Securities abbreviation: Inventronics (Hangzhou) Inc(300582) securities code: 300582 Shanghai Rongzheng Investment Consulting Co., Ltd
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Inventronics (Hangzhou) Inc(300582) Electronics (Hangzhou) Co., Ltd
Restricted stock incentive plan for 2021
Matters related to suspension of grant
of
Independent financial advisor Report
January 2022
catalogue
1、 Interpretation 3 II. Statement 4 III. basic assumptions 5 IV. the approval procedures for this restricted stock incentive plan 6 v. opinions of independent financial adviser 9 (I) description of achievements of equity grant conditions 9 (II) suspension of grant 9 (III) differences between this grant and the incentive plan adopted by the general meeting of shareholders 10 (IV) description of the impact of the implementation of this incentive plan on the financial status and operating results of relevant years 11 (V) concluding observations 11 VI. documents for future reference and consultation methods 13 (I) documents for future reference 13 (II) consultation method 13 I. interpretation
1. Listed company, the company, the company, Inventronics (Hangzhou) Inc(300582) : refers to Inventronics (Hangzhou) Inc(300582) Electronics (Hangzhou) Co., Ltd.
2. The incentive plan, the plan and the incentive plan refer to the restricted stock incentive plan of Inventronics (Hangzhou) Inc(300582) Electronics (Hangzhou) Co., Ltd. in 2021.
3. Restricted shares (class I restricted shares): the company grants a certain number of company shares to the incentive object according to the conditions and prices specified in the incentive plan. The restricted sale period of such shares is set for a certain period. The restricted sale and circulation can be lifted only after the conditions for lifting the restricted sale specified in the incentive plan are met.
4. Incentive object: according to the provisions of the incentive plan, the directors, senior managers, core managers, core technical (business) personnel of the company (including subsidiaries, the same below) who obtain restricted shares and other employees deemed necessary by the board of directors of the company, the incentive plan is also for foreign employees of the company and subsidiaries.
5. Grant date: refers to the date on which the company grants restricted shares to incentive objects. It must be a trading day. 6. Grant price: refers to the price of each restricted stock granted by the company to the incentive object.
7. Validity period: the period from the date of completion of the registration of the grant of restricted shares to the date when all the restricted shares granted to the incentive object are lifted or repurchased.
8. Restricted sale period: the period during which the restricted shares granted to the incentive object under the incentive plan are prohibited from being transferred, used for guarantee and debt repayment.
9. Release period: refers to the period during which the restricted shares held by the incentive object can be released and listed for circulation after the release conditions specified in the incentive plan are met.
10. Conditions for lifting the restriction on sales: refers to the conditions that must be met for the incentive object to lift the restriction on sales of restricted shares according to the restricted stock incentive plan.
11. Company Law: refers to the company law of the people's Republic of China.
12. Securities Law: refers to the securities law of the people's Republic of China.
13. Administrative measures: refers to the administrative measures for equity incentive of listed companies.
14. Articles of association: refers to the articles of association of Inventronics (Hangzhou) Inc(300582) Electronics (Hangzhou) Co., Ltd.
15. Listing Rules: refers to the Shenzhen Stock Exchange GEM Listing Rules (revised in 2020). 16. CSRC: refers to the China Securities Regulatory Commission.
17. Stock exchange and Shenzhen Stock Exchange: refer to Shenzhen Stock Exchange.
18. Yuan and 10000 yuan: refer to RMB yuan and 10000 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 Inventronics (Hangzhou) Inc(300582) . 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 legality, authenticity Be responsible for accuracy, completeness and timeliness. The independent financial advisor shall not bear any risk liability arising therefrom.
(II) the independent financial adviser only gives opinions on whether the suspension of the grant of the restricted stock incentive plan is fair and reasonable to the shareholders of Inventronics (Hangzhou) Inc(300582) and its impact on the shareholders' rights and interests and the continuous operation of the listed company, which does not constitute any investment suggestions for Inventronics (Hangzhou) Inc(300582) and the possible risks to any investment decisions made by the investors according to this report, The independent financial advisor assumes no responsibility.
