Securities code: Jcet Group Co.Ltd(600584) company abbreviation: Jcet Group Co.Ltd(600584) Shanghai Rongzheng Investment Consulting Co., Ltd
about
Jcet Group Co.Ltd(600584)
2022 stock option incentive plan (Draft)
of
Independent financial advisor Report
April 2022
catalogue
1、 Interpretation 2. Statement 3. Basic assumptions 4. Main contents of this plan 5 (I) equity incentive objects and distribution 5 (II) number of stock options granted 6 (III) stock source 6 (IV) validity period, grant date and relevant time arrangement after grant of stock options 6 (V) exercise price of stock option and determination method of exercise price 8 (VI) conditions for granting and exercising stock options 10 (VII) other contents of the incentive plan 13 v. opinions of independent financial adviser 14 (I) verification opinions on whether the incentive plan meets the provisions of policies and regulations 14 (II) verification opinions on the feasibility of the company’s implementation of the incentive plan 15 (III) verification opinions on the scope and qualification of incentive objects 16 (IV) verification opinions on the amount of equity granted under the incentive plan 16 (VI) verification opinions on the exercise price pricing method and the rationality of the pricing method of the incentive plan 17 (VII) verification opinions on whether there is any situation damaging the interests of the listed company and all shareholders in the plan 19 (VIII) financial opinions on the implementation of equity incentive plan of the company (IX) opinions on the impact of the company’s implementation of equity incentive plan on the sustainable operation ability and shareholders’ equity of listed companies
…… 20 (x) opinions on the rationality of the performance appraisal system and methods of listed companies 21 (XI) others 21 (XII) other matters that should be explained 22 VI. documents for future reference and consultation methods 23 (I) documents for future reference 23 (II) consultation method twenty-three
1、 Definition: listed company, company, Jcet Group Co.Ltd(600584) means Jcet Group Co.Ltd(600584)
Equity incentive plan and this incentive plan refer to Jcet Group Co.Ltd(600584) 2022 stock option incentive plan (Draft)
Stock option refers to the right granted by the company to the incentive object to purchase a certain number of shares of the company with predetermined conditions and prices in a certain period of time in the future
Incentive objects refer to the middle-level managers and core technical (business) backbone of the company and its subsidiaries who have obtained stock options in accordance with the provisions of this incentive plan
Grant date refers to the date on which the company grants stock options to incentive objects, and the grant date must be the trading day
The validity period refers to the period from the date when the stock option is granted to the incentive object to the expiration of the stock option
The behavior of the incentive object to exercise the stock options it owns according to the incentive plan. The exercise of rights in the incentive plan refers to the behavior of the incentive object to purchase the underlying shares according to the conditions and prices set in the incentive plan
The exercisable date refers to the date when the incentive object can start exercising the right. The exercisable date must be the trading day
Exercise price refers to the price at which the incentive object purchases Jcet Group Co.Ltd(600584) shares determined in the incentive plan
Exercise conditions refer to the conditions that must be met for the incentive object to exercise stock options according to the incentive plan
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
The articles of association refers to the Jcet Group Co.Ltd(600584) articles of association
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shanghai Stock Exchange
Yuan means RMB yuan
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 Jcet Group Co.Ltd(600584) and all parties involved in the plan have guaranteed to the independent financial adviser that all the 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 adviser shall not bear any risk liability arising therefrom.
(II) the independent financial adviser only gives opinions on whether the plan is fair and reasonable to the shareholders of Jcet Group Co.Ltd(600584) .
(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 plan publicly disclosed by the listed company.
(V) based on the principle of diligence, prudence and responsibility towards Jcet Group Co.Ltd(600584) all shareholders, the independent financial consultant has conducted in-depth investigation on the matters involved in the plan and carefully reviewed relevant materials. The scope of investigation includes the articles of association, salary management measures, relevant resolutions of the board of directors and the general meeting of shareholders, relevant financial reports and production and operation plans of the company, On this basis, the consultant has independently communicated the authenticity, accuracy and effectiveness of the financial report of the listed company, and assumed the responsibility for the authenticity and effectiveness of the report.
This report is prepared in accordance with the requirements of the company law, securities law, administrative measures and other laws, regulations and normative opinions, 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 the plan are true and reliable;
(IV) there are no other obstacles to the plan, and all agreements involved can be effectively approved and finally completed on schedule;
(V) all parties involved in the plan can fully perform all obligations in good faith and in accordance with the terms of the plan and relevant agreements;
(VI) there is no significant adverse impact caused by other unpredictable and force majeure factors.
