Securities abbreviation: Jiangxi Hungpai New Material Co.Ltd(605366) securities code: Jiangxi Hungpai New Material Co.Ltd(605366) Shanghai Rongzheng Investment Consulting Co., Ltd
about
Jiangxi Hungpai New Material Co.Ltd(605366)
2022 employee stock ownership plan (Draft)
of
Independent financial advisor Report
April 2022
catalogue
catalogue 2 I. interpretation 3 II. Statement 4 III. basic assumptions 5 IV. main contents of the employee stock ownership plan 6 (I) scope of participants of employee stock ownership plan 6 (II) criteria for determining the participants of the employee stock ownership plan 6 (III) participants and distribution proportion of employee stock ownership plan 6 (IV) capital, stock source, purchase price and scale of employee stock ownership plan 7 (V) duration, lock-in period and performance evaluation setting of employee stock ownership plan 9 (VI) management mode of employee stock ownership plan 12 (VII) change and termination of employee stock ownership plan and disposal of holder’s rights and interests 18 v. verification opinions of independent financial consultant on Employee Stock Ownership Plan 22 (I) verification opinions on whether the ESOP complies with the 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 (IV) verification opinions on whether the ESOP has obvious damage to the interests of the listed company and all shareholders 26 VI. conclusion 26 VII. Matters to be brought to the attention of investors 26 VIII. Documents for future reference and consultation methods 27 (I) documents for future reference 27 (II) consultation method twenty-seven
1、 Interpretation
In this independent financial adviser’s report, unless the context specifies, the following abbreviations have the following meanings:
Jiangxi Hungpai New Material Co.Ltd(605366) , the company and the company refer to Jiangxi Hungpai New Material Co.Ltd(605366)
Employee stock ownership plan, the plan, the
The current employee stock ownership plan refers to the employee stock ownership plan of Jiangxi Hungpai New Material Co.Ltd(605366) 2022
The draft plan and employee stock ownership plan refer to the draft of Jiangxi Hungpai New Material Co.Ltd(605366) 2022 employee stock ownership plan (Draft)
Holders and participants refer to the employees of the company 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
The underlying stock refers to Jiangxi Hungpai New Material Co.Ltd(605366) stock
CSRC refers to the China Securities Regulatory Commission
Stock exchange and Shanghai Stock Exchange refer to Shanghai Stock Exchange
China Securities Depository and Clearing Corporation refers to the Shanghai 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 refers to 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
Self regulatory guideline No. 1 refers to the self regulatory guideline No. 1 – standardized operation of listed companies of Shanghai Stock Exchange
The articles of association refers to the articles of association of Jiangxi Hungpai New Material Co.Ltd(605366) company
Note: if there is any difference in the mantissa between the sum of some total figures and all figures in this independent financial adviser’s report, these differences are caused by four factors
Caused by rounding.
2、 Statement
This independent financial consultant report accepts Jiangxi Hungpai New Material Co.Ltd(605366) the appointment of as the independent financial consultant for the implementation of the employee stock ownership plan of the company. In accordance with the relevant provisions of the guiding opinions and self regulatory guidelines No. 1, and in accordance with the materials provided by Jiangxi Hungpai New Material Co.Ltd(605366) and the information publicly disclosed, this independent financial consultant report is issued, and the feasibility of Jiangxi Hungpai New Material Co.Ltd(605366) this employee stock ownership plan, 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 Jiangxi Hungpai New Material Co.Ltd(605366) or comes from the information publicly disclosed by Jiangxi Hungpai New Material Co.Ltd(605366) to ensure that all materials and information provided by Jiangxi Hungpai New Material Co.Ltd(605366) are true, accurate and complete, free from false records, major omissions or misleading statements, and assume full responsibility for the authenticity, accuracy and integrity of materials and information. (II) the independent financial advisor issues this report with a professional attitude of honesty, trustworthiness, diligence and responsibility, and is responsible for the authenticity, accuracy and completeness of this report.
(III) the purpose of this report is to give opinions on the matters of the employee stock ownership plan, which does not constitute any investment suggestions for Jiangxi Hungpai New Material Co.Ltd(605366) and the independent financial consultant shall not be responsible for the possible risks arising from any investment decisions made by investors based on this report.
(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 Jiangxi Hungpai New Material Co.Ltd(605366) government.
(V) this report is only used by Jiangxi Hungpai New Material Co.Ltd(605366) implementing the employee stock ownership plan in accordance with the guiding opinions and self regulatory guidance No. 1, 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 financial advisor is based on the following assumptions:
(I) there is no significant change in the current relevant national laws, regulations and policies;
(II) Jiangxi Hungpai New Material Co.Ltd(605366) 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 the ESOP (I) scope of participants of the ESOP
The participants of the ESOP are directors (excluding independent directors), supervisors, senior managers and core employees who the board of directors of the Company deems necessary to be encouraged, with a total of no more than 11, including 8 directors (excluding independent directors), supervisors and senior managers participating in the ESOP. The final participants are determined according to the actual subscription.
