Shanghai Rongzheng Investment Consulting Co., Ltd
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Of restricted stock incentive plan (Draft) in 2022
Independent financial advisor Report
January 2022
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1、 Interpretation 3 II. Statement 4 III. basic assumptions 5 IV. main contents of this restricted stock incentive plan 6 (I) scope and distribution of incentive objects 6 (II) incentive mode, source and quantity 7 (III) validity period, grant date and ownership arrangement of restricted shares 7 (IV) the granting price of restricted shares and the method for determining the granting price 8 (V) conditions for granting and attribution of incentive plan 9 (VI) other contents of the incentive plan 12 v. opinions of independent financial adviser 13 (I) verification opinions on whether the restricted stock incentive plan complies with the policies and regulations 13 (II) verification opinions on the feasibility of the company’s equity incentive plan 13 (III) verification opinions on the scope and qualification of incentive objects 14 (IV) verification opinions on the amount of equity granted under the equity incentive plan 14 (V) verification opinions on whether the listed company provides any form of financial assistance to the incentive object 15 (VI) verification opinions on the pricing method of the award price of the incentive plan (VII) verification opinions on whether the incentive plan damages the interests of the listed company and all shareholders 16 (VIII) financial opinions on the implementation of equity incentive plan of the company 16 (IX) verification opinions on the impact of the implementation of equity incentive plan on the sustainable operation ability and shareholders’ equity of listed companies 17 (x) opinions on the rationality of the performance appraisal system and appraisal methods of listed companies 17 (XI) others 18 (XII) other matters that should be explained 19 VI. documents for future reference and consultation methods 19 (I) documents for future reference 19 (II) consultation method twenty
1、 Interpretation Kunlun Tech Co.Ltd(300418) , company and listed company refer to Kunlun Tech Co.Ltd(300418) company
This incentive plan and this plan refer to Kunlun Tech Co.Ltd(300418) 2022 restricted stock incentive plan
The independent financial consultant refers to Shanghai Rongzheng Investment Consulting Co., Ltd
This independent financial advisory report refers to the independent financial advisory report of Shanghai Rongzheng Investment Consulting Co., Ltd. on Kunlun Tech Co.Ltd(300418) 2022 restricted stock incentive plan (Draft)
Restricted stocks and class II restricted stocks refer to the shares of the company obtained and registered by the incentive objects who meet the grant conditions of the incentive plan after meeting the corresponding attribution conditions
Incentive objects refer to the core technical (business) personnel of the company who obtain restricted shares in accordance with the provisions of the incentive plan
Grant date refers to the date on which the company grants restricted shares to incentive objects
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
Validity period refers to the period from the date of grant of restricted shares to the date when all the restricted shares granted to the incentive object are vested or invalid
Attribution refers to the behavior that the listed company registers the shares in the incentive object’s account after the restricted stock incentive object meets the benefit conditions
Vesting conditions refer to the benefit conditions that the incentive object set up by the restricted stock incentive plan needs to meet in order to obtain the incentive stock
Vesting date refers to the date on which the authorized shares are registered after the restricted stock incentive object meets the benefit conditions. It must be the trading day
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
Listing Rules refer to Shenzhen Stock Exchange GEM Listing Rules (revised in 2020)
Guide No. 5 refers to guide for business handling of companies listed on GEM No. 5 – equity incentive
Articles of association means the Kunlun Tech Co.Ltd(300418) articles of association
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
Yuan means RMB 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 Kunlun Tech Co.Ltd(300418) . All parties involved in the plan have guaranteed to 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 gives opinions on whether the restricted stock incentive plan is fair and reasonable to Kunlun Tech Co.Ltd(300418) shareholders, the impact on shareholders’ rights and interests and the sustainable operation of the listed company, does not constitute any investment suggestions for Kunlun Tech Co.Ltd(300418) , 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 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 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, administrative regulations and normative documents, and based on 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, administrative 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 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
Kunlun Tech Co.Ltd(300418) the restricted stock incentive plan for 2022 is formulated by the salary and assessment committee under the board of directors of the listed company. According to the current policy environment in China and the actual situation of Kunlun Tech Co.Ltd(300418) , the restricted stock incentive plan is implemented for the incentive objects of the company. This independent financial adviser’s report will give professional opinions on this incentive plan. (I) scope and distribution of incentive objects
There are 92 incentive objects involved in the incentive plan, including:
(I) core technical (business) personnel of the company;
(II) relevant employees deemed necessary by the board of directors of the company.
