Securities abbreviation: Zjamp Group Co.Ltd(002758) securities code: 002758 bonds abbreviation: Huatong convertible bonds bond Code: 128040 Shanghai Rongzheng Investment Consulting Co., Ltd
about
Restricted stock incentive plan for 2021
Grant related matters
of
Independent financial advisor Report
January 2002
catalogue
1、 Interpretation 2. Statement 3. Basic assumptions 4. Opinions of independent financial advisor 5 (I) approval procedures of the incentive plan 5 (II) differences between the equity incentive plan implemented this time and the equity incentive plan approved by the general meeting of shareholders 6 (III) description of the conditions of this restricted stock Grant 6 (IV) the granting of restricted shares 7 (V) description of the impact of the implementation of the incentive plan on the financial status and operating results of relevant years 8 (VI) concluding observations 8 v. documents for future reference and consultation methods 10 (I) documents for future reference 10 (II) consultation method 10 I. interpretation
1. Listed company, the company, the company, Zjamp Group Co.Ltd(002758) : refers to Zjamp Group Co.Ltd(002758) .
2. The incentive plan, the plan and the incentive plan (Draft): refer to the Zjamp Group Co.Ltd(002758) restricted stock incentive plan in 2021.
3. Restricted stock: refers to a certain number of company shares granted to incentive objects by the company according to the conditions and prices specified in the incentive plan. Such shares 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.
4. Incentive object: refers to the company's directors (excluding independent directors and external directors), senior managers, middle-level managers, core business (Management) personnel and relevant employees who need incentive according to the provisions of the incentive plan.
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: refers to the period from the date when the registration of restricted stock grant is completed to the date when all restricted stocks granted to the incentive object are lifted or repurchased.
8. 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.
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: refer to the conditions that must be met for lifting the restriction on sales of restricted shares obtained by the incentive object according to the 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 Zjamp Group Co.Ltd(002758) articles of association.
15. CSRC: refers to the China Securities Regulatory Commission.
16. Stock exchange and Shenzhen Stock Exchange: refer to Shenzhen Stock Exchange.
17. Securities Depository and Clearing Company: refers to Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. 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 Zjamp Group Co.Ltd(002758) . All parties involved in the plan have assured the independent financial adviser that all the documents and materials provided for the issuance of 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 expresses opinions on whether the grant of the incentive plan is fair and reasonable to the shareholders of Zjamp Group Co.Ltd(002758) and its impact on the shareholders' rights and interests and the sustainable operation of the listed company. It does not constitute any investment suggestions for Zjamp Group Co.Ltd(002758) . The independent financial adviser is not responsible for the possible risks arising from any investment decisions made by the 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 publicly disclosed by the listed company on the granting of the incentive plan.
(V) based on the principle of diligence, prudence and due diligence to all shareholders of the listed company, the independent financial consultant has conducted in-depth investigation on the matters involved in the grant of the 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, general meeting of shareholders, financial reports of relevant companies 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.
The independent financial adviser's report is prepared in accordance with the requirements of laws, regulations and normative documents such as the company law, the securities law and the administrative measures, and based on the relevant materials provided by the listed company.
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 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 matters related to the grant of the incentive plan are true and reliable; (IV) there are no other obstacles to the grant of this incentive plan, and all agreements involved can be effectively approved and finally completed on schedule;
(V) all parties involved in the grant of the incentive plan can fully perform all obligations in good faith 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、 Opinions of the independent financial adviser (I) approval procedures of the incentive plan
1. On December 23, 2021, the company held the 18th meeting of the 4th board of directors, deliberated and adopted the proposal on the company's restricted stock incentive plan in 2021 (Draft) and its summary, and the proposal on the company's assessment management measures for the implementation of the restricted stock incentive plan in 2021 The independent directors of the company expressed their independent opinions on the relevant proposals such as the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the restricted stock incentive plan in 2021.
