Shanghai Xingong Technology Group Co., Ltd
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Shenzhen Kingsino Technology Co.Ltd(002548)
Restricted stock incentive plan for 2020
Matters related to the first lifting of restrictions on the sale of reserved grant shares and the repurchase and cancellation of some restricted shares
of
Independent financial advisor Report
Independent financial advisor:
January 2002
catalogue
Chapter one states that 3 Chapter II interpretation 5 chapter III basic assumptions Chapter IV main contents of restricted stock incentive plan eight
1、 The stock source of this incentive plan eight
2、 Number of restricted shares to be granted 8 III. validity period, grant date, restriction period, lifting of restriction arrangement and prohibition period of restricted stock incentive plan eight
4、 The grant price of restricted shares and its determination method eleven
5、 Conditions for the grant and release of restricted shares thirteen
6、 Description of the scientificity and rationality of the company’s performance evaluation index setting sixteen
7、 Other elements of the restricted stock plan seventeen
Chapter V approval procedures for the implementation of this restricted stock incentive plan 18 Chapter VI achievements of the conditions for lifting the restrictions in the first period of the reserved grant part of the incentive plan.22 I. The first period of the reserved grant part of the company’s 2020 restricted stock incentive plan meets the requirements for lifting the restrictions
Description of restricted conditions twenty-two
2、 The number of incentive objects and restricted shares that can be unlocked this time twenty-four
Chapter VII repurchase and cancellation of restricted shares twenty-five
1、 The reasons for the cancellation of some restricted shares in this repurchase twenty-five
2、 The number of restricted shares cancelled in this repurchase twenty-five
3、 Repurchase cancellation price twenty-six
4、 The source of funds for the repurchase and cancellation of restricted shares twenty-six
Chapter VIII verification opinions of the independent financial adviser twenty-seven
Chapter I declaration
Shanghai Xingong Technology Group Co., Ltd. (hereinafter referred to as “Xingong”) is entrusted to act as the independent financial adviser (hereinafter referred to as “the independent financial adviser”) of the restricted stock incentive plan (hereinafter referred to as “the incentive plan”) of Shenzhen Kingsino Technology Co.Ltd(002548) (hereinafter referred to as “the listed company” or “the company”) and prepare this report. The independent financial adviser’s report is based on the relevant provisions of the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “measures”) and other laws, regulations and normative documents, and on the basis of relevant materials provided by Shenzhen Kingsino Technology Co.Ltd(002548) , For Shenzhen Kingsino Technology Co.Ltd(002548) all shareholders and relevant parties\’ reference.
1. The documents and materials on which the independent financial adviser’s report is based are provided by Shenzhen Kingsino Technology Co.Ltd(002548) , and Shenzhen Kingsino Technology Co.Ltd(002548) has guaranteed to the independent financial adviser that the relevant information provided about the equity incentive is true, accurate and complete, and that such information does not contain false records, misleading statements or major omissions.
2. Based on the principle of diligence, prudence and due diligence to all shareholders of the listed company, and based on the principle of objectivity and impartiality, the independent financial adviser has conducted due diligence on the equity incentive matters, and has sufficient reasons to believe that there is no material difference between the professional opinions expressed and the documents disclosed by the listed company. And be responsible for the authenticity, accuracy and completeness of the independent financial adviser’s report.
3. The opinions expressed by the independent financial adviser are based on the following assumptions: there are no significant changes in the current national laws and regulations, and there are no significant changes in the national policies and market environment of the industry in which the listed company is located; There is no significant change in the social and economic environment of the region where the listed company is located; Shenzhen Kingsino Technology Co.Ltd(002548) and the documents provided by relevant parties are true, accurate and complete; All parties involved in this restricted stock plan can fully perform all obligations in good faith in accordance with the terms of the incentive plan and relevant agreements; The incentive plan can be approved by the competent department without other obstacles and can be completed smoothly; There is no significant change in the accounting policies and accounting systems currently implemented in this incentive plan; There is no significant adverse impact caused by other force majeure and unpredictable factors.
4. The independent financial advisor has no relationship with the listed company. The independent financial advisor issues an independent financial advisor’s report on this incentive plan in full accordance with the principles of objectivity and impartiality. At the same time, the independent financial adviser urges investors to carefully read the Shenzhen Kingsino Technology Co.Ltd(002548) 2020 restricted stock incentive plan and other materials publicly disclosed by relevant listed companies.
5. 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.
6. The independent financial advisor reminds the investors that this report does not constitute any investment proposal for Shenzhen Kingsino Technology Co.Ltd(002548) , and the independent financial advisor does not bear any responsibility for the possible risks of any investment decisions made by the investors according to this report.
