Shenzhen Tashan Enterprise Management Consulting Co., Ltd
Notice on the first grant of Zhuhai Cosmx Battery Co.Ltd(688772) phase I restricted stock incentive plan
Independent financial advisor Report
January 2002
catalogue
catalogue 1 interpretation 2 declare that 3 I. necessary procedures performed in the incentive plan 4. II. This grant 6 III. description of the achievement of the conditions for this grant 10 IV. opinions of independent financial adviser 11 v. documents and places for future reference twelve
interpretation
In this report, unless the context otherwise requires, the following words have the following meanings:
Zhuhai Cosmx Battery Co.Ltd(688772) . The company refers to Zhuhai Cosmx Battery Co.Ltd(688772)
Zhuhai Cosmx Battery Co.Ltd(688772) phase I restricted stock incentive plan
plan
Restricted stocks and the second category of incentive objects that meet the grant conditions of the incentive plan shall be classified as restricted stocks when they meet the corresponding conditions
Obtain A-share common stock issued by the company in batches after being qualified
In accordance with the provisions of this incentive plan, the directors, senior managers, core technicians (excluding independent directors and supervisors) of the company who obtain restricted shares, as well as other personnel deemed necessary by the board of directors of the company
The date on which the company grants restricted shares to the incentive object. The grant date must refer to the grant date
Is the trading day
The grant price refers to the price of each restricted stock granted by the company to the incentive object
The term of validity from the date of the first grant of restricted shares to the date when the incentive object is granted refers to
The period during which the ownership or invalidation of all institutional shares becomes invalid
After the incentive object meets the benefit conditions set in the incentive plan, the company will belong to the
The act of registering shares in the individual securities account of the incentive object
Vesting conditions refer to the benefit conditions set in the incentive plan for the incentive object to obtain the company’s shares
After the incentive object meets the benefit conditions set in the incentive plan, it will be granted the public vesting date index
The vesting date of the company’s shares must be the trading date
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 of Shanghai Stock Exchange
Disclosure guide refers to the business guide for information disclosure of listed companies on the science and Innovation Board No. 4 – disclosure of equity incentive information
Articles of association means the Zhuhai Cosmx Battery Co.Ltd(688772) articles of association
CSRC refers to the China Securities Regulatory Commission
Stock exchange means Shanghai Stock Exchange
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
Statement
He Shan consulting is entrusted to act as an independent financial consultant of Zhuhai Cosmx Battery Co.Ltd(688772) phase I restricted stock incentive plan and issue this report. For the issuance of this report, the independent financial advisor hereby makes the following statement:
1. This report is prepared in accordance with the company law, securities law, administrative measures and other laws, regulations and normative documents, and based on the relevant materials and information provided by the company. The company has guaranteed that the relevant materials and information about the incentive plan provided by it are true, accurate and complete, and there are no false records, misleading statements or major omissions.
2. The independent financial adviser only gives professional opinions on the feasibility of the incentive plan, whether it is conducive to the sustainable development of the listed company, whether it damages the interests of the listed company and its impact on the interests of shareholders, which does not constitute any investment suggestions for the listed company and the possible risks arising from any investment decisions made by investors according to this report, The independent financial advisor assumes no responsibility.
3. The opinions expressed in this report are based on the following assumptions: there is no significant change in the current relevant national laws, regulations and policies; There is no significant change in the market, economic and social environment of the region and industry where the company is located; The materials and information provided by the company are true, accurate and complete; All parties involved in the incentive plan can fully and properly perform all obligations in good faith in accordance with the terms of the incentive plan and relevant agreements; The incentive plan has no other obstacles and can be completed smoothly; There are no other force majeure and unpredictable factors causing significant adverse effects. 4. The independent financial consultant issues this report in accordance with the principles of objectivity, impartiality and good faith. This report is only for the purpose for which the company intends to implement this incentive plan and shall not be used for any other purpose.
1、 Necessary procedures performed in this incentive plan
1. On December 23, 2021, the company held the 17th meeting of the first board of directors, deliberated and adopted the proposal on the first phase of restricted stock incentive plan (Draft) and its summary, and the proposal on the assessment and management measures for the first phase of restricted stock incentive plan The independent directors of the company expressed their independent opinions on the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the first phase of restricted stock incentive plan.
