Shanghai Xingong Yihe Enterprise Management Consulting Co., Ltd
about
Sifang North Electro-Optic Co.Ltd(600184) Co., Ltd
Restricted stock incentive plan for 2022
Matters related to the first grant
of
Independent financial advisor Report
Independent financial advisor:
April, 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 form of equity to be granted in this incentive plan and the source and type of underlying shares involved 7 2. The number of rights and interests to be granted under the incentive plan and its proportion in the total share capital 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 Chapter V approval procedures for the implementation of this incentive plan Chapter VI the granting of restricted shares 17 I. details of the first grant of restricted shares 17 II. Differences between the equity incentive plan implemented this time and the equity incentive plan approved by the general meeting of shareholders Chapter VII description of the conditions of this restricted stock Grant 19 I. conditions for granting restricted shares II. Description of the conditions of the board of directors for granting 19 Chapter VIII verification opinions of independent financial adviser twenty-one
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 Sifang North Electro-Optic Co.Ltd(600184) Co., Ltd. (hereinafter referred to as " Cubic Sensor And Instrument Co.Ltd(688665) ," 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 incentive of listed companies, the Listing Rules of Shanghai Stock Exchange on the science and innovation board, the self regulatory guide No. 4 for listed companies on the science and innovation board - disclosure of equity incentive information, and on the basis of Cubic Sensor And Instrument Co.Ltd(688665) providing relevant materials, Issue independent financial advisory opinions for the reference of Cubic Sensor And Instrument Co.Ltd(688665) all shareholders and relevant parties.
1、 The documents and materials on which the independent financial adviser's report is based are provided by Cubic Sensor And Instrument Co.Ltd(688665) who has assured the independent financial adviser that the relevant information about the incentive plan provided by Cubic Sensor And Instrument Co.Ltd(688665) 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 Cubic Sensor And Instrument Co.Ltd(688665) and the documents and materials 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. At the same time, the independent financial adviser urges investors to carefully read the 2022 restricted stock incentive plan of Sifang North Electro-Optic Co.Ltd(600184) Co., Ltd. and other materials publicly disclosed by relevant listed companies.
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 the investors that the independent financial advisor's report does not constitute any investment advice for Cubic Sensor And Instrument Co.Ltd(688665) and the independent financial advisor will not bear any responsibility for the possible risks of any investment decisions made by the investors according to the independent financial advisor's report.
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
Cubic Sensor And Instrument Co.Ltd(688665) , listed company and company refer to Sifang North Electro-Optic Co.Ltd(600184) Co., Ltd
This incentive plan refers to the 2022 restricted stock incentive plan of Sifang North Electro-Optic Co.Ltd(600184) Co., Ltd
Shanghai Xingong Yihe Enterprise Management Consulting Co., Ltd. on Sifang North Electro-Optic Co.Ltd(600184) you's independent financial advisory report refers to the independent financial advisory report on matters related to the first grant of restricted stock incentive plan in 2022
Independent financial consultant refers to Shanghai Xingong Yihe Enterprise Management Consulting Co., Ltd
Restricted shares and class II restricted shares 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 conditions
Incentive objects refer to the senior managers and core technology (business) backbones of the company (including subsidiaries) who obtain restricted shares 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 Shanghai Stock Exchange
China Securities Depository and Clearing Corporation refers to the Shanghai Branch of China Securities Depository and Clearing Corporation Limited
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 Administrative Measures refer to the administrative measures for equity incentive of listed companies
Listing Rules refers to the Listing Rules of Shanghai Stock Exchange's Sci tech innovation board
The self regulatory guide refers to the self regulatory guide for listed companies on the science and Innovation Board No. 4 - disclosure of equity incentive information
The articles of association refers to the articles of association of Sifang North Electro-Optic Co.Ltd(600184) Co., Ltd
The company's assessment management measures refer to the assessment management measures for the implementation of the restricted stock incentive plan of Sifang North Electro-Optic Co.Ltd(600184) Co., Ltd. in 2022
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、 Cubic Sensor And Instrument Co.Ltd(688665) 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 by the 19th meeting of the first board of directors and the first extraordinary general meeting of shareholders in 2022. 1、 The form of equity to be granted under the incentive plan and the source and types of underlying stocks involved
The incentive form adopted in this incentive plan is restricted stock (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 1.15 million shares, accounting for 1.64% of the total share capital of the company of 70 million shares on the announcement date of the draft incentive plan. Among them, 955000 restricted shares were granted for the first time, accounting for 1.36% of the total share capital of the company on the announcement date of the draft incentive plan and 83.04% of the total number of restricted shares to be granted in the incentive plan; 195000 shares are reserved, accounting for 0.28% of the total share capital of the company on the announcement date of the draft incentive plan, and the reserved part accounts for 16.96% 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) validity period of the incentive plan
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 60 months.
(II) grant date of the incentive plan
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, 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 of the incentive plan
The restricted shares granted by 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 attribution conditions. The attribution date must be the trading day within the validity period of the incentive plan, but shall not be vested in 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