(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 restricted stock incentive plan publicly disclosed by the listed company.
(V) based on the principle of diligence, prudence and due diligence to all shareholders of the listed company, the independent financial adviser conducted in-depth investigation on the matters involved in the suspension of the grant of the restricted stock incentive plan and carefully reviewed the relevant materials. The scope of investigation includes the articles of association of the listed company, salary management measures, relevant resolutions of the board of directors and the general meeting of shareholders Financial reports of relevant companies, production and operation plans of the company, and effective communication with relevant personnel of the listed company. On this basis, the independent financial adviser's report is issued, and is responsible for the authenticity, accuracy and completeness of the report.
The independent financial adviser's report is prepared in accordance with the requirements of the company law, securities law, administrative measures and other laws, regulations and normative documents and 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 on the suspension of the grant of the restricted stock incentive plan are true and reliable;
(IV) there are no other obstacles to the suspension of the grant of the restricted stock incentive plan, and all agreements involved can be effectively approved and finally completed on schedule;
(V) all parties involved in the suspension of the grant of the restricted stock incentive plan can perform all obligations in good faith and in accordance with the terms of the incentive plan and relevant agreements;
(VI) there is no significant adverse impact caused by other unpredictable and force majeure factors.
4、 The approval procedures for this restricted stock incentive plan have been fulfilled
1. The remuneration and assessment committee of the board of directors of the company formulated the restricted stock incentive plan (Draft) in 2021 and submitted it to the board of directors of the company for deliberation.
2. On May 7, 2021, the company held the sixth meeting of the third board of directors and the fourth meeting of the third board of supervisors, deliberated and adopted the proposal on the company's 2021 restricted stock incentive plan (Draft) and its summary, and the proposal on the management measures for the implementation and assessment of the company's 2021 restricted stock incentive plan The independent directors of the company expressed independent opinions on relevant matters such as the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company's restricted stock incentive plan in 2021. Shanghai jintiancheng (Hangzhou) law firm has issued corresponding legal opinions on this. Shanghai Rongzheng Investment Consulting Co., Ltd. issued an independent financial advisory report.
3. On May 10, 2021, the company opened the website at www.cn.info.com.cn The list of incentive objects granted for the first time was announced, and the names and positions of incentive objects were publicized within the company from May 10, 2021 to May 20, 2021. During the publicity period, the company's employees can give feedback to the board of supervisors in written or oral form; At the expiration of the publicity period, the board of supervisors of the company did not receive any feedback raising objections to the proposed incentive object or other information. The board of supervisors of the company checked the list of incentive objects granted for the first time and issued verification opinions, believing that the subject qualification of incentive objects is legal and effective.
4. On May 25, 2021, the company's first extraordinary general meeting of shareholders in 2021 deliberated and adopted the proposal on the company's 2021 restricted stock incentive plan (Draft) and its summary, and the proposal on the management measures for the implementation and assessment of the company's 2021 restricted stock incentive plan Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company's restricted stock incentive plan in 2021. The company's implementation of the restricted stock incentive plan in 2021 was approved, and the board of directors was authorized to determine the grant date, grant restricted shares to the incentive objects when the incentive objects meet the conditions, and handle all matters necessary for the grant. The board of directors of the company issued the self inspection report of Inventronics (Hangzhou) Inc(300582) Electronics (Hangzhou) Co., Ltd. on the trading of stocks by insiders of the restricted stock incentive plan in 2021. According to the self inspection, the insiders of relevant insider information did not engage in insider trading within 6 months before the public disclosure of the company's restricted stock incentive plan in 2021.