4、 Main contents of the plan
Jcet Group Co.Ltd(600584) 2022 stock option incentive plan is formulated by the remuneration and assessment committee under the board of directors of listed companies. It is a long-term incentive plan for the company’s core employees according to the current policy environment in China and the actual situation of Jcet Group Co.Ltd(600584) . This report of the independent financial adviser will give professional opinions on the plan. (I) equity incentive objects and distribution
1. The total number of incentive objects involved in this incentive plan is 1382, including:
(1) Middle managers of the company;
(2) The core technology (business) backbone of the company.
All incentive objects must sign employment contracts or labor contracts with the company or its subsidiaries when they are granted stock options and within the assessment period of the incentive plan.
2. The following personnel shall not become incentive objects:
(1) Being identified as an inappropriate candidate by the stock exchange within the last 12 months;
(2) In the last 12 months, it has been identified as an inappropriate candidate by the CSRC and its dispatched offices;
(3) Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations in the last 12 months;
(4) Those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law;
(5) Those who are not allowed to participate in the equity incentive of listed companies according to laws and regulations;
(6) Other circumstances recognized by the CSRC.
If any of the above circumstances occurs to the incentive object during the implementation of the incentive plan, the company will terminate its right to participate in the incentive plan and cancel its granted but not exercised stock options.
The distribution of stock options granted by the incentive plan among incentive objects is shown in the table below:
The proportion of the granted shares to the number of job options in the name of the incentive plan and the total share capital on the date of announcement (10000 copies)
Middle management and core technology (business) backbone (1382 persons) 311300 100.00% 1.75%
Total 311300 100.00% 1.75%
Note: 1 The incentive objects of the 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.
2. 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.
3. If the incentive object waives the granted rights and interests for any reason, the board of directors shall adjust the number of grants accordingly.
4. Any difference in mantissa between the sum of the above total and each detailed number is caused by rounding. (II) number of stock options granted
The number of stock options to be granted in the incentive plan is 31.13 million, accounting for about 1.75% of the total share capital of the company at the time of announcement of the draft incentive plan. 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.
Before the incentive objects exercise their rights, if the company changes its capital reserve into share capital, distributes stock dividends, splits or shrinks shares, allots shares and other matters, the number of stock options granted will be adjusted accordingly in accordance with the provisions of this incentive plan. (III) stock source
The incentive plan adopts the incentive method of stock option, and the stock source is the company’s A-share common stock issued to the incentive object. (IV) validity period, grant date and relevant time arrangement after grant of stock options
1. Validity period of the plan
The validity period of the incentive plan shall be no more than 48 months from the date of grant of stock options granted to the date of exercise or cancellation of all stock options granted to the incentive object.
2. Grant date of the plan
The grant date 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. The grant date must be a trading day. If the date determined according to the following principles is a non trading day, the grant date shall be postponed to the first trading day thereafter. The grant date shall be within 60 days from the date when the incentive plan is deliberated and approved by the general meeting of shareholders of the company. At that time, the company shall convene the board of directors to authorize the incentive object according to relevant regulations, and complete the registration, announcement and other relevant procedures. If the company fails to complete the above work within 60 days, the implementation of the incentive plan will be terminated and the stock options not granted will become invalid.
3. Waiting period of the plan
Different waiting periods are applicable to all stock options granted to incentive objects, which are calculated from the date of grant. The interval between the grant date and the vesting date shall not be less than 12 months. The stock options granted to the incentive object under the incentive plan shall not be transferred, used for guarantee or debt repayment before exercise.
4. Vesting date of the plan
(1) The stock option waiting period of the incentive plan is 12 months, 24 months and 36 months respectively from the date of grant of the corresponding stock option.
After the incentive plan is approved by the general meeting of shareholders, the stock option can be exercised after 12 months from the date of grant. The exercisable date must be a trading day, but may not be exercised 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 is delayed due to special reasons, it shall be calculated from 30 days before the original scheduled announcement date;
2) Ten 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 the date of disclosure according to law;
4) Other periods prescribed by the CSRC and the Shanghai Stock Exchange.
(2) If the exercise conditions specified in the incentive plan are met, the incentive object can exercise according to the following exercise arrangements.
The exercise period of stock options granted under the incentive plan and the exercise schedule of each period are shown in the table below
Exercise schedule
