Company abbreviation: Luxi Chemical Group Co.Ltd(000830) securities code: Luxi Chemical Group Co.Ltd(000830)
Shanghai Rongzheng Investment Consulting Co., Ltd
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Luxi Chemical Group Co.Ltd(000830)
2021 restricted stock incentive plan (Revised Draft)
Independent financial advisor Report
April 2022
catalogue
1、 Interpretation 3 II. Statement 5 III. basic assumptions 6 IV. main contents of this restricted stock incentive plan 7 (I) source of incentive instruments and underlying stocks 7 (II) number of restricted shares granted 7 (III) scope and distribution of incentive objects 7 (IV) validity period, grant date and relevant time arrangement after the grant of restricted shares 8 (V) method for determining the grant price of restricted shares 10 (VI) restricted stock assessment conditions 11 (VII) other contents of the incentive plan 15 v. opinions of independent financial adviser 16 (I) verification on whether the incentive plan of Luxi Chemical Group Co.Ltd(000830) 2021 restricted stock complies with the provisions of policies and regulations
Check opinions 16 (II) verification opinions on the feasibility of the company’s equity incentive plan 17 (III) verification opinions on the scope and qualification of incentive objects 17 (IV) verification opinions on the amount of equity granted under the equity incentive plan 18 (V) verification opinions on the determination method of the grant price of the equity incentive plan (VI) verification opinions on whether the listed company provides any form of financial assistance to the incentive object 19 (VII) verification of whether the equity incentive plan damages the interests of the listed company and all shareholders
opinion…… 20 (VIII) financial opinions on the implementation of equity incentive plan of the company (IX) the impact of the company’s implementation of equity incentive plan on the sustainable operation ability and shareholders’ equity of listed companies
opinion…… 21 (x) opinions on the rationality of the performance appraisal system and methods of listed companies 22 (XI) other matters that should be explained 22 VI. documents for future reference and consultation methods 24 (I) documents for future reference 24 (II) consultation method 24 I. interpretation Luxi Chemical Group Co.Ltd(000830) , the company refers to Luxi Chemical Group Co.Ltd(000830) company and listed company
Independent financial consultant refers to Shanghai Rongzheng Investment Consulting Co., Ltd
Independent financial advisory report refers to the independent financial advisory report of Shanghai Rongzheng Investment Consulting Co., Ltd. on Luxi Chemical Group Co.Ltd(000830) 2021 restricted stock incentive plan (Revised Draft)
Equity incentive plan refers to the Luxi Chemical Group Co.Ltd(000830) 2021 restricted stock incentive plan
This incentive plan
Restricted stocks: the company grants a certain number of target stocks to the incentive object according to the conditions and prices specified in the incentive plan, which refers to the company’s stocks. These stocks are set with a certain period of restricted sale 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
According to the provisions of this incentive plan, the directors, senior managers, middle managers and core backbone personnel of the company (including branches and subsidiaries) who obtain restricted shares.
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 of each restricted stock granted by the company to the incentive object
The restricted sale period refers to 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
The period of lifting the restriction on sales refers to the period during which the restricted shares held by the incentive object can be lifted and listed for circulation after the conditions for lifting the restriction on sales specified in the incentive plan are met
The conditions for lifting the restriction on sale refer to the conditions that must be met for the restricted shares obtained by the incentive object to be lifted according to the incentive plan
The term of validity refers to the period from the date of completion of the registration of restricted shares to the date when all restricted shares are lifted or repurchased
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
Document No. 175 refers to the Trial Measures for the implementation of equity incentive by state-owned holding listed companies (domestic) (Guo Zi FA FA FA Fen [2006] No. 175)
Document No. 171 refers to the notice on issues related to regulating the implementation of equity incentive system by state-owned holding listed companies (gzffd [2008] No. 171)
The work guidelines refer to the guidelines for the implementation of equity incentive by listed companies controlled by central enterprises (gzkp [2020] No. 178)
The articles of association refers to the Luxi Chemical Group Co.Ltd(000830) articles of association
Remuneration Committee refers to the remuneration and assessment committee of the board of directors
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shenzhen Stock Exchange
Yuan means RMB yuan
Note: 1. The financial data and financial indicators quoted in this report refer to the financial data in the consolidated statement and the financial indicators calculated based on such financial data unless otherwise specified.
2. In this report, the difference in the mantissa between the sum of some total figures and each detailed figure is caused by rounding.
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 Luxi Chemical Group Co.Ltd(000830) and all parties involved in the incentive plan have guaranteed to the independent financial adviser that all 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 advisor does not assume any risk liability arising therefrom.
