Securities abbreviation: Sunshine Global Circuits Co.Ltd(300739) securities code: Sunshine Global Circuits Co.Ltd(300739) bond abbreviation: Mingdian convertible bond Code: 123087 Shanghai Rongzheng Investment Consulting Co., Ltd
about
Sunshine Global Circuits Co.Ltd(300739)
Restricted stock incentive plan for 2022
(Draft)
of
Independent financial advisor Report
April, 2002
catalogue
1、 Interpretation 3 II. Statement 4 III. basic assumptions 5 IV. main contents of this incentive plan six
(I) scope and distribution of incentive objects six
(II) number of restricted shares granted seven
(III) stock source eight
(IV) validity period, grant date and relevant time arrangement after the grant of restricted shares eight
(V) the granting price of restricted shares and its determination method eleven
(VI) conditions for granting and releasing restricted shares eleven
(VII) other contents of the incentive plan 14 v. opinions of independent financial adviser fifteen
(I) verification opinions on whether the restricted stock incentive plan meets the provisions of policies and regulations fifteen
(II) verification opinions on the feasibility of the company’s equity incentive plan sixteen
(III) verification opinions on the scope and qualification of incentive objects sixteen
(IV) verification opinions on the amount of equity granted under the equity incentive plan seventeen
(V) verification opinions on the grant price of equity incentive plan (VI) verification opinions on whether the listed company provides any form of financial assistance to the incentive object 18 (VII) verification of whether the equity incentive plan is harmful to the interests of the listed company and all shareholders
opinion…… nineteen
(VIII) financial opinions on the implementation of equity incentive plan of the company (IX) impact of the company’s implementation of equity incentive plan on the sustainable operation ability and shareholders’ equity of listed companies
opinion…… twenty
(x) opinions on the rationality of the performance appraisal system and methods of listed companies twenty-one
（11） Others twenty-two
（12） Other matters that should be explained 23 VI. documents for future reference and consultation methods twenty-four
(I) documents for future reference twenty-four
(II) consultation method 24 I. interpretation
In this independent financial adviser’s report, unless the context specifies, the following abbreviations have the following meanings:
Sunshine Global Circuits Co.Ltd(300739) , the company, the company, refers to Sunshine Global Circuits Co.Ltd(300739)
listed company
Restricted stock incentive plan and this incentive refers to the incentive plan of Sunshine Global Circuits Co.Ltd(300739) 2022 restricted stock incentive plan
According to the conditions and prices specified in the incentive plan, the restricted shares granted to the incentive object by the company refer to a certain number of company shares, which 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
Incentive objects refer to the directors, senior managers, middle managers and core backbone personnel of the company who obtain restricted shares in accordance with the provisions of this 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 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
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
The articles of association refers to the Sunshine Global Circuits Co.Ltd(300739) articles of association
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shenzhen Stock Exchange
Yuan means RMB yuan
2、 Statement
(I) the documents and materials on which the independent financial advisor’s report is based are provided by Sunshine Global Circuits Co.Ltd(300739) and all parties involved in the incentive plan have assured the independent financial advisor that all documents and materials provided for issuing the independent financial advisor’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 incentive plan is fair and reasonable to Sunshine Global Circuits Co.Ltd(300739) shareholders and its impact on shareholders’ rights and interests and the sustainable operation of the listed company. It does not constitute any investment suggestions for Sunshine Global Circuits Co.Ltd(300739) and does not assume any responsibility for the possible risks arising from any investment decisions made by investors based on 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 incentive plan publicly disclosed by the listed company.
(V) based on the principle of being diligent, prudent and responsible to all shareholders of the listed company, and based on the principle of objectivity and impartiality, the independent financial consultant has conducted in-depth investigation on the matters involved in the incentive plan and carefully reviewed the relevant materials. The scope of investigation includes the listed company’s articles of association, salary management measures, resolutions of previous board of directors and general meetings of shareholders, the company’s financial reports for the last three years and the latest period, the company’s production and operation plan, etc, We have effectively communicated with relevant personnel of the listed company, issued this independent financial advisory report on this basis, and are responsible for the authenticity, accuracy and completeness of the report.
This 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.
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, 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 incentive plan are true and reliable;
(IV) there are no other obstacles to the incentive plan, and all agreements involved can be effectively approved and finally completed on schedule;
(V) all parties involved in the 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 incentive plan
Sunshine Global Circuits Co.Ltd(300739) the incentive plan for restricted shares in 2022 is formulated by the remuneration 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 Sunshine Global Circuits Co.Ltd(300739) the incentive plan is implemented for the incentive objects of the company. This report of the independent financial adviser will give professional opinions on the company’s incentive plan.
(I) scope and distribution of incentive objects
The total number of incentive objects to be granted for the first time in this incentive plan is 67, including:
1. Directors and senior managers;
2. Middle managers and core backbone personnel.
The above incentive objects include Mr. Zhang Peike, the actual controller. Mr. Zhang Peike is the chairman and general manager (Acting) of the company. He is an important manager of the company. He grasps the strategic development direction of the company, has a significant positive impact on the R & D, production and sales of the company’s products, the formulation of the company’s strategic policies and business decisions, and major business and management matters, and supervises and inspects the implementation of the resolutions of the general meeting of shareholders and the board of directors. Therefore, the incentive plan takes Mr. Zhang Peike as the incentive object, which is in line with the actual situation and development needs of the company and the provisions of relevant laws and regulations such as the Listing Rules of gem shares of Shenzhen Stock Exchange. It is necessary and reasonable. At the same time, the incentive object of this incentive plan includes a foreign employee. The reason why the company included it in the incentive plan is that the foreign incentive object is the core manager of the subsidiary, which plays an important role in the company’s daily operation and management and business development. Therefore, it is necessary and reasonable for the foreign employee to be the incentive object.
All incentive objects of the incentive plan must work in the company or subsidiaries when the plan is granted, and have employment, labor or labor relations with the company. Senior managers must be appointed by the board of directors of the company. The incentive objects of the reserved grant part shall be determined within 12 months after the plan is considered and approved by the general meeting of shareholders. After the proposal of the board of directors, the explicit opinions of the independent directors and the board of supervisors, the professional opinions of lawyers and the legal opinions are issued, the company shall timely and accurately disclose the relevant information of the incentive objects on the designated website as required. If the incentive object is not specified for more than 12 months, the reserved rights and interests shall become invalid. In principle, the standard for determining the reserved incentive object shall be determined with reference to the standard for the first award.
1. Being identified as an inappropriate candidate by the stock exchange within the last 12 months;
2. Those who have been identified as inappropriate candidates by the CSRC and its dispatched offices within the last 12 months;
3. In the last 12 months, he was punished by the administrative division of the CSRC and its dispatched offices for major violations of laws and regulations
Imposing fines or taking measures to prohibit market entry;
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 the equity incentive of listed companies according to laws and regulations;
6. Other circumstances recognized by the CSRC.
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 number of shares of the incentive plan in the total number of shares (10000 shares)
Zhang Peike, chairman and general manager (Acting) of China 50 8.91% 0.17%
Dou xucai, director and deputy general manager of China 40 7.13% 0.14%
Zhang Zhenguang, director and deputy general manager of China 10 1.78% 0.03%
Hu Shiyi, deputy general manager of China 40 7.13% 0.14%
Cai Linsheng, deputy general manager of China and Secretary of the board of directors 10 1.78% 0.03%
Zhang Wei, CFO of China 20 3.56% 0.07%
Olaf Walter, German overseas general manager 6 1.07% 0.02%
Core and middle managers (2793.0%)
Reservation Department