The company will hire lawyers to express legal opinions on whether the ESOP and its related matters are legal and compliant, whether necessary decision-making and deliberation procedures have been performed, and whether the obligation of information disclosure has been performed in accordance with the relevant provisions of the CSRC and the Shanghai Stock Exchange. (II) criteria for determining participants of employee stock ownership plan
The holder of the ESOP is determined by the board of directors of the company in accordance with the company law, securities law, guiding opinions, self regulatory guidance No. 1 and other relevant laws and regulations and the relevant provisions of the articles of association. All the holders work in the company and have employment or labor relations with the company. (III) participants and distribution proportion of employee stock ownership plan
The total number of participants of the ESOP is no more than 11, and the total number of shares to be subscribed is no more than 3.3 million, accounting for 0.99% of the total share capital of the company, including 8 directors (excluding independent directors), supervisors and senior managers participating in the ESOP, with a total subscription of 2.67 million shares, accounting for 80.91% of the total share capital of the ESOP; The total number of other core employees subscribed was 630000 shares, accounting for 19.09% of the total amount of the shareholding plan. The final number of participants, amount and number of copies shall be determined according to the actual payment. The participants and distribution proportion of this ESOP are as follows:
The number of shares subscribed by name and position accounts for the total of the employee stock ownership plan
Proportion of (10000 shares)
Chairman and general manager of Ji Jinshu 120.00 36.36%
Lang Fengping, director and deputy general manager 16.00 4.85%
Hu Chengfa, deputy general manager 31.00 9.39%
Li mingzai, deputy general manager 16.00 4.85%
Ji Guancheng, deputy general manager 21.00 6.36%
Zhang Jie, deputy general manager and Secretary of the board of directors 21.00 6.36%
Chen Jie, CFO 21.00 6.36%
Song Jiankun employee representative supervisor 21.00 6.36%
8 directors, supervisors and senior managers in total 267.00 80.91%
3 other core employees in total 63.00 19.09%
Total (no more than 11 persons) 330.00 100%
If the holder waives the participation qualification, the shares of the shareholding plan he intends to participate in and hold can be subscribed by other qualified participants. There is no arrangement for a third party to provide rewards, subsidies, information and other information for employees to participate in the ESOP. The total number of shares held by all effective employee stock ownership plans of the company shall not exceed 10% of the total share capital of the company, and the number of shares of the company corresponding to the share of employee stock ownership plan held by a single holder shall not exceed 1% of the total share capital of the company. The total number of shares held by the employee stock ownership plan does not include the shares obtained by employees before the listing of the company’s initial public offering, the shares purchased by themselves through the secondary market, the shares obtained through equity incentive and the shares obtained through asset restructuring. (IV) capital, stock source, purchase price and scale of employee stock ownership plan
1. Capital source of employee stock ownership plan
The capital sources of the employee stock ownership plan are employees’ legal salary, self raised funds and other ways allowed by laws and regulations. The company will not provide advance, guarantee, loan and other financial assistance to the holder in any way.
The upper limit of the total funds raised by the employee stock ownership plan is 23.199 million yuan. The total amount of capital payable by participating employees is the number of shares subscribed by employees, which is calculated at 7.03 yuan / share. The specific amount and number of shares of the holders of the employee stock ownership plan are determined according to the actual contribution amount. The holder shall pay the subscription capital in full on schedule according to the number of subscribed shares, and the payment time of the employee stock ownership plan shall be subject to the payment notice of the employee stock ownership plan. If the holder fails to pay the subscription funds on time and in full, he will automatically lose the corresponding subscription rights.
2. ESOP stock source
The share source of the ESOP is the shares repurchased by the company’s special account for repurchase. After the ESOP is reviewed and approved by the general meeting of shareholders of the company, it is proposed to transfer the shares repurchased by the company through non trading transfer and other ways permitted by laws and regulations.
The company held the 8th meeting of the second board of directors on December 20, 2021, deliberated and approved the proposal on share repurchase scheme by centralized bidding transaction, and agreed that the company would use its own funds to repurchase shares of the company by centralized bidding transaction for the implementation of employee stock ownership plan; The price of repurchased shares shall not exceed RMB 20 / share (inclusive); The total amount of share repurchase funds shall not be less than 30 million yuan (inclusive) and not more than 60 million yuan (inclusive). The term of share repurchase shall be within 12 months from the date when the board of directors of the company deliberates and approves the repurchase plan.
As of February 21, 2022, the company has repurchased 3300000 shares in the form of centralized bidding transaction, accounting for 0.99% of the total share capital of the company. The highest price of repurchasing is 14.15 yuan / share, the lowest price of repurchasing is 12.58 yuan / share, the average price of repurchasing is 13.42 yuan / share, and the total amount paid is 4429663300 yuan (excluding stamp duty, transaction commission and other transaction expenses). The implementation of the share repurchase scheme has been completed. 3. Purchase price and pricing basis of employee stock ownership plan
After the ESOP is deliberated and approved by the general meeting of shareholders of the company, it is proposed to transfer the shares repurchased by the company through non transaction transfer and other ways permitted by laws and regulations. The transfer price is 7.03 yuan / share, and the transfer price is not lower than the higher of the following prices:
(1) The total amount of shares held by employees is 14.05 yuan per share (the average trading price of the company’s shares 1 day before the trading day of the draft trading plan is 1.05 yuan per share);
(2) The average trading price of the company’s shares in the 20 trading days before the announcement of the draft employee stock ownership plan (the total trading volume of shares in the first 20 trading days / the total trading volume of shares in the first 20 trading days) is 50% of 13.11 yuan per share, which is 6.56 yuan per share.
The company is mainly engaged in the R & D, production and sales of new silicon-based materials such as functional silane and nano silicon materials and other chemical additives