(II) the independent financial adviser only gives opinions on whether the restricted stock incentive plan is fair and reasonable to Luxi Chemical Group Co.Ltd(000830) shareholders and its impact on shareholders’ rights and interests and the sustainable operation of the listed company, which does not constitute any investment suggestions for Luxi Chemical Group Co.Ltd(000830) and does not bear any responsibility for the possible risks arising from any investment decisions made by investors according to this report.
(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 principles of diligence, prudence and due diligence to all shareholders of the listed company, the independent financial adviser has conducted in-depth investigation on the matters involved in the restricted stock incentive plan and carefully reviewed the relevant materials. The scope of the investigation includes the articles of association of the listed company, salary management measures, resolutions of previous board of directors and general meeting of shareholders, financial reports of the company in the last three years and the latest period The company’s production and operation plan, and has effectively communicated with the 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.
This report is in accordance with the company law, the securities law, the administrative measures, the state owned assets supervision and Administration Commission of the State Council’s Trial Measures for the implementation of equity incentive by state-controlled listed companies (domestic) (Guo Zi FA FA FA FA FA FA Fa [2006] No. 175), the notice on issues related to regulating the implementation of equity incentive system by state-controlled listed companies (Guo Zi FA FA FA FA FA FA FA Fa [2008] No. 171) The guidelines for the implementation of equity incentive by listed companies controlled by central enterprises (gzkp [2020] No. 178) and other laws, regulations and normative documents shall be prepared according to the relevant materials provided by listed companies.
3、 Basic assumptions
The independent financial advisor’s report issued by the independent financial advisor is based on the following assumptions: (I) there is no significant change in the current relevant laws, regulations and policies of the country;
(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 this restricted stock incentive plan are true and reliable;
(IV) there are no other obstacles to this restricted stock incentive plan, and all agreements involved can be effectively approved and finally completed on schedule;
(V) all parties involved in this restricted stock incentive plan can fully 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、 Main contents of this restricted stock incentive plan
The incentive plan for Luxi Chemical Group Co.Ltd(000830) 2021 restricted stock (Revised Draft) (hereinafter referred to as the “incentive plan (Revised Draft)”) is formulated by the remuneration and assessment committee of the board of directors of listed companies. According to the current policy environment in China and the actual situation of Luxi Chemical Group Co.Ltd(000830) in China, the company adopts a restricted stock incentive plan for the incentive objects. This report of the independent financial adviser will give professional opinions on the incentive plan (Revised Draft). (I) source of incentive instruments and underlying stocks
The incentive tool adopted in this incentive plan is restricted stock.
The stock source is the company’s A-share common stock issued to the incentive object.
(II) number of restricted shares granted
The incentive plan intends to grant a total of no more than 19.04 million restricted shares to the incentive objects, accounting for about 1.00% of the total share capital of the company at the time of announcement of the draft incentive plan. Among them, 16098000 shares were granted for the first time, accounting for about 84.55% of the total granted under the plan and about 0.85% of the total share capital of the company at the time of announcement of the draft incentive plan; 2.942 million shares are reserved, accounting for about 15.45% of the total granted under the plan and about 0.15% of the total share capital of the company at the time of announcement of the draft incentive plan. (III) scope and distribution of incentive objects
The number of incentive objects to be granted in this incentive plan for the first time is about 276, including directors, senior managers, middle managers and core backbone personnel of the company (including branches and holding subsidiaries, the same below).
Among the above incentive objects, directors must be elected by the general meeting of shareholders and senior managers must be appointed by the board of directors. All incentive objects must have employment, employment or labor relations with the company or its branches / subsidiaries when they are granted incentive rights.
The incentive objects involved in this incentive 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.
The incentive object of the reserved grant part shall be determined within 12 months after the incentive plan is considered and approved by the general meeting of shareholders. After the incentive object of the reserved grant part is proposed by the board of directors, the independent directors and the board of supervisors express clear opinions, lawyers express professional opinions and issue legal opinions, the company shall timely and accurately disclose the relevant information of the incentive object on the designated website as required. If the incentive object is not clearly identified for more than 12 months, the reserved rights and interests shall become invalid. The distribution of restricted shares granted by the incentive plan is shown in the table below:
Proportion of restricted shares granted to the current total number of shares, name, job ticket, total number of shares (10000 shares)
1 Chairman Zhang Jincheng 12.80 0.67% 0.007%
2 Zhang Jinlin, deputy general manager 12.40 0.65% 0.007%
3 Wang Fuxing, deputy general manager 11.90 0.63% 0.006%
4. Director Cai Yingqiang 11.30 0.59% 0.006%
5 Wang Yanji, deputy general manager 12.10 0.64% 0.006%
6 Dong Shuguo, deputy general manager 11.50
