity period does not exceed 1.00% of the total share capital of the company.
3、 Validity period, grant date, ownership arrangement and lock up period of the incentive plan
(I) period of validity
The validity period of this incentive plan is from the date of granting restricted shares to the date when all the restricted shares granted to the incentive object are vested or invalid, and the longest period shall not exceed 48 months.
(II) grant date
After the incentive plan is reviewed and approved by the general meeting of shareholders of the company, the company will convene the board of directors to grant rights and interests to the incentive objects in accordance with relevant regulations within 60 days (if there are conditions for granting rights and interests, calculated from the achievement of the conditions), and complete the announcement and other relevant procedures. If the company fails to complete the above work within 60 days, it shall timely disclose the reasons for the failure and announce the termination of the incentive plan. According to the administrative measures, guidelines for self regulatory supervision and other provisions, the period during which rights and interests cannot be granted shall not be counted within 60 days.
The reserved granting date of some restricted shares shall be confirmed by the board of directors of the company within 12 months after the deliberation and approval of the general meeting of shareholders.
The grant date shall be determined by the board of directors of the company after the incentive plan is deliberated and approved by the general meeting of shareholders of the company. The grant date must be a trading day. If the date determined according to the above principles is a non trading day, the grant date shall be postponed to the first trading day thereafter.
(III) ownership arrangement
The restricted shares granted under the incentive plan shall be vested in several times according to the agreed proportion after 12 months from the date of grant and after the incentive object meets the corresponding vesting conditions. The vesting date must be