All incentive objects must have employment or labor relations with the company (including wholly-owned subsidiaries and holding subsidiaries) when the company grants restricted shares and within the assessment period specified in the incentive plan.
The incentive object of this incentive plan includes two foreign employees. The reason why the company includes them in this incentive plan is that the talent competition in the Internet industry where the company is located is relatively fierce, and attracting and stabilizing international high-end talents is very important to the development of the company; The foreign employees among the incentive objects play an important role in the company’s operation and management and business development. It is reasonable and necessary for the incentive plan to include it into the scope of incentive objects, which is in line with the actual situation and development needs of the company and the relevant provisions of the listing rules. The distribution of restricted shares granted by the incentive plan among incentive objects is shown in the table below:
Proportion of restricted shares granted to the total share capital on the announcement date
Yang Shu core technology (Canada) 330.00 12.30% 0.28%
(Yang Shu) staff
Yang Xuyan core technology (Taiwan, China 30 1.12% 0.03%
Personnel
Other core technical (business) personnel (90 persons) 2322.5 86.58% 1.94%
Total (92 persons) 2682.50 100.00% 2.24%
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% of the total share capital of the company at the time of announcement of the draft incentive plan. The total number of subject shares involved in all effective incentive plans of the company shall not exceed 20% of the total share capital of the company at the time of announcement of the draft incentive plan.
2. The incentive objects of the plan do not include: ① independent directors and supervisors, ② shareholders who individually or jointly hold more than 5% of the shares of the listed company, actual controllers of the listed company and their spouses, parents and children.
3. There are still 14.7 million valid options in the company’s stock option incentive plan in 2019; In 2020, there are still 37653000 class II restricted shares that have not been vested in the restricted stock incentive plan, and the above equity accounts for 4.37% of the current total share capital of the company. The total equity to be granted under this incentive plan is 26.825 million shares, accounting for 2.24% of the total share capital of the company. After the grant of the incentive plan, the total number of subject shares involved in all effective incentive plans shall not exceed 20% of the total share capital of the company when the incentive plan is submitted to the general meeting of shareholders for deliberation. (II) incentive mode, source and quantity
1. Incentive mode and stock source of the incentive plan
The incentive tool adopted in this incentive plan is the second type of restricted stock, and the source of the underlying stock involved is the company’s directional issuance of A-share common stock to the incentive object.
2. Number of restricted shares granted
The number of restricted shares to be granted to the incentive objects in the incentive plan is 26825000 shares, accounting for about 2.24% of the total share capital of the company at the time of announcement of the draft incentive plan. (III) validity period, grant date and ownership arrangement of restricted shares
1. Validity period of the incentive plan
The validity period of the incentive plan shall be no more than 48 months from the date of grant of restricted shares to the date when all the restricted shares granted to the incentive object are vested or invalid.
2 . Grant date of this 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 within 60 days according to relevant regulations, grant rights and interests to incentive objects, and complete 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 administrative measures and guide No. 5, the period during which rights and interests cannot be granted shall not be calculated within 60 days. The grant date shall be determined by the board of directors after the incentive plan is deliberated and approved by the general meeting of shareholders of the company, and the grant date must be the trading day.
3. Ownership arrangement of the incentive plan
The restricted shares granted by the incentive plan will be vested in several times according to the agreed proportion after the incentive object meets the corresponding vesting conditions. The vesting date must be the trading day within the validity period of the incentive plan, but not within the following periods: (1) within 30 days before the announcement of the company’s annual report and semi annual report, the announcement date of the periodic report is postponed due to special reasons, From 30 days before the original appointment announcement to