Chapter II interpretation
In this independent financial adviser’s report, unless the context indicates, the following abbreviations have the following meanings:
Interpretation item interpretation content
Shenzhen Kingsino Technology Co.Ltd(002548) . Listed companies and companies refer to Shenzhen Kingsino Technology Co.Ltd(002548)
Restricted stock incentive plan and this incentive plan refer to Shenzhen Kingsino Technology Co.Ltd(002548) 2020 restricted stock incentive plan and this plan
Shanghai Xingong Technology Group Co., Ltd. on Shenzhen Shenzhen Kingsino Technology Co.Ltd(002548) This technology report and this independent financial advisor report refer to the independent financial advisor report on matters related to the first lifting of restrictions on sales, repurchase and cancellation of some restricted shares in the reserved grant part of the 2020 restricted stock incentive plan of the joint stock limited company
Independent financial consultant and Xingong Co., Ltd. refer to Shanghai Xingong Technology Group Co., Ltd
Restricted shares refer to the company’s shares whose transfer and other rights are restricted by the incentive object in accordance with the conditions specified in the incentive plan
Incentive objects refer to the directors, senior managers and core management / technical (business) personnel of the company (including subsidiaries) who obtain restricted shares in accordance with the provisions of the incentive plan
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 determined by the company when granting restricted shares to the incentive object and the incentive object obtains the shares of the company
If the conditions for the incentive object to exercise its rights and interests set in the incentive plan have not been fulfilled, the restricted sale period refers to the period during which the restricted shares cannot be transferred, used for guarantee or debt repayment, which shall be calculated from the date on which the incentive object is granted the restricted shares to be listed
The release period refers to the period during which the restricted shares held by the incentive object are released and can be listed and circulated after the release conditions specified in the incentive plan are met
The conditions for lifting the restriction on sales 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 grant of restricted shares to the date when all restricted shares are lifted or the repurchase and cancellation are completed
Remuneration Committee refers to the remuneration and assessment committee of the board of directors of the company
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shenzhen Stock Exchange
Registration and Clearing Company refers to Shenzhen Branch of China Securities Depository and Clearing Co., Ltd
Company law means the company law of the people’s Republic of China
Securities Law means 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 self regulatory guide refers to the self regulatory guide for listed companies of Shenzhen Stock Exchange No. 1 – business handling
Articles of association means the Shenzhen Kingsino Technology Co.Ltd(002548) articles of association
The company assessment management measures refer to the Shenzhen Kingsino Technology Co.Ltd(002548) 2020 restricted stock incentive
Management measures for planned implementation assessment
Yuan / 10000 yuan refers to RMB yuan / 10000 yuan, the legal currency unit of the people’s Republic of China
Chapter III basic assumptions
The independent financial adviser’s report is based on the following basic assumptions:
(I) there is no significant change in the current relevant national laws, regulations and policies;
(II) Shenzhen Kingsino Technology Co.Ltd(002548) the materials and information provided and publicly disclosed are true, accurate and complete;
(III) there are no other obstacles to the equity incentive plan, and all agreements involved can be effectively approved and finally completed on schedule;
(IV) all parties involved in the implementation of the equity incentive plan can fully perform all their obligations in accordance with the scheme of the equity incentive plan and relevant agreement terms in accordance with the principle of good faith;
(V) there is no significant adverse effect caused by other force majeure.
Chapter IV main contents of restricted stock incentive plan
Shenzhen Kingsino Technology Co.Ltd(002548) this restricted stock incentive plan was drafted by the Remuneration Committee under the board of directors of the company, which was deliberated and adopted at the 48th (Interim) meeting of the Fourth Board of directors and the second extraordinary general meeting of shareholders in 2020. 1、 Stock source of this incentive plan
The stock source is the company’s A-share common stock repurchased by the company through the secondary market.
2、 Number of restricted shares to be granted
The number of restricted shares to be granted to incentive objects in the incentive plan is 13549932 shares, accounting for 3.1307% of the total share capital of 432809780 shares on the announcement date of the draft incentive plan. Among them, 12.79 million restricted shares were granted for the first time, accounting for about 2.9551% of the total share capital of the company on the announcement date of the draft incentive plan and 94.3916% of the total number of restricted shares to be granted in the incentive plan; 759932 shares are reserved, accounting for 0.1756% of the total share capital of the company on the announcement date of the draft incentive plan, and the reserved part accounts for 5.6084% of the total number of restricted shares to be granted in the incentive plan.
Within the validity period of the company, the total number of subject shares involved in the equity incentive plan does not exceed 10.00% of the total share capital of the company. The cumulative number of shares of the company granted by any incentive object in the incentive plan through the equity incentive plan within the whole validity period does not exceed 1.00% of the total share capital of the company. 3、 Validity period, grant date, restriction period, release of restriction arrangement and lock up period of restricted stock incentive plan (I) validity period of this incentive plan
The validity period of this incentive plan is from the date of granting restricted shares to the date when all restricted shares granted to the incentive object are lifted or repurchased and cancelled, and the longest period shall not exceed 48 months.
(II) grant date of the incentive plan
After the incentive plan is reviewed and approved by the general meeting of shareholders of the company, the company will convene the board of directors to grant rights and interests to the incentive objects in accordance with relevant regulations within 60 days, and complete registration, announcement and other relevant procedures. If the company fails to complete the above work within 60 days, it shall timely disclose the reasons for the failure and announce the termination of the incentive plan. According to the provisions of the administrative measures and the guidelines for self regulatory supervision, it shall not be granted
