Notice of Shenzhen Tashan Enterprise Management Consulting Co., Ltd. on Risuntek Inc(002981) 2022 stock option incentive plan (Draft)
Independent financial advisor Report
April, 2002
catalogue
catalogue 1 interpretation 2 declare that 3 I. main contents of stock option incentive plan 4 (I) stock source and grant quantity of stock options 4 (II) scope of incentive objects and distribution of stock options 4 (III) exercise price and determination method of stock options 5 (IV) validity period, grant date, waiting period, exercise arrangement and sales restriction provisions of stock option incentive plan 5 (V) grant conditions and exercise conditions of stock options 7 (VI) other contents of stock option incentive plan 10 II. Opinions of independent financial adviser 11 (I) verification opinions on the feasibility of implementing the equity incentive plan 11 (II) verification opinions on accounting treatment of equity incentive plan 13 (III) verification opinions on the implementation of the assessment system of equity incentive plan 13 (IV) verification opinions on the impact of the implementation of equity incentive plan on the company's sustainable operation ability and shareholders' equity 14 (V) verification opinions on whether the implementation of equity incentive plan damages the interests of the company and all shareholders 14 III. documents and places for future reference 15 (I) documents for future reference 15 (II) location for future reference fifteen
interpretation
In this report, unless the context otherwise requires, the following words have the following meanings:
Risuntek Inc(002981) . The company refers to Risuntek Inc(002981) (Securities abbreviation: Risuntek Inc(002981) ; securities code: Risuntek Inc(002981) )
This incentive plan refers to the stock option incentive plan of Risuntek Inc(002981) 2022
Equity incentive plan (Draft), this incentive refers to Risuntek Inc(002981) 2022 stock option incentive plan (Draft) incentive plan (Draft)
The independent financial advisory report of Shenzhen Tashan Enterprise Management Consulting Co., Ltd. on Guangdong Chaoyang Power and this report refers to the independent financial advisory report of the 2022 stock option incentive plan (Draft) of the subsidiary Technology Co., Ltd
Stock option refers to the right granted by the company to the incentive object to purchase a certain number of company shares under predetermined conditions in the future
Incentive object refers to the personnel participating in the 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 exercise price refers to the price at which the incentive object purchases the company's shares determined in the incentive plan
The period during which the conditions for the incentive object to exercise the stock option set in the incentive plan have not yet waited for the achievement of the expected index shall be calculated from the date of completing the registration of the stock option granted to the incentive object
Exercise period refers to the period during which the stock options held by the incentive object can be exercised after the exercise conditions set in the incentive plan are met
Exercise conditions refer to the conditions determined in the incentive plan that must be met by the incentive object to exercise stock options
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 Risuntek Inc(002981) articles of association
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shenzhen Stock Exchange
The independent financial consultant refers to Shenzhen Tashan Enterprise Management Consulting Co., Ltd
Yuan, 10000 yuan and 100 million yuan refer to RMB yuan, 10000 yuan and 100 million yuan
Statement
He Shan consulting has accepted the entrustment to act as the independent financial consultant for the stock option incentive plan of Risuntek Inc(002981) 2022 and issue this report. For the issuance of this report, the independent financial advisor hereby makes the following statement:
1. This report is prepared in accordance with the company law, the securities law, the administrative measures and other laws, regulations and normative documents, and based on the relevant materials and information provided by the company. The company has guaranteed that the relevant materials and information provided about the incentive plan are true, accurate and complete, and there are no false records, misleading statements or major omissions.
2. The independent financial adviser only gives professional opinions on the feasibility of the incentive plan, whether it is conducive to the sustainable development of the listed company, whether it damages the interests of the listed company and its impact on the interests of shareholders. It does not constitute any investment suggestions for the listed company. The independent financial adviser will not be responsible for the possible risks arising from any investment decisions made by investors according to this report.
3. The opinions expressed in this report are based on the following assumptions: there is no significant change in the current relevant national laws, regulations and policies; There is no significant change in the market, economic and social environment of the region and industry where the company is located; The materials and information provided by the company are true, accurate and complete; All parties involved in this incentive plan can fully and properly perform all obligations in good faith in accordance with the terms of this incentive plan and relevant agreements; The incentive plan has no other obstacles and can be completed smoothly; There are no other force majeure and unpredictable factors causing significant adverse effects.
4. The independent financial consultant issues this report in accordance with the principles of objectivity, impartiality and good faith. This report is only for the purpose for which the company intends to implement this incentive plan, and shall not be used for any other purpose.
