Shanghai Rongzheng Investment Consulting Co., Ltd
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Aerospace Ch Uav Co.Ltd(002389) on the granting of restricted stock incentive plan in 2021
Financial advisory report
January 2022
catalogue
1、 Declare that 3 II. Basic assumptions 4 III. authorization and approval of incentive plan 5 IV. specific conditions of the grant 6 v. description of meeting the grant conditions 8 VI. opinions of the financial advisor 10 I. declaration
The financial advisor hereby makes the following statement on this report:
(I) the documents and materials on which the financial advisor's report is based are provided by Aerospace Ch Uav Co.Ltd(002389) . All parties involved in the incentive plan have guaranteed to the financial advisor that all the documents and materials provided for issuing the financial advisor's report are legal, true, accurate, complete and timely, without any omission, false or misleading statements, and are responsible for their legality, authenticity, accuracy Responsible for completeness and timeliness. The financial advisor does not assume any risk liability arising therefrom.
(II) the financial consultant only expresses opinions on whether the incentive plan is fair and reasonable to Aerospace Ch Uav Co.Ltd(002389) shareholders and its impact on shareholders' rights and interests and the sustainable operation of the listed company, does not constitute any investment suggestions for Aerospace Ch Uav Co.Ltd(002389) , and does not bear any responsibility for the possible risks arising from any investment decisions made by investors according to this report.
(III) the financial advisor has not entrusted or authorized any other institution or individual to provide information not listed in the financial advisor's report and make any explanation or explanation to the report.
(IV) the financial consultant requests Aerospace Ch Uav Co.Ltd(002389) all shareholders to carefully read the relevant information about the incentive plan publicly disclosed by the listed company.
(V) in line with the attitude of diligence, prudence and responsibility to Aerospace Ch Uav Co.Ltd(002389) all shareholders, and based on the principle of objectivity and impartiality, the financial consultant conducted an in-depth investigation on the matters involved in the incentive plan and carefully reviewed the relevant materials. The scope of the investigation included the articles of association, salary management methods, relevant resolutions of the board of directors, the general meeting of shareholders and relevant company financial reports, We have effectively communicated with relevant personnel of the listed company, issued this 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 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, as well as the guidelines for the implementation of equity incentive by listed companies controlled by central enterprises, and the relevant materials provided by Aerospace Ch Uav Co.Ltd(002389) .
2、 Basic assumptions
The financial advisory report issued by the financial adviser 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 financial advisor is based is authentic, accurate, complete and timely; (III) Aerospace Ch Uav Co.Ltd(002389) the relevant documents issued by the 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.
3、 Authorization and approval of incentive plan
1. On July 15, 2021, the company held the 30th meeting of the 5th board of directors and the 21st Meeting of the 5th board of supervisors, and deliberated and adopted the proposal on , etc.
2. On December 2, 2021, the company received the reply on Aerospace Ch Uav Co.Ltd(002389) implementation of restricted stock incentive plan (gzkp [2021] No. 575) issued by the state owned assets supervision and Administration Commission of the State Council. The state owned assets supervision and Administration Commission of the State Council agreed in principle to the company's implementation of restricted stock incentive plan.
3. On December 31, 2021, the board of supervisors of the company issued the verification opinions on the list of incentive objects of the incentive plan in 2021 and the description of publicity.
4. On January 5, 2022, the company held the first extraordinary general meeting of shareholders in 2022, deliberated and approved the proposal on , and conducted a self-examination on the insider of the incentive plan and the trading of the company's shares by the intended incentive objects, Disclosed the self inspection report on the trading of the company's shares by insiders of the company's restricted stock incentive plan in 2021 and the intended incentive objects.
5. On January 11, 2021, the company held the 36th meeting of the 5th board of directors and the 25th meeting of the 5th board of supervisors, which respectively deliberated and adopted the proposal on adjusting the number of restricted stock incentive plans granted in 2021 and the proposal on granting restricted shares to incentive objects. The independent directors expressed their agreed independent opinions on relevant matters.
4、 Details of grant
1. Grant date: January 11, 2022
2. Number of shares granted: 9161500 shares
3. Number of persons granted: 272
4. Grant price: 12.80 yuan / share
5. Stock source: the company issues A-share common stock to the incentive object.
6. Validity period, sales restriction period and release of sales restriction of incentive plan
(1) The validity period of the incentive plan shall be no more than 60 months from the date of grant of restricted shares to the date when all restricted shares are lifted or repurchased and cancelled.
(2) Restricted shares shall be restricted to sale within 24 months from the date of completion of registration. During the restricted sale period, restricted shares shall be restricted and shall not be transferred, used as guarantee or repay debts.
