Securities code: Jcet Group Co.Ltd(600584) securities abbreviation: Jcet Group Co.Ltd(600584) Shanghai Rongzheng Investment Consulting Co., Ltd
about
2022 employee stock ownership plan (Draft)
of
Independent financial advisor Report
April 2022
catalogue
1、 Interpretation 3 II. Statement 4 III. basic assumptions 5 IV. main contents of the employee stock ownership plan six
(I) basic principles of the employee stock ownership plan six
(II) participants and determination criteria of the employee stock ownership plan six
(III) capital source, stock source, purchase price and scale of employee stock ownership plan eight
(IV) duration, lock-in period and assessment standard of employee stock ownership plan eight
(V) management mode of employee stock ownership plan eleven
(VI) change and termination of employee stock ownership plan and disposal of holder’s rights and interests sixteen
(VII) other contents of employee stock ownership plan 19 v. verification opinions of the independent financial consultant on the employee stock ownership plan twenty
(I) verification opinions on whether the ESOP complies with policies and regulations twenty
(II) verification opinions on the feasibility of the company’s implementation of the employee stock ownership plan twenty-two
(III) the impact of the implementation of the employee stock ownership plan on the company’s sustainable operation ability and shareholders’ equity twenty-two
(IV) verification opinions on whether the plan has obvious damage to the interests of the listed company and all shareholders 23 VI. conclusion 23 VII. Matters to be brought to the attention of investors 23 VIII. Documents for future reference and consultation methods twenty-four
(I) documents for future reference twenty-four
(II) consultation method 24 I. interpretation
In this independent financial adviser’s report, unless the context otherwise requires, the following abbreviations refer to the following meanings:
Jcet Group Co.Ltd(600584) , the company and the company refer to Jcet Group Co.Ltd(600584)
Employee stock ownership plan, employee stock ownership plan
Transfer and stock ownership plan refers to the employee stock ownership plan of Jcet Group Co.Ltd(600584) 2022
Draft of employee stock ownership plan and draft of this plan refer to (Draft) of Jcet Group Co.Ltd(600584) 2022 employee stock ownership plan
Holders and participants refer to the employees of the company and its subsidiaries participating in the employee stock ownership plan
Holder’s meeting means an employee stock ownership plan meeting
Management Committee means the Management Committee of the employee stock ownership plan
The management measures refer to the management measures of Jcet Group Co.Ltd(600584) 2022 employee stock ownership plan
The underlying stock refers to the A-share common stock of Changdian technology transferred and held by the employee stock ownership plan through legal means
CSRC refers to the China Securities Regulatory Commission
Shanghai 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 guiding opinions refer to the guiding opinions on the pilot implementation of ESOP by listed companies
The articles of association refers to the Jcet Group Co.Ltd(600584) articles of association
Yuan, 10000 yuan and 100 million yuan refer to RMB yuan, 10000 yuan and 100 million yuan
Note: there may be differences in the mantissa of some totals in the draft plan due to rounding.
2、 Statement
The independent financial consultant accepts the appointment of Jcet Group Co.Ltd(600584) as the independent financial consultant of the company for the implementation of the employee stock ownership plan. According to the relevant provisions of the guiding opinions, and based on the materials provided by Jcet Group Co.Ltd(600584) and the information publicly disclosed, the independent financial consultant issues this report on the feasibility of Jcet Group Co.Ltd(600584) employee stock ownership plan and 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 Jcet Group Co.Ltd(600584) or comes from the information publicly disclosed by Jcet Group Co.Ltd(600584) and Jcet Group Co.Ltd(600584) guarantees the authenticity, accuracy and completeness of all materials and information provided by Jcet Group Co.Ltd(600584) without false records, major omissions or misleading statements, and assumes full responsibility for the authenticity, accuracy and completeness of materials and information;
(II) the independent financial consultant 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 Jcet Group Co.Ltd(600584) 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 advisor invites investors to carefully read the full text of the announcement and relevant annexes of the employee stock ownership plan issued by Jcet Group Co.Ltd(600584) government;
(V) this report shall only be used for other purposes of the employee stock ownership plan. 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) Jcet Group Co.Ltd(600584) 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 employee stock ownership plan
(I) basic principles of the employee stock ownership plan
1. Principle of legal compliance
The company implements the employee stock ownership plan, performs the procedures in strict accordance with the provisions of laws and administrative regulations, and makes information disclosure truthfully, accurately, completely and timely. No one shall use the employee stock ownership plan to engage in securities fraud such as insider trading and manipulation of the securities market.
2. Principle of voluntary participation
The implementation of the employee stock ownership plan by the company follows the principle of independent decision of the company and voluntary participation of employees. There is no case of forcing employees to participate in the employee stock ownership plan by means of apportionment, forced distribution, etc.
3. Principle of benefit sharing
The employee stock ownership plan is conducive to mobilizing the work enthusiasm of the core team and key employees, encouraging long-term service, forming a benefit sharing mechanism among shareholders, the company and holders, and guiding holders to align their behavior with the medium and long-term strategic objectives of the company.
4. Risk bearing principle
The participants of the employee stock ownership plan are responsible for their own profits and losses, bear their own risks, and have equal rights and interests with other investors.
