Securities abbreviation: Jiangxi Hungpai New Material Co.Ltd(605366) securities code: Jiangxi Hungpai New Material Co.Ltd(605366) Shanghai Rongzheng Investment Consulting Co., Ltd
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Jiangxi Hungpai New Material Co.Ltd(605366)
Restricted stock incentive plan for 2022 (Draft)
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Independent financial advisor Report
April 2022
catalogue
1、 Interpretation 3 II. Statement 4 III. basic assumptions 5 IV. main contents of this incentive plan 6 (I) scope and distribution of incentive objects 6 (II) number of restricted shares granted 7 (III) validity period, grant date and relevant time arrangement after the grant of restricted shares 7 (IV) the grant price of restricted shares and the determination method of the grant price 9 (V) conditions for the grant and release of restricted shares 10 (VI) other contents of the incentive plan 13 v. opinions of independent financial adviser 14 (I) verification opinions on whether Jiangxi Hungpai New Material Co.Ltd(605366) 2022 restricted stock incentive plan complies with policies and regulations 14 (II) verification opinions on the feasibility of the company’s equity incentive plan 15 (III) verification opinions on the scope and qualification of incentive objects 15 (IV) verification opinions on the amount of equity granted under the equity incentive plan 16 (V) verification opinions on whether the listed company provides any form of financial assistance to the incentive object 16 (VI) verification opinions on the pricing method of the award price of the incentive plan (VII) verification opinions on whether the equity incentive plan damages the interests of the listed company and all shareholders 17 (VIII) financial opinions on the implementation of equity incentive plan of the company 18 (IX) verification opinions on the impact of the company’s implementation of equity incentive plan on the sustainable operation ability and shareholders’ equity of listed companies 19 (x) opinions on the rationality of the performance appraisal system and methods of listed companies 19 (XI) others 20 (XII) other matters that should be explained 21 VI. documents for future reference and consultation methods 22 (I) documents for future reference 22 (II) consultation method 22 I. interpretation 1 Jiangxi Hungpai New Material Co.Ltd(605366) , the company, the company and listed company: refers to Jiangxi Hungpai New Material Co.Ltd(605366) (including branches and holding subsidiaries). 2. Equity incentive plan, this incentive plan and this plan: refer to Jiang Jiangxi Hungpai New Material Co.Ltd(605366) 2022 restricted stock incentive plan (Draft). 3. Restricted shares: the company grants a certain number of company shares to the incentive object according to the conditions and prices specified in the incentive plan. The restricted sale period of such shares is set for a certain period of time. The restricted sale and circulation can be lifted only after the conditions for lifting the restricted sale specified in the incentive plan are met. 4. Incentive object: according to the provisions of this incentive plan, the middle-level managers, core technical (business) personnel of the company who obtain restricted shares and other employees who the board of directors of the Company deems necessary to be encouraged. 5. Grant date: the date on which the company grants restricted shares to the incentive object. The grant date must be the trading day. 6. Grant price: refers to the price of each restricted stock granted by the company to the incentive object. 7. 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. 8. Release period: 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. 9. Conditions for lifting the restriction on sales: according to the incentive plan, the conditions that must be met for the restricted shares obtained by the incentive object to be lifted. 10. Company Law: refers to the company law of the people’s Republic of China. 11. Securities Law: refers to the securities law of the people’s Republic of China. 12. Administrative measures: refers to the administrative measures for equity incentive of listed companies. 13. Articles of association: refers to Jiangxi Hungpai New Material Co.Ltd(605366) articles of association. 14. CSRC: refers to the China Securities Regulatory Commission. 15. Stock Exchange: refers to Shanghai Stock Exchange. 16. RMB: refers to RMB.
2、 Statement
The independent financial advisor hereby makes the following statement on this report:
(I) the documents and materials on which the independent financial adviser’s report is based are provided by Jiangxi Hungpai New Material Co.Ltd(605366) 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 incentive plan is fair and reasonable to Jiangxi Hungpai New Material Co.Ltd(605366) shareholders and its impact on shareholders’ rights and interests and the sustainable operation of the listed company. It does not constitute any investment suggestions for Jiangxi Hungpai New Material Co.Ltd(605366) and does not bear 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 restricted stock 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 has conducted in-depth investigation on the matters involved in the restricted stock 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 relevant board of directors, the general meeting of shareholders, the financial report of the relevant company, 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 independent financial advisor 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 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 restricted stock incentive plan are true and reliable; (IV) there are no other obstacles to this restricted stock incentive plan, and all agreements involved can be effectively approved and finally completed on schedule;
(V) all parties involved in this 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、 Main contents of this incentive plan
Jiangxi Hungpai New Material Co.Ltd(605366) the restricted stock incentive plan for 2022 is formulated by the remuneration 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 Jiangxi Hungpai New Material Co.Ltd(605366) of , the restricted stock incentive plan is implemented for the incentive objects of the company. This report of the independent financial adviser will give professional opinions on the Jiangxi Hungpai New Material Co.Ltd(605366) 2022 restricted stock incentive plan.