2. On December 23, 2021, the company held the 9th meeting of the first session of the board of supervisors, deliberated and adopted the proposal on the first phase of restricted stock incentive plan (Draft) and its summary, the proposal on the assessment and management measures for the first phase of restricted stock incentive plan, and the proposal on verifying the list of incentive objects of the first phase of restricted stock incentive plan, The board of supervisors of the company verified the relevant matters of the incentive plan and issued relevant verification opinions.
3. From December 24, 2021 to January 4, 2022, the company publicizes the list of the proposed incentive objects.
During the publicity period, the board of supervisors of the company did not receive any objection to the proposed incentive object. The announcement of the board of supervisors on the list of incentive objects of the company and the announcement of the first period of the board of supervisors on 682 {2022} incentive plan was made on May 72.
4. On December 24, 2021, the company posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) The Zhuhai Cosmx Battery Co.Ltd(688772) announcement on public solicitation of entrusted voting rights by independent directors was disclosed. According to the entrustment of other independent directors of the company, Zhao Yan, an independent director, as the soliciter, solicited entrusted voting rights from all shareholders of the company on the proposals related to the incentive plan considered at the first extraordinary general meeting of the company in 2022.
5. On January 10, 2022, the company held the first extraordinary general meeting of shareholders in 2022, deliberated and adopted the proposal on the first restricted stock incentive plan (Draft) and its summary, and the proposal on the measures for the assessment and management of the first restricted stock incentive plan Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the first phase of restricted stock incentive plan.
6. On January 10, 2022, the company held the 18th meeting of the first board of directors and the 10th meeting of the first board of supervisors respectively, deliberated and adopted the proposal on granting restricted shares to the incentive objects of the first phase of restricted stock incentive plan for the first time, and the independent directors of the company expressed their independent opinions on the proposal.
7. The company conducted a self-examination on the trading of the company’s shares by insiders and incentive objects within 6 months before the announcement of the incentive plan (Draft), and found no case of stock trading by using insider information. On January 11, 2022, the company disclosed the Zhuhai Cosmx Battery Co.Ltd(688772) self inspection report on the trading of the company’s shares by insiders and incentive objects of the first restricted stock incentive plan.
2、 Status of this grant
1. Grant date: January 10, 2022.
2. Number of shares granted: 22.4125 million shares.
3. Number of persons granted: 763. The distribution of restricted shares granted for the first time is shown in the table below:
Name, position, nationality, proportion of the number granted to the total amount granted to the total share capital (10000 shares)
Xu Yanming, chairman of the board, general manager and core technical personnel China 430.00 18.23% 0.3833%
Lin Wende, deputy director general, China Taiwan 100 4.24% 0.0891%
Fu Xiaohu, director and core technician, China 50.00 2.12% 0.0446%
Li Junyi, director and core technician, China 50.00 2.12% 0.0446%
Niu Yuhong, deputy general manager and Secretary of the board of directors, China 80.00 3.39% 0.0713%
Liu Mingzhuo, deputy general manager and financial director, China 50.00 2.12% 0.0446%
Xie bin, Deputy General Manager China 200.00 8.48% 0.1783%
Li Tao core technical personnel China 15.00 0.64% 0.0134%
Zou Xiaotian core technical personnel China 7.00 0.30% 0.0062%
Guo Zhihua core technician China 8.00 0.34% 0.0071%
Fangshuangzhu core technicians China 15.00 0.64% 0.0134%
Peng Chong core technical personnel China 7.00 0.30% 0.0062%
Li Suli’s core technicians China 8.00 0.34% 0.0071%
Jin Lingling core technician China 2.50 0.11% 0.0022%
Zeng Yuxiang’s core technical personnel China 3.075 0.13% 0.0027%
Peng Ning core technicians China 8.00 0.34% 0.0071%
Liu Jianwei R & D backbone China Taiwan 4.80 0.20% 0.0043%
Luo Zihao R & D backbone China Taiwan 1.50 0.06% 0.0013%
Qiu Zhaohao R & D backbone China Taiwan 3.40 0.14% 0.0030%
Tan Bolin R & D backbone Hong Kong, China 4.00 0.17% 0.0036%
Yang Juncong, sales backbone China Taiwan 1.875 0.08% 0.0017%
Zhang Tingting, sales backbone China Taiwan 1.305 0.06% 0.0012%
Zhong Qiaoyu, sales backbone China Taiwan 0.872 0.04% 0.0008%
Zhong Yiping, sales backbone China Taiwan 0.96 0.04% 0