5. On June 25, 2021, the company held the 7th Meeting of the 3rd board of directors and the 5th meeting of the 3rd board of supervisors, deliberated and adopted the proposal on adjusting the grant quantity and grant price of restricted stock incentive plan in 2021 and the proposal on granting restricted stock incentive plan to the incentive objects of restricted stock incentive plan in 2021 for the first time
It is agreed to grant 776100 class I restricted shares to 14 incentive objects with RMB 5.567/share and 487473 class II restricted shares to 170 incentive objects with RMB 6.194/share on June 25, 2021 as the grant date, and it is decided to suspend the grant of 84000 class I restricted shares to Ms. Lin Jing, the director of the company. The supervisors of the company verified the list of incentive objects granted restricted shares for the first time.
The independent directors of the company have expressed their independent opinions on the above proposal, Shanghai jintiancheng (Hangzhou) law firm has issued corresponding legal opinions, and Shanghai Rongzheng Investment Consulting Co., Ltd. has issued an independent financial advisory report.
6. On July 17, 2021, the company opened the website at www.cn.info.com.cn The announcement on the completion of the grant registration of class I restricted shares (fixed additional shares) of the restricted stock incentive plan in 2021 was disclosed on the. On July 21, 2021, the company opened the website at www.cn.info.com.cn The announcement on the completion of the grant registration of class I restricted shares (repurchase shares) of the restricted stock incentive plan in 2021 was disclosed on the. The grant date of restricted shares is June 25, 2021, the grant price is RMB 5.567/share, and the listing date of granted shares is July 20, 2021. The company granted 618600 restricted shares to 13 incentive objects this time, of which 20293600 shares were granted to the company's A-share common shares issued by the company to the incentive objects, and 415664 shares were granted to the company's A-share common shares repurchased. So far, the company has completed the grant and registration of class I restricted shares under the restricted stock incentive plan in 2021. 7. On August 23, 2021, the company held the 10th meeting of the 3rd board of directors and the 8th meeting of the 3rd board of supervisors, deliberated and adopted the proposal on repurchase and cancellation of restricted shares granted but not unlocked to some incentive objects. According to the management measures and other relevant laws, regulations and normative documents, as well as the company's 2021 restricted stock incentive plan and other relevant provisions, in view of the resignation of one incentive object of the original class I restricted stock in the company's 2021 restricted stock incentive plan, the company plans to repurchase and cancel a total of 18900 restricted shares that have been granted but not unlocked, The repurchase price is the grant price of 5.567 yuan / share.
8. On January 6, 2022, the company held the 14th meeting of the third board of directors and the 12th meeting of the third board of supervisors, deliberated and adopted the proposal on granting restricted shares to incentive objects whose grant of Restricted Shares Incentive Plan in 2021 was suspended, and agreed to determine January 6, 2022 as the grant date of the deferred grant part, A total of 84000 class I restricted shares were granted to Ms. Lin Jing, the incentive object, at a grant price of RMB 5567 / share. The supervisors of the company verified the list of incentive objects.
The independent directors of the company have expressed their independent opinions on the above proposal, Shanghai jintiancheng (Hangzhou) law firm has issued corresponding legal opinions, and Shanghai Rongzheng Investment Consulting Co., Ltd. has issued an independent financial advisory report.
In conclusion, the independent financial adviser believes that as of the date of issuance of this report, Inventronics (Hangzhou) Inc(300582) the restricted shares granted to the incentive object have obtained the necessary approval and authorization, which is in line with the relevant provisions of the management measures and the company's incentive plan.
5、 Opinions of the independent financial adviser (I) description of the achievement of the conditions for granting rights and interests
1. The company is not under any of the following circumstances:
(1) An audit report with a negative opinion or unable to express an opinion on the financial and accounting report of the most recent fiscal year issued by a certified public accountant;
(2) The internal control of the financial report of the most recent fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant;
(3) Failure to distribute profits in accordance with laws and regulations, articles of association and public commitments within 36 months after listing;
(4) Equity incentive is not allowed according to laws and regulations;
(5) Other circumstances recognized by the CSRC.
2. The incentive object does not have any of the following situations:
(1) Being identified as inappropriate by the stock exchange within the last 12 months;
(2) It has been identified as an inappropriate candidate by the CSRC and its dispatched offices within the last 12 months;
(3) In the last 12 months, he was arrested by China for major violations of laws and regulations