(II) participants and determination criteria of the employee stock ownership plan
1. Criteria for determining participants
The company has determined the list of participants of the employee stock ownership plan in accordance with the company law, securities law, guiding opinions and other relevant laws, administrative regulations, normative documents and the articles of association, and in combination with the actual situation. All participants must work in the company, sign labor contracts or be employed by the company.
2. Scope of holders of the ESOP
In order to ensure the implementation of the company’s strategy, enhance market competitiveness and performance growth, the holders of the shareholding plan include the directors, supervisors, senior managers and other core business management backbones of the company (including subsidiaries, the same below) who play an important role and influence on the overall performance and medium and long-term development of the company.
3. Verification of shareholding plan holders
Under any of the following circumstances, you cannot participate in the employee stock ownership plan:
(1) Those who have been publicly condemned or declared inappropriate by the Shanghai Stock Exchange in the past three years;
(2) Being administratively punished by the CSRC for major violations of laws and regulations in the past three years;
(3) In the last three years, the company has been punished for disclosing state or company secrets, embezzlement, theft, embezzlement, bribery, bribery, dereliction of duty, or dereliction of duty in violation of national laws and regulations, or in violation of public order, good customs, professional ethics and ethics
(4) Circumstances determined by the board of directors that it cannot become the holder of the employee stock ownership plan;
(5) Other circumstances specified in relevant laws, regulations or normative documents that cannot become the holder of the employee stock ownership plan.
The board of supervisors of the company shall verify the list of holders and explain the verification at the general meeting of shareholders. The lawyers employed by the company express clear legal opinions on the qualifications of the holders, whether they have fulfilled the necessary review procedures and whether they comply with the company law, the securities law, the guiding opinions and other relevant laws and regulations, the articles of association and the employee stock ownership plan (Draft).
4. Participants and distribution of the employee stock ownership plan
The participants of the employee stock ownership plan are directors, supervisors, senior managers and other core business management backbones of the company (including subsidiaries, the same below) who play an important role and influence on the overall performance and medium and long-term development of the company. The total number of employees to participate in the subscription is no more than 46.
The shares held by the participants of this ESOP are as follows:
The share to be held by the holder’s position is expected to account for the proportion of this employee stock ownership
Proportion of total share of name (10000 copies)
Zheng Li Director / CEO
Luo Hongwei, Director / Executive Vice President
LEE CHOON
Heng chief technology officer
(Li Chunxing) 6694365792%
Senior vice president of capital operation
Mu Haoping
CEO
Wu Hongkun, Secretary of the board of directors
Shenyang employee Supervisor
Other core business management backbone (40 persons) 11606634208%
Total (46 persons) 18 Ningbo Shuanglin Auto Parts Co.Ltd(300100) %
Note: when the plan is established, “share” is taken as the subscription unit, and each share is 1 yuan.
If the holder waives the participation qualification, the shares of the stock ownership plan he intends to participate in and hold can be declared by other qualified participants. The Management Committee of the employee stock ownership plan can adjust the list of participants and their shares according to the actual situation of the employees. There is no arrangement for a third party to provide rewards, subsidies, information and other information for employees to participate in the ESOP.
(III) capital source, stock source, purchase price and scale of the employee stock ownership plan
1. Source of funds
The total amount of funds raised by the employee stock ownership plan is no more than 183 million yuan, which comes from the self raised funds of employees and the incentive fund of employee stock ownership plan established by the company. Among them, the upper limit of employees’ contribution with their own funds is 73 million yuan, and the amount of incentive fund withdrawn by the company does not exceed 3.72% of the audited net profit attributable to shareholders of Listed Companies in 2021, about 110 million yuan. The ratio between the employee’s own capital contribution and the reward fund withdrawn by the company is 1:1.5.
2. Source of underlying stock involved in ESOP
After the employee stock ownership plan (Draft) is approved by the general meeting of shareholders, the employee stock ownership plan will entrust the asset management institution to establish the asset management plan. The asset management plan will purchase and hold Jcet Group Co.Ltd(600584) shares ( Jcet Group Co.Ltd(600584) . SH) through the secondary market or other means permitted by laws and administrative regulations within six months after the ESOP is approved by the general meeting of shareholders, and the company will timely fulfill the obligation of information disclosure as required.
3. Scale of underlying shares involved in ESOP
If the shares are obtained through competitive trading in the secondary market, the total number of shares corresponding to the ESOP is about 7.93 million shares (assuming that the closing price of 23.09 yuan / share on April 13, 2022 is taken as the average purchase price of all shares of the ESOP), accounting for about 0.45% of the total existing share capital of the company. The specific transaction quantity shall be subject to the actual quantity at the time of transaction.
The upper limit of the fund raised by the employee stock ownership plan is 183 million yuan, with “shares” as the subscription unit, each share is 1 yuan, and the upper limit of the number of shares of the employee stock ownership plan is 183 million.
After the implementation of the employee stock ownership plan, the total number of shares held by all effective employee stock ownership plans shall not exceed 10% of the total share capital of the company, and the number of underlying shares corresponding to the share of employee stock ownership plan held by any holder shall not exceed the share capital of the company
