Notice of Shenzhen Tashan Enterprise Management Consulting Co., Ltd. on Acrobiosystems Co.Ltd(301080) 2022 restricted stock incentive plan (Draft)
Independent financial advisor Report
April, 2002
catalogue
interpretation...... 2 declare that 4 I. main contents of restricted stock incentive plan 5 (I) source and quantity of restricted shares to be granted 5 (II) scope of incentive objects and distribution of restricted shares 5 (III) grant price of restricted shares and its determination method 7 (IV) validity period, grant date, ownership arrangement and lock up period of restricted stock incentive plan 8 (V) vesting and vesting conditions of restricted shares 10 (VI) other contents of restricted stock incentive plan 13 II. Opinions of independent financial adviser 15 (I) verification opinions on the feasibility of the company's implementation of equity incentive plan 15 (II) verification opinions on the accounting treatment of the company's implementation of equity incentive plan 17 (III) verification opinions on the implementation of equity incentive plan assessment system by the company 17 (IV) verification opinions on the impact of the implementation of equity incentive plan on the company's sustainable operation ability and shareholders' equity 18 (V) verification opinions on whether the implementation of equity incentive plan damages the interests of the company and all shareholders 18 III. documents and places for future reference 20 (I) documents for future reference 20 (II) location for future reference twenty
interpretation
In this report, unless the context otherwise requires, the following words have the following meanings:
Acrobiosystems Co.Ltd(301080) (Securities abbreviation: 100 Acrobiosystems Co.Ltd(301080) , listed company, company refers to
Psyche; (securities code: Acrobiosystems Co.Ltd(301080) )
The incentive plan, the plan and equity Acrobiosystems Co.Ltd(301080) 2022 restrictive means
Incentive plan stock incentive plan
Equity incentive plan (Draft) and Acrobiosystems Co.Ltd(301080) 2022 restrictions refer to
The draft stock incentive plan (Draft)
Report of Shenzhen Tashan Enterprise Management Consulting Co., Ltd. on Beijing Baipu independent financial consultant, and this report refers to the independent financial consultant's report on the 2022 restricted stock incentive plan (Draft) of Seth Biotechnology Co., Ltd
After the restricted stock and the second type of restricted stock meet the attribution conditions, the incentive index shall be calculated according to the attribution arrangement agreed in this incentive plan
The stock incentive object obtains A-share common shares issued by the company
The personnel to participate in the incentive plan, including the directors of the company (including subsidiaries), and the incentive objects refer to
Senior management and core business backbone
The date on which the company grants class II restricted shares to the incentive object refers to
Date must be a trading day
The grant price refers to the price of each class II restricted stock granted by the company to the incentive object
From the date of the first grant of class II restricted shares to the expiration date of the incentive object
Until the date when all the class II restricted shares granted are vested or invalid
After the incentive object meets the benefit conditions, the ownership index of the second type of restricted shares granted
The act that the company registers with the individual securities account of the incentive object
The incentive object is the benefit attribution conditions to be met for the grant of class II restricted shares
condition
Vesting date of the second type of restricted stock granted after the incentive object meets the benefit conditions
The date of completion of registration, and the vesting date must be the trading day
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 Acrobiosystems Co.Ltd(301080) articles of association
Shenzhen Stock Exchange GEM Listing Rules (revised in 2020)
(subscription)
The first self regulatory guide of Shenzhen Stock Exchange GEM listed companies refers to
No. - business handling
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shenzhen Stock Exchange
The independent financial consultant refers to Shenzhen Tashan Enterprise Management Consulting Co., Ltd
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
Statement
Tashan consulting is entrusted to act as the independent financial advisor of the Acrobiosystems Co.Ltd(301080) 2022 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, listing rules, self regulatory guidelines 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. It does not constitute any investment suggestions for the listed company. The independent financial adviser will not be responsible for the possible risks arising from any investment decisions made by investors according to this report.