(3) After 24 months from the date of grant, the restricted shares shall be lifted in three phases. The proportion of lifting the restrictions in each phase shall be 33%, 33% and 34% respectively. The actual number of restricted shares that can be lifted shall be linked to the performance evaluation results of the corresponding assessment year. The specific arrangements for lifting the restrictions are shown in the table below:
The number of sales restrictions that can be lifted when the restrictions are lifted and the proportion of the time for lifting the restrictions in the number of authorized benefits
The first trading day after 24 months from the date of completion of grant registration
The last 33% within 36 months from the date of lifting the sales restriction period to the date of completing the registration of the grant
End of trading day
The second is the first trading day after 36 months from the date of completion of grant registration
The last 33% within 48 months from the date of lifting the sales restriction period to the date of completing the registration of the grant
End of trading day
The third is the first trading day after 48 months from the date of completion of grant registration
The last 34% within 60 months from the date of lifting the sales restriction period to the date of completing the registration of the grant
End of trading day
7. List of incentive objects and Awards
The total number of incentive objects involved in the grant of restricted shares is 272, and the specific distribution is as follows:
Name: proportion of restricted shares granted by position in the proportion of restricted shares granted in the total number of shares (10000 shares) at present
Qin Yongming, general manager 14 1.53% 0.01%
Du Zhixi, deputy general manager and Secretary of the board of directors 11 1.20% 0.01%
Li pingkun, Deputy General Manager 11 1.20% 0.01%
Zhou Ying, deputy general manager and chief financial officer 12 1.31% 0.01%
Core management, business, technology and skill backbone staff 868.15 94.76% 0.88%
Workers (268 persons)
Total (272 persons) 916.15 100.00% 0.93%
Note: the number of people granted in the incentive plan shall not exceed 301, and the final number of participants is 272, which is in line with the provisions of the incentive plan.
5、 Description of eligibility for grant
According to the restricted stock incentive plan reviewed and approved by the company's first extraordinary general meeting in 2022, restricted shares can be granted to incentive objects only if the following circumstances do not occur.
1. Relevant information of the company
(1) Failing to employ an accounting firm to conduct audit in accordance with the prescribed procedures and requirements;
(2) The state-owned assets supervision and administration institution, the board of supervisors or the audit department raise major objections to the performance or annual financial report of the listed company;
(3) Major violations are punished by the securities regulatory authority and other relevant departments;
(4) The annual financial accounting report or internal control evaluation report is issued with negative opinions or unable to express opinions by certified public accountants;
(5) Failure to distribute profits in accordance with laws and regulations, the articles of association and public commitments within the last 36 months after listing;
(6) Equity incentive is not allowed according to laws and regulations;
(7) Other circumstances recognized by the CSRC.
2. Relevant situations of incentive objects
(1) Economic responsibility audit and other results show that they fail to perform their duties effectively or seriously neglect or derelict their duties;
(2) Violating the relevant laws and regulations of the state and the articles of association of the listed company;
(3) During his term of office, he has committed illegal and disciplinary acts such as taking bribes, asking for bribes, embezzlement and theft, divulging the business and technical secrets of the listed company, implementing related party transactions, damaging the interests and reputation of the listed company and having a significant negative impact on the image of the listed company, and has been punished;
(4) Failing to perform or correctly performing its duties, causing major asset losses and other serious adverse consequences to the listed company;
(5) Being identified as inappropriate by the stock exchange within the last 12 months;
(6) It has been identified as an inappropriate candidate by the CSRC and its dispatched offices within the last 12 months;
(7) 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;
(8) Those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law;
(9) Those who are not allowed to participate in equity incentive of listed companies according to laws and regulations;
(10) Other circumstances recognized by the CSRC.
After verification, the financial consultant believes that as of the grant date of the incentive plan, neither the company nor the incentive objects to be granted have the above relevant circumstances, and the company's granting of restricted shares meets the grant conditions specified in the incentive plan. 6、 Financial advisor's opinion
The financial advisor believes that the restricted stock incentive plan has been approved and authorized by the general meeting of shareholders, the grant date and the incentive objects granted comply with the relevant provisions of the incentive plan, and the grant is legal and effective.
(there is no text on this page, which is the signature and seal page of the financial advisory report of Shanghai Rongzheng Investment Consulting Co., Ltd. on the granting of Aerospace Ch Uav Co.Ltd(002389) restricted stock incentive plan in 2021) handled by: Li Haiyang
Shanghai Rongzheng Investment Consulting Co., Ltd. January 11, 2022
