Shenzhen value online consulting Co., Ltd
about
Shenzhen Baoming Technology Co.Ltd(002992) 2022 restricted stock incentive plan (Draft)
Independent financial advisor Report
April, 2002
catalogue
Chapter I interpretation 1 Chapter II statement 3 chapter 3 basic assumptions 5 chapter IV main contents of this incentive plan 6 I. incentive tools and their stock sources 6 II. Number of restricted shares to be granted 6 III. scope and distribution of incentive objects 7 IV. validity period, grant date, restriction period, lifting of restriction arrangement and lock up period of this incentive plan 8 v. the grant price of restricted shares and the determination method of the grant price Vi. conditions for granting and lifting restrictions on the sale of restricted shares 13 VII. Other contents of this incentive plan 19 Chapter V opinions of independent financial adviser 20 I. verification opinions on the feasibility of equity incentive plan 20 II. Verification opinions on the pricing method of the award price of this incentive plan 23 III. financial opinions on the implementation of equity incentive plan of the company 24 IV. opinions on the rationality of the company's performance appraisal system and appraisal methods 24 v. verification opinions on whether the incentive plan is conducive to the sustainable development of the company 26 VI. verification opinions on whether the incentive plan damages the interests of the company and all shareholders 27 VII. Other matters that should be explained 27 Chapter VI documents and places for future reference 29 I. list of documents for future reference 29 II. Location of documents for future reference twenty-nine
Chapter I interpretation
In this report, unless otherwise specified, the following abbreviations have the following meanings:
Interpretation item interpretation content
Shenzhen Baoming Technology Co.Ltd(002992) , the company, listed companies
Refers to Shenzhen Baoming Technology Co.Ltd(002992)
company
Restricted stock incentive plan, this incentive Shenzhen Baoming Technology Co.Ltd(002992) 2022 restricted stock index
Incentive plan, this incentive plan, this plan ticket incentive plan
The Shenzhen Baoming Technology Co.Ltd(002992) 2022 restrictive incentive plan (Draft) refers to
Stock incentive plan (Draft)
Independent financial advisory report of Shenzhen value online consulting Co., Ltd. on Shenzhen baoben report and the 2022 restricted stock incentive plan (Draft) of Technology Co., Ltd. specified in this independent financial advisory report
Independent financial consultant and value online refers to Shenzhen value online consulting Co., Ltd
The conversion of restricted shares obtained by the incentive object in accordance with the conditions specified in the incentive plan refers to
Shares of the company whose rights are limited
In accordance with the provisions of this incentive plan, the directors, senior managers and other personnel deemed necessary by the board of directors of the company that obtains restricted shares (including the subsidiaries of the incentive object)
The date on which the company grants restricted shares to incentive objects. The grant date refers to
Must be a trading day
The incentive grant price determined by the company to grant restricted shares to incentive objects refers to
The price at which the object acquires shares in the company
From the date when the registration of the first grant of restricted shares is completed to the date when the incentive pair validity period refers to the date when all the restricted shares granted are lifted or repurchased and cancelled
The restricted shares granted to the incentive object under the plan are prohibited from being transferred to the restricted term index
The period during which a debt is transferred, guaranteed or repaid
After the conditions for lifting the restrictions on sales specified in the plan are met, the incentive object will hold the term index for lifting the restrictions on sales
The period during which some restricted stocks can be lifted and listed for circulation
According to the plan, the conditions for lifting the restrictions on the sale of restricted shares obtained by incentive objects refer to
Conditions that must be met
Remuneration and assessment 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 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
Self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 self regulatory guidelines No. 1 refers to
——Business handling
The articles of association refers to the Shenzhen Baoming Technology Co.Ltd(002992) articles of association
Restrictive assessment measures
Management measures for the implementation and assessment of stock incentive plan
RMB / 10000 yuan / 100 million yuan refers to RMB / 10000 yuan / 100 million yuan
Note: 1. The financial data and financial indicators quoted in the independent financial consultant's report refer to the financial data in the consolidated statement and the financial indicators calculated based on such financial data unless otherwise specified.
2. In this independent financial adviser's report, the difference in the mantissa between the sum of some total figures and each detailed figure is caused by rounding.
Chapter II declaration
Value online is entrusted to act as the independent financial advisor of Shenzhen Baoming Technology Co.Ltd(002992) 2022 restricted stock incentive plan and issue this report. The independent financial advisor's report is based on the relevant information provided by Shenzhen Baoming Technology Co.Ltd(002992) on the basis of the provisions of laws, regulations and normative documents such as the company law, the securities law, the administrative measures and the self regulatory guide No. 1, for the reference of Shenzhen Baoming Technology Co.Ltd(002992) all shareholders and all parties.