On the same day, the company held the 15th meeting of the 4th board of supervisors, deliberated and adopted the proposal on the company's restricted stock incentive plan in 2021 (Draft) and its summary, and the proposal on the company's measures for the assessment and management of the implementation of the restricted stock incentive plan in 2021 Proposal on verifying the list of incentive objects of the company's restricted stock incentive plan in 2021 and other relevant proposals.
2. On December 24, 2021, the company opened the website at www.cn.info.com.cn The list of incentive objects was announced, and the names and positions of the proposed incentive objects of the incentive plan were publicized within the company through the company's OA system from December 24, 2021 to January 2, 2022. During the publicity period, the board of supervisors of the company did not receive any objection to the list of proposed incentive objects of the incentive plan. On January 6, 2022, the company disclosed the review opinions and publicity statement of the board of supervisors on the list of incentive objects of the restricted stock incentive plan in 2021.
3. On January 10, 2022, the first extraordinary general meeting of the company in 2022 deliberated and approved the proposal on the company's restricted stock incentive plan in 2021 (Draft) and its summary, and the proposal on the company's assessment management measures for the implementation of the restricted stock incentive plan in 2021 Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the 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. On the same day, the company disclosed the self inspection report on the trading of the company's shares by the incentive objects and insiders of the restricted stock incentive plan in 2021.
4. On January 10, 2022, the company held the 19th meeting of the 4th board of directors and the 16th meeting of the 4th board of supervisors, deliberated and adopted the proposal on granting restricted shares to incentive objects, the independent directors of the company expressed their independent opinions on the relevant proposals, and the board of supervisors of the company issued verification opinions on matters related to the granting of restricted shares.
After verification, the independent financial adviser believes that as of the date of issuance of this report, Zjamp Group Co.Ltd(002758) the granting of restricted shares to incentive objects has obtained the necessary approval and authorization, which is in line with the provisions of relevant policies and regulations. (II) differences between the equity incentive plan implemented this time and the equity incentive plan approved by the general meeting of shareholders
There is no difference between the content of the incentive plan implemented by the company this time and the content deliberated and approved by the first extraordinary general meeting of shareholders in 2022. (III) description of the restricted stock grant conditions
According to the company's incentive plan (Draft) approved by the company's first extraordinary general meeting in 2022, the incentive object can be granted restricted shares only when the following conditions are met at the same time:
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, the articles of association and public commitments within the last 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) Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations within the last 12 months;
(4) Those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law; (5) Those who are not allowed to participate in equity incentive of listed companies according to laws and regulations;
(6) Other circumstances recognized by the CSRC.
After verification, the independent financial consultant believes that as of the date of issuance of this report, Zjamp Group Co.Ltd(002758) and the incentive object have not been under any of the above circumstances, and the granting conditions of the company's equity incentive plan have been met.
(IV) the granting of restricted shares
1. Grant date: January 10, 2022.
2. Number of shares granted: 12.54 million shares.
3. Number of persons granted: 449.
4. Grant price: 5.37 yuan / share.
5. Stock source: the company's A-share common stock issued by the company to the incentive object.
6. List of incentive objects granted and specific distribution of restricted shares granted:
Proportion of restricted shares granted to the total amount of share capital (10000 shares) at the time of reporting of the number of restricted shares granted to the plan and the total number of institutional shares in the draft plan
Chairman Bao Zhonghai 50.00 3.99% 0.10%
Lin Changbin, director and general manager 50.00 3.99% 0.10%
Jiang Jun, deputy general manager 25.00 1.99% 0.05%
Liu Wenqi, deputy general manager and chief financial officer 25.00 1.99% 0.05%
Jinding deputy general manager and Secretary of the board of directors 25.00 1.99% 0.05%
Middle management and core business (Management) 1079.00 86.04% 2.21%
Personnel (444 persons)
Total (449 persons) 1254.00 100.00% 2.57%
Note: 1. The shares of the company granted by any incentive object in the incentive plan through all equity incentive plans within the validity period shall not exceed 1% of the total share capital of the company. The total number of subject shares involved in all equity incentive plans of the company within the validity period shall not exceed 10% of the total share capital of the company.
2. If the values in the above table appear, the mantissa of the sum of the total and the sub item values
