Shanghai Xingong Technology Group Co., Ltd
about
Of the restricted stock incentive plan (Draft) in 2021
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 7 I. stock source of the incentive plan 7 II. Number of restricted shares to be granted 7. III. validity period, grant date, restricted sale period, lifting of restricted sale arrangement and lock up period of restricted stock incentive plan 7 IV. the grant price of restricted shares and the determination method of the grant price V. conditions for granting and releasing restricted shares Vi. other contents of the restricted stock plan 14 Chapter V opinions of independent financial adviser 17 I. verification opinions on whether the equity incentive plan meets the provisions of policies and regulations 17 II. Guangdonghectechnologyholdingco.Ltd(600673) verification opinions on the feasibility of implementing equity incentive plan 17 III. verification opinions on the scope and qualification of incentive objects 18 IV. verification opinions on the amount of equity granted under the equity incentive plan 19 v. financial opinions on the implementation of equity incentive plan of the company Vi. verification opinions on the impact of equity incentive plan on Guangdonghectechnologyholdingco.Ltd(600673) sustainable operation ability and shareholders’ equity 22 VII. Verification opinions on whether Guangdonghectechnologyholdingco.Ltd(600673) provides any form of financial assistance for incentive objects VIII. Verification opinions on whether the equity incentive plan damages the interests of the listed company and all shareholders 22 IX. opinions on the rationality of the company’s performance appraisal system and appraisal management measures 23 X. other matters that should be explained Chapter VI documents and places for future reference 24 I. list of documents for future reference 24 II. Location of documents for future reference twenty-four
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 Guangdonghectechnologyholdingco.Ltd(600673) (hereinafter referred to as “600673}” or “listed company” or “company”) this restricted stock incentive plan (hereinafter referred to as “the incentive plan”) and prepare this report. This independent financial advisory 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 and other laws, regulations and normative documents, and based on the relevant materials provided by Guangdonghectechnologyholdingco.Ltd(600673) , the opinions of the independent financial adviser are issued for the reference of all shareholders and relevant parties of Guangdonghectechnologyholdingco.Ltd(600673) .
1. The documents and materials on which the independent financial adviser’s report is based are provided by Guangdonghectechnologyholdingco.Ltd(600673) , Guangdonghectechnologyholdingco.Ltd(600673) has guaranteed to the independent financial adviser that the relevant information about the equity incentive provided by it is true, accurate and complete, and that there are no false records, misleading statements or major omissions in such information.
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; Guangdonghectechnologyholdingco.Ltd(600673) 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 Guangdonghectechnologyholdingco.Ltd(600673) 2021 restricted stock incentive plan (Draft) 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 adviser reminds investors that this report aims to express 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, and does not constitute any investment suggestions for Guangdonghectechnologyholdingco.Ltd(600673) and possible risks to any investment decisions made by investors according to this report, The independent financial advisor assumes no responsibility.
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
Guangdonghectechnologyholdingco.Ltd(600673) , listed company, company means Guangdonghectechnologyholdingco.Ltd(600673)
Restricted stock incentive plan, this incentive plan and this plan refer to Guangdonghectechnologyholdingco.Ltd(600673) 2021 restricted stock incentive plan
Refers to the independent financial advisory report of Shanghai Xingong Technology Group Co., Ltd. on Guangdong Guangdonghectechnologyholdingco.Ltd(600673) technology report and the independent financial advisory report on the 2021 restricted stock incentive plan (Draft) of Holding Co., Ltd
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 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
It refers to the period during which restricted shares cannot be transferred, used to guarantee or repay debts when the conditions for the incentive object to exercise rights and interests set in the incentive plan have not been fulfilled, which shall be calculated from the date when the incentive object is granted restricted shares and the registration is completed
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 restricted shares are released according to the incentive conditions of 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 means Shanghai Stock Exchange
China Securities Depository and Clearing Corporation refers to Shanghai Branch of China Securities Depository and Clearing Corporation Limited
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
Articles of association means the Guangdonghectechnologyholdingco.Ltd(600673) articles of association
The company’s assessment management measures refer to the assessment management measures for the implementation of Guangdonghectechnologyholdingco.Ltd(600673) 2021 restricted stock incentive plan
Yuan / 10000 yuan / 100 million yuan refers to RMB yuan / 10000 yuan / 100 million 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) Guangdonghectechnologyholdingco.Ltd(600673) 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
Guangdonghectechnologyholdingco.Ltd(600673) this restricted stock incentive plan was drafted by the Remuneration Committee under the board of directors of the listed company and approved at the 9th meeting of the 11th board of directors.
1、 Stock source of this incentive plan
The subject stock involved in the incentive plan comes from the company’s RMB A-share common stock repurchased from the secondary market.
As of January 20, 2020, the company has completed the repurchase, and has actually repurchased 115787028 shares of the company through centralized bidding transaction, accounting for 3.84% of the total share capital of the company. The maximum repurchase price is 10.20 yuan / share, the minimum repurchase price is 7.60 yuan / share, the average repurchase price is 8.39 yuan / share, and the total repurchase fund is 1008950900 yuan (excluding transaction costs).
2、 Number of restricted shares to be granted
The number of restricted shares to be granted to the incentive objects in the incentive plan is 115.787 million shares, accounting for about 3.84% of the total share capital of the company on the announcement date of the draft incentive plan, of which 93.31 million restricted shares are granted for the first time, accounting for about 3.10% of the total share capital of the company on the announcement date of the draft incentive plan, Accounting for 80.59% of the total number of restricted shares to be granted under the incentive plan; 22.477 million restricted shares are reserved for grant, accounting for about 0.75% of the company’s total share capital of 3013897300 shares on the announcement date of the draft incentive plan and 19.41% of the total restricted shares to be granted in the incentive plan.
As of the announcement date of the draft incentive plan, the total number of subject shares involved in the equity incentive plan within the whole validity period of the company has not exceeded 10.00% of the total share capital of the company. The 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 shall not exceed 1.00% of the total share capital of the company.
3、 Validity period, grant date, restricted sale period and lifting of restricted stock incentive plan