1、 The documents and materials on which the independent financial adviser's report is based are provided by or publicly disclosed by Shenzhen Baoming Technology Co.Ltd(002992) and Shenzhen Baoming Technology Co.Ltd(002992) has assured the independent financial adviser that the relevant information about the incentive plan and the relevant information publicly disclosed are true, accurate and complete, and that there are no false records, misleading statements or major omissions in such information.
2、 The independent financial adviser only gives opinions on the feasibility of this incentive plan, whether it is conducive to the sustainable development of the company, the rationality of relevant pricing methods, whether it damages the interests of the company and its impact on the interests of shareholders, and does not constitute any investment suggestions for Shenzhen Baoming Technology Co.Ltd(002992) the independent financial adviser is not responsible for the possible risks arising from any investment decisions made by investors according to this report.
3、 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.
4、 The independent financial consultant invites all shareholders of the company to carefully read the relevant information about the incentive plan, such as the Shenzhen Baoming Technology Co.Ltd(002992) 2022 restricted stock incentive plan (Draft) publicly disclosed by the company.
5、 Based on diligence, prudence and due diligence to all shareholders of the company, and following the principles of objectivity and impartiality, the independent financial advisor conducted in-depth investigation on the matters involved in the incentive plan and effectively communicated with relevant personnel of the company. On this basis, the independent financial advisor has issued this report and is responsible for the authenticity, accuracy and completeness of this report.
Chapter III basic assumptions
The opinions expressed in this independent financial adviser's report are based on the following assumptions:
1、 There are no major changes in the current relevant national laws, regulations and policies, the national policies and market environment of the company's industry, and the social and economic environment of the company's region.
2、 Shenzhen Baoming Technology Co.Ltd(002992) and the materials and information provided and publicly disclosed by relevant parties are true, accurate and complete. 3、 There are no other obstacles to this incentive plan. All agreements involved can be effectively approved and finally completed on schedule.
4、 All parties involved in the implementation of this incentive plan can abide by the principle of honesty and trustworthiness and fully perform all their obligations in accordance with the plan of the equity incentive plan and the terms of relevant agreements.
5、 There are no significant adverse effects caused by other force majeure and unpredictable factors.
Chapter IV main contents of this incentive plan
Shenzhen Baoming Technology Co.Ltd(002992) this incentive plan is prepared by the remuneration and assessment committee under the board of directors of the company. It has been deliberated and approved at the 18th (Interim) meeting of the Fourth Board of directors of the company and needs to be deliberated by the general meeting of shareholders of the company. The main contents are as follows:
1、 Incentive instruments and their stock sources
The incentive tool used in this incentive plan is restricted stock. The stock source is the company's A-share common stock issued to the incentive object.
2、 Number of restricted shares to be granted
The number of restricted shares to be granted to incentive objects in this incentive plan is 7.3996 million shares, accounting for 4.13% of the company's total share capital of 179349235 shares at the time of announcement of the draft incentive plan; Among them, 6399600 shares were granted for the first time, accounting for 3.57% of the company's total share capital of 179349235 shares at the time of announcement of the draft incentive plan, and 86.49% of the total equity granted for the first time; 1 million shares are reserved for grant, accounting for 0.56% of the company's total share capital of 179349235 shares at the time of announcement of the draft incentive plan, and the reserved part accounts for 13.51% of the total equity granted this time.
As of the date of announcement of the draft incentive plan, the total number of subject shares involved in the equity incentive plan of the company in the whole validity period has not exceeded 10% of the total share capital of the company at the time of announcement of the draft incentive plan. 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% of the total share capital of the company at the time of announcement of the draft incentive plan, and the proportion of reserved rights and interests does not exceed 20.00% of the number of rights and interests to be granted in the incentive plan.
From the date of the announcement of the draft incentive plan to the completion of the registration of the restricted shares granted to 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 or reduction of shares, and the allotment of shares, the number of restricted shares granted will be adjusted accordingly in accordance with the relevant provisions of the incentive plan.
3、 Distribution of incentive objects
(I) scope of incentive objects
The total number of incentive objects granted for the first time in this incentive plan is 89, including:
1. Directors and senior managers;
2. Other personnel deemed necessary by the board of directors.
The above incentive objects do not include the company's independent directors, supervisors and 5 listed companies held individually or jointly
