Shenzhen Tashan Enterprise Management Consulting Co., Ltd
About the adjustment of Cngr Advanced Material Co.Ltd(300919) 2022 restricted stock incentive plan
And the first grant
Independent financial advisor Report
April, 2002
catalogue
interpretation…… 3 declare that 4 I. the approval procedures of the incentive plan have been fulfilled 5 II. Status of this award 6 III. differences between this grant and the incentive plan adopted by the general meeting of shareholders IV. description of the achievement of the conditions for this grant 11 v. opinions of independent financial consultant 12 VI. documents and places for future reference thirteen
interpretation
In this report, unless the context otherwise requires, the following words have the following meanings: Cngr Advanced Material Co.Ltd(300919) , listed company and company refer to Cngr Advanced Material Co.Ltd(300919) (Securities abbreviation: Cngr Advanced Material Co.Ltd(300919) ; securities code: Cngr Advanced Material Co.Ltd(300919) )
Equity incentive plan and restricted stock refer to Cngr Advanced Material Co.Ltd(300919) 2022 restricted stock incentive plan and this incentive plan
Equity incentive plan (Draft) refers to the draft incentive plan for Cngr Advanced Material Co.Ltd(300919) 2022 restricted stock incentive plan (Draft)
The report of Shenzhen Tashan Enterprise Management Consulting Co., Ltd. on the independent financial consultant of Zhongwei new materials and this report refers to the adjustment of the restricted stock incentive plan of the company in 2022
And the independent financial advisor’s report on the first grant
Restricted stocks and underlying stocks refer to a certain number of company stocks granted by the company to incentive objects
Incentive objects include the company’s directors, senior managers, core technical personnel and other personnel deemed necessary by the board of directors
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 at which the incentive object purchases the company’s shares as determined in the incentive plan
The restricted sale period refers to the period during which restricted shares cannot be transferred, mortgaged, pledged, used for guarantee or debt repayment when the conditions for lifting the restricted sale have not been fulfilled
The release period refers to the period during which the restricted shares granted to the incentive object can be released and listed after the release conditions are met
The conditions for lifting the restriction refer to the conditions that must be met for the restricted shares granted to the incentive object to be lifted
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 Cngr Advanced Material Co.Ltd(300919) articles of association
Listing Rules refers to the Listing Rules of Shenzhen Stock Exchange gem
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
China Securities Depository and Clearing Corporation refers to China Securities Depository and Clearing Co., Ltd
The independent financial consultant refers to Shenzhen Tashan Enterprise Management Consulting Co., Ltd
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
Statement
Tashan consulting is entrusted to act as the independent financial advisor of Cngr Advanced Material Co.Ltd(300919) 2022 restricted stock incentive plan 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, securities law, administrative measures, listing rules 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 about the incentive plan provided by it 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、 The approval procedures of the incentive plan have been fulfilled
1. On March 18, 2022, the 28th meeting of the first board of directors of the company deliberated and approved the proposal on the company’s restricted stock incentive plan in 2022 (Draft) and its summary, the proposal on the measures for the assessment and management of the implementation of the company’s restricted stock incentive plan in 2022, and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive.
On the same day, the independent directors of the company expressed their independent opinions on the implementation of the incentive plan.
2. On March 18, 2022, the 16th meeting of the first session of the board of supervisors deliberated and adopted the proposal on the company’s restricted stock incentive plan in 2022 (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company’s restricted stock incentive plan in 2022, and the proposal on verifying the list of some incentive objects granted by the company’s restricted stock incentive plan for the first time in 2022.
3. From March 19 to March 28, 2022, the list of some incentive objects first granted by the restricted stock incentive plan in 2022 was publicized on the company’s bulletin board, and the names and positions of the incentive objects were publicized. During the publicity period, no organization or individual raised objections or adverse reactions, and there was no feedback record. On April 1, 2022, the company disclosed the review opinions and publicity of the board of supervisors on the list of some incentive objects first granted by the company’s restricted stock incentive plan in 2022. The board of supervisors checked the list of some incentive objects first granted by the incentive plan and explained the publicity.