1、 Main contents of stock option incentive plan (I) stock source and grant quantity of stock option
1. The stock source of this incentive plan is the company's A-share common stock issued to the incentive object. 2. The number of stock options to be granted in the incentive plan is 2 million, accounting for about 2.08% of the total share capital of 96 million shares at the time of announcement of the draft incentive plan. Among them, 1.7289 million shares were granted for the first time, accounting for about 1.80% of the company's total share capital of 96 million shares at the time of announcement of the draft incentive plan and 86.45% of the total equity to be granted this time; 271100 reserved grants, accounting for about 0.28% of the company's total share capital of 96 million shares at the time of announcement of the draft incentive plan and 13.56% of the total equity to be granted this time.
The total shares of the company involved in the equity incentive plan within the validity period of the company shall not exceed 10% of the total share capital of the company.
During the period from the date of announcement of the incentive plan to the completion of the exercise of stock options by 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 stock options granted / exercised will be adjusted accordingly. (II) scope of incentive objects and distribution of stock options
No more than 65 incentive objects are granted for the first time in this incentive plan, including the company's directors, senior managers, other key management personnel of the company (including subsidiaries) and core technical backbone (excluding the company's independent directors, supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the company's shares and their spouses, parents and children). The determination of incentive objects reserved for grant shall refer to the standard of first grant.
All incentive objects must work in the company (including subsidiaries) and sign labor contracts or employment agreements when the company grants stock options and during the assessment period of this incentive plan.
The distribution of stock options granted under the incentive plan is shown in the table below:
Serial number name nationality position granted amount in total granted amount in total share capital
(10000 copies)
1 Yu Qisheng, deputy general manager of China 12.00 6.00% 0.125%
2 Xu linzhe, director and chief financial officer of China 4.50 2.25% 0.047%
3 yuan Hong, Secretary of the board of directors of China 4.00 2.00% 0.042%
4 other key management personnel and core technical backbone 152.39 76.20% 1.587%
(62 persons in total)
Reserved 27.11 13.56% 0.282%
Total 200.00 100.00% 2.083%
Note: 1. Any difference in mantissa between the sum of the above total data and each detailed data is caused by rounding.
2. Before the registration of stock option grant is completed, if the incentive object abandons the granted rights and interests, the board of directors shall adjust the number of grants accordingly, and directly reduce the rights and interests abandoned by the incentive object or distribute them among other incentive objects or adjust them to reserved grants.
The cumulative shares of the company granted by any incentive object of the incentive plan through all the equity incentive plans within the validity period shall not exceed 1% of the total share capital of the company. (III) exercise price and determination method of stock options
1. Exercise price of stock options
The exercise price of stock options (including reserved) granted by the incentive plan is 21.81 yuan / share. That is, after meeting the exercise conditions, the incentive object can purchase the A-share common shares issued by the company at the price of 21.81 yuan per share.
2. Determination method of exercise price of stock option
The exercise price of the stock options (including reserved) granted by the incentive plan shall not be lower than the par value of the company's shares, and shall not be lower than the higher of the following prices:
(1) The average trading price of the company's shares on the trading day before the announcement of the incentive plan (the total trading volume of the company's shares on the previous trading day / the total trading volume of the company's shares on the previous trading day) is 20.82 yuan per share;
(2) The average trading price of the company's shares in the 20 trading days before the announcement of the incentive plan (the total trading volume of the company's shares in the first 20 trading days / the total trading volume of the company's shares in the first 20 trading days) is 21.81 yuan per share. (IV) the validity period, grant date, waiting period, exercise arrangement and sales restriction provisions of the stock option incentive plan
1. Term of validity
The validity period of the incentive plan is from the date of the first grant of stock options to the date of all exercise or cancellation, and the longest period shall not exceed 48 months.
2. Grant date
After the incentive plan is deliberated and approved by the general meeting of shareholders of the company, the board of directors shall determine the grant date, which must be the trading day. Within 60 days from the date of the first meeting of the board of directors to review and approve the incentive plan, it will be completed and approved in accordance with the relevant procedures. If the company fails to complete the above work within 60 days, it shall disclose the reasons for the failure in time and terminate the implementation of the incentive plan.
The stock options reserved for grant in this incentive plan shall be granted before the disclosure of the company's report for the third quarter of 2022, otherwise, the stock options reserved for grant shall be invalid.
3. Waiting period and exercise arrangement
The waiting period of stock options granted under this incentive plan is 12 months and 24 months respectively from the date of completion of grant registration. The stock options granted to the incentive object under this incentive plan shall not be transferred, pledged, mortgaged, used to guarantee or repay debts.
After the waiting period of the incentive plan expires, the stock options granted to the incentive object enter the vesting period. After meeting the corresponding exercise conditions, the stock option will be exercised according to the exercise arrangement of this incentive plan, which shall comply with the relevant provisions of the CSRC and Shenzhen Stock Exchange. 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 Shenzhen Stock Exchange.
The exercise arrangement of stock options granted for the first time in the incentive plan is shown in the table below:
Exercise arrangement