(I) scope and distribution of incentive objects
The total number of incentive objects involved in the part to be granted for the first time in this incentive plan is 205, including:
1. Middle managers;
2. Core technical (business) personnel;
3. Other employees deemed necessary by the board of directors of the company.
The proposed 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 shares of the company and their spouses, parents and children.
All incentive objects must have employment or labor relations with the company or its subsidiaries when the company grants restricted shares and during the assessment period of the incentive plan.
The incentive objects of the reserved grant part shall be determined within 12 months after the 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 timely and accurately disclose the relevant information of the incentive objects on the designated website as required. If the incentive object is not specified for more than 12 months, the reserved rights and interests shall become invalid.
The distribution of restricted shares granted by the incentive plan among incentive objects is shown in the table below:
Proportion of restricted shares granted to the total share capital of the company (10000 shares) in the number of job shares and the total number of restricted shares granted by the incentive plan on the announcement date of the incentive plan
Middle managers and core technology (industry) 368.30 81.61% 1.11%
Staff (205 in total)
Reserve 83.00 18.39% 0.25%
Total 451.30 100.00% 1.36%
Note: 1. The shares of the company granted by any of the above incentive objects through all effective equity incentive plans do not exceed the incentive plan
1% of the total share capital of the company at the time of draft announcement. The total number of underlying shares involved in all effective incentive plans of the company shall not exceed this incentive plan
10% of the total share capital of the company when the draft is announced. The proportion of reserved rights and interests shall not exceed 20% of the number of rights and interests to be granted in the incentive plan.
2. The incentive object of the reserved grant part shall be determined within 12 months after the plan is deliberated and approved by the general meeting of shareholders, proposed by the board of directors and approved by the independent directors
After the matter and the board of supervisors have issued clear opinions, lawyers have issued professional opinions and issued legal opinions, the company will disclose them timely and accurately on the designated website as required
Relevant information of the incentive object. If the incentive object is not specified for more than 12 months, the reserved rights and interests shall become invalid.
(II) number of restricted shares granted
1. Stock source of this incentive plan
The subject stock involved in this incentive plan comes from the company’s A-share common stock issued by the company to the incentive object.
2. Number of restricted shares
The number of restricted shares to be granted to the incentive objects in the incentive plan is 4513000 shares, accounting for 1.36% of the total share capital of 332 million shares at the time of announcement of the draft incentive plan. Among them, 3683000 shares were granted for the first time, accounting for 1.11% of the company’s total share capital of 332 million shares at the time of announcement of the incentive plan and 81.61% of the total equity granted this time; 830000 shares are reserved, accounting for 0.25% of the total capital stock of 332 million shares at the time of announcement of the incentive plan, and the reserved part accounts for 18.39% of the total granted equity.
The total number of underlying shares involved in all equity incentive plans of the company within the validity period does not exceed 10% of the total share capital of the company at the time of announcement of the draft incentive plan. The cumulative shares of the company granted by any incentive object in the incentive plan through all equity incentive plans within the validity period shall not exceed 1% of the total share capital of the company at the time of announcement of the draft incentive plan.
During the period from the date of announcement of the incentive plan to the completion of the restricted stock registration of the incentive object, if the company has matters such as the conversion of capital reserve into share capital, the distribution of stock dividends, the division of shares, the reduction of shares and the allotment of shares, the number of restricted shares will be adjusted accordingly according to the incentive plan. (III) validity period, grant date and relevant time arrangement after the grant of restricted shares
1. Validity period of this incentive plan
The validity period of this incentive plan shall be no more than 60 months from the date when the registration of the first grant of restricted shares is completed to the date when all the restricted shares granted to the incentive object are lifted or repurchased and cancelled.
2. Grant date of this incentive plan
The granting date of restricted shares shall be determined by the board of directors after the incentive plan is deliberated and approved by the general meeting of shareholders of the company, and the granting date must be the trading day. The company shall grant restricted shares for the first time and complete the announcement and registration within 60 days after the deliberation and approval of the general meeting of shareholders. If the company fails to complete the above work within 60 days, the implementation of the incentive plan will be terminated and the non granted restricted shares will become invalid. For the reserved part, the awarding object of the reserved rights and interests must be specified within 12 months after the incentive plan is reviewed and approved by the general meeting of shareholders of the company. If the incentive object is not specified for more than 12 months, the reserved rights and interests will become invalid.
The company shall not grant restricted shares within the following periods:
(1) Within 30 days before the announcement of the company’s annual report and semi annual report, if the announcement date of the annual report and semi annual report is delayed due to special reasons, it shall be calculated from 30 days before the original scheduled announcement date to 1 day before the announcement;
(2) Within 10 days before the announcement of the company’s quarterly report, performance forecast and performance express;
(3) From the date of major events that may have a great impact on the trading price of the company’s shares and their derivatives or the date of entering the decision-making process to 2 trading days after disclosure according to law;
(4) Other periods prescribed by the CSRC and the Shanghai Stock Exchange.
The above “major events” are transactions or other major events that the company should disclose in accordance with the listing rules.
For example, the directors and senior managers of the company are the incentive Objects 6 months before the grant of restricted shares