4. On April 6, 2022, the company held the first extraordinary general meeting of shareholders in 2022, deliberated and passed the proposal on the company’s restricted stock incentive plan in 2022 (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company’s restricted stock incentive plan in 2022, and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive, It also disclosed the self inspection report on the trading of company shares by insiders and incentive objects of the restricted stock incentive plan in 2022.
5. On April 13, 2022, the company held the 29th meeting of the first board of directors and the 17th meeting of the first board of supervisors, and deliberated and adopted the proposal on adjusting the list and number of incentive objects granted for the first time in the 2022 restricted stock incentive plan and the proposal on the company granting restricted shares to incentive objects for the first time. The board of supervisors of the company verified the adjusted list of incentive objects again and expressed their consent. The independent directors of the company have expressed their independent opinions on the adjustment and grant of the incentive plan. 2、 Status of this grant
1. First grant date: April 13, 2022.
2. Grant price: 63.97 yuan / share.
3. Number of shares granted for the first time: 468565300 shares.
4. Stock source: the company issues A-share common stock to the incentive object.
5. Number of persons granted for the first time: 1040. The specific allocation is shown in the table below:
Proportion of restrictions granted in sequence to the total number of shares (10000 shares) of the company on the date of announcement of restricted shares
1 Tao Wu, director and vice president of China 3.88 0.83% 0.006%
2 Liao Xingxing, Secretary of the board of directors of China 3.78 0.81% 0.006%
3 Zhu Zongyuan, CFO of China 3.38 0.72% 0.006%
4 Li Weihua Chinese core technicians 3.68 0.79% 0.006%
5. Shuo Chinese core technicians 3.68 0.79% 0.006%
6 Yin Guizhen Chinese core technicians 3.48 0.74% 0.006%
7 Ren Yongzhi, Chinese core technician 1.87 0.40% 0.003%
Kim business center
8 Dong Korea 2.625 0.56% 0.004%
Hoan Deputy General Manager
KANG
9 hee Korean experts 1.43 0.31% 0.002%
SAM
440760394.05% 0.729%
(1031 persons)
Total 4685653100.00% 0.774%
Note: 1. The shares of the company granted by any of the above incentive objects through all effective equity incentive plans do not exceed 1.00% of the total share capital of the company. The total number of underlying shares involved in all effective incentive plans of the company shall not exceed 20.00% of the total share capital of the company at the time of announcement of the plan. 2. If the total number in the above table is inconsistent with the mantissa of the sum of the sub item values, it is caused by rounding.
3. The incentive object of the reserved part shall be determined within 12 months after the plan is considered and approved by the general meeting of shareholders. After the proposal of the board of directors, the explicit opinions of the independent directors and the board of supervisors, the professional opinions of lawyers and the legal opinions are issued, the company shall disclose the relevant information of the incentive object in a timely and accurate manner on the designated website as required.
6. Validity period: the validity period of this incentive plan shall be no more than 60 months from the date of completion of the registration of the first grant of restricted shares to the date of lifting the restriction on the sale or repurchase cancellation of all the restricted shares granted to the incentive object. 7. Lifting the sales restriction arrangement:
The restricted sale periods of some restricted shares granted by the incentive plan for the first time are 12 months, 24 months and 36 months respectively from the date of completion of the registration of the grant of restricted shares. The restricted shares granted to the incentive object under this incentive plan shall not be transferred, used for guarantee or debt repayment before the restriction is lifted. The restricted shares granted to the incentive object, the shares obtained due to the conversion of capital reserve into share capital, stock dividend and stock subdivision, shall be restricted at the same time, and shall not be sold in the secondary market or transferred in other ways. The release period of such shares is the same as that of restricted shares.
After the expiration of the restriction, the company will handle the lifting of the restriction for the incentive objects who meet the conditions for lifting the restriction. The restricted shares held by the incentive objects who do not meet the conditions for lifting the restriction will be repurchased and cancelled by the company.
The restrictions on the sale of some restricted shares granted for the first time shall be lifted in three phases after 12 months from the date of completion of the registration of the first grant. The specific arrangements are as follows:
Release of restriction arrangement release of restriction time release of restriction