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 this incentive plan can fully and properly perform all obligations in good faith in accordance with the terms of this 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、 Main contents of restricted stock incentive plan (I) source and quantity of restricted stock to be granted
1. The incentive tool adopted in this incentive plan is restricted stock (class II 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. The number of restricted shares to be granted under the incentive plan is 800000 shares, accounting for about 1.0000% of the total share capital of the company at the time of announcement of the draft incentive plan. Among them, 640000 shares were granted for the first time, accounting for about 0.8000% of the total share capital of the company at the time of announcement of the draft incentive plan and 80% of the total equity to be granted; 160000 shares are reserved for grant, accounting for about 0.2000% of the total share capital of the company at the time of announcement of the draft incentive plan and 20% of the total equity to be granted. (II) scope of incentive objects and distribution of restricted shares
The number of incentive objects granted by the incentive plan for the first time shall not exceed 87, including:
1. Directors and senior managers of the company;
2. Core business backbone.
The incentive objects include Mr. Chen Yiding, the actual controller of the company. As the chairman and general manager of the company, Mr. Chen Yiding is the leading core of the company and has a decisive influence on the company's operation and management, enterprise development strategy, enterprise culture construction and other major decisions. This equity incentive to Mr. Chen Yiding will help Mr. Chen Yiding lead the company's sustainable and stable development, meet the actual situation and development needs of the company, comply with the principle of equal contribution and incentive of this incentive plan, and safeguard the long-term interests of the majority of shareholders.
The incentive objects include Mr. Miao Jingyun, who is the concerted action of the shareholders and actual controllers holding more than 5% of the shares of the company. Currently, he is the deputy general manager, director, member of strategy committee and member of salary and assessment committee of the company. Mr. Miao Jingyun is the co-founder of the company. Since he joined the company in 2012, as one of the core managers of the company, he has always been responsible for product R & D and made outstanding contributions to the company's product R & D and strategic development. The incentive plan takes Mr. Miao Jingyun as the incentive object, which is in line with the actual situation and development needs of the company and the provisions of the listing rules and other relevant laws and regulations, and is necessary and reasonable. The incentive objects include some foreign employees. The reason why the company includes them in the incentive plan is that foreign incentive objects play an important role in the company's technology R & D, product iterative renewal and business expansion outside China, provide a strong guarantee for the company's R & D level to maintain an advanced position in the industry, and enable the company to maintain and improve the international competition level of products and the company's international market position. Therefore, the implementation of incentives for foreign employees is an important means to attract and retain foreign employees, which reflects the company's equal policy for Chinese and foreign employees; It is also an effective measure for the company to achieve sustainable development, which will further promote the construction and stability of the company's core talent team, so as to contribute to the long-term development of the company.
In addition to the above personnel, the company does not have other shareholders or actual controllers who individually or jointly hold more than 5% of the shares of the listed company and their spouses, parents and children as the incentive objects of the incentive plan. Among the above incentive objects, directors and senior managers must be elected by the general meeting of shareholders or appointed by the board of directors. All incentive objects must have employment or labor relations with the company (including subsidiaries) when the company grants restricted shares and within the assessment period specified in the incentive plan.
The basis for determining the reserved incentive object refers to the basis for the first grant. The company shall specify the grant object of the reserved restricted shares within 12 months after the plan is reviewed 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 object as required. If the incentive object is not specified for more than 12 months, the reserved rights and interests shall become invalid. The distribution of restricted shares granted by this incentive plan is shown in the following table:
The proportion of restrictions granted in sequence to the proportion of restrictions granted to the total number of job-related shares of the name nationality of the announcement number of the plan to the total number of shares of the company's daily share capital (10000 shares)
1 Chen Yiding, chairman and general manager of China 2.83 3.54% 0.0354%
2 Miao Jingyun, director and deputy general manager of China 2.72 3.40% 0.0340%
3 Lin Tao, deputy general manager of China, 0.44 0.55% Secretary of the board of directors, 0.0055% financial director
4 Huang Xu, deputy general manager of China 1.22
