Securities abbreviation: Inkon Life Technology Co.Ltd(300143) securities code: 300143 Shanghai Rongzheng Investment Consulting Co., Ltd
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Inkon Life Technology Co.Ltd(300143)
2022 restricted stock incentive plan (Draft)
Independent financial advisor Report
January 2022
catalogue
1、 Interpretation 3 II. Statement 4 III. basic assumptions 5 IV. main contents of this restricted stock incentive plan 6 (I) scope and distribution of incentive objects 6 (II) incentive mode, source and quantity 7 (III) validity period, grant date and ownership arrangement of restricted shares 7 (IV) grant price of restricted shares and determination method of grant price 8 (VI) other contents of the incentive plan 11 v. opinions of independent financial adviser 12 (I) verification opinions on whether the Inkon Life Technology Co.Ltd(300143) 2022 restricted stock incentive plan complies with the policies and regulations 12 (II) verification opinions on the feasibility of the company's equity incentive plan 12 (III) verification opinions on the scope and qualification of incentive objects 13 (IV) verification opinions on the equity limit of equity incentive plan (V) verification opinions on whether the listed company provides any form of financial assistance to the incentive object 13 (VI) verification opinions on the pricing method of the award price of the incentive plan 14 (VII) verification opinions on whether the equity incentive plan damages the interests of the listed company and all shareholders 14 (VIII) financial opinions on the implementation of equity incentive plan of the company 15 (IX) verification opinions on the impact of the company's implementation of equity incentive plan on the sustainable operation ability and shareholders' equity of listed companies 16 (x) opinions on the rationality of the performance appraisal system and methods of listed companies 16 (XI) others 17 (XII) other matters that should be explained 18 VI. documents for future reference and consultation methods 19 (I) documents for future reference 19 (II) consultation method 19 I. interpretation 1 Listed company, company, Inkon Life Technology Co.Ltd(300143) : refers to Inkon Life Technology Co.Ltd(300143) . 2. Equity incentive plan, restricted stock incentive plan and this incentive plan refer to the restricted stock incentive plan of Inkon Life Technology Co.Ltd(300143) Technology Co., Ltd. in 2022 (Draft). 3. Restricted stock and class II restricted stock: the A-share common stock of the company obtained and registered by the incentive object meeting the grant conditions of the incentive plan after meeting the corresponding attribution conditions. 4. Incentive objects: directors, senior managers and key employees of the company who obtain restricted shares in accordance with the provisions of the incentive plan. 5. 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. 6. Grant price: refers to the price of each restricted stock granted by the company to the incentive object. 7. Validity period: the period from the date of grant of restricted shares to the date when all the restricted shares granted to the incentive object are vested or invalid. 8. Ownership: refers to the behavior of the listed company to register the shares in the incentive object's account after the restricted stock incentive object meets the benefit conditions. 9. Attribution conditions: the incentive object established by the restricted stock incentive plan is the benefit conditions required to obtain the incentive stock. 10. Vesting date: after the restricted stock incentive object meets the benefit conditions, the date of completing the registration of the granted shares must be the trading day. 11. 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 Administrative measures: refers to the administrative measures for equity incentive of listed companies Listing Rules: refers to the Listing Rules of Shenzhen Stock Exchange gem (revised in 2020) 15 Articles of association: refers to the Inkon Life Technology Co.Ltd(300143) articles of association CSRC: refers to the China Securities Regulatory Commission Stock Exchange: refers to Shenzhen Stock Exchange Yuan: refers to RMB yuan.
2、 Statement
The independent financial advisor hereby makes the following statement on this report:
(I) the documents and materials on which the independent financial adviser's report is based are provided by Inkon Life Technology Co.Ltd(300143) . All parties involved in the incentive plan have guaranteed to the independent financial adviser that all the documents and materials provided for issuing the independent financial adviser's report are legal, true, accurate, complete and timely, without any omission, false or misleading statements, and are responsible for their legality, authenticity Be responsible for accuracy, completeness and timeliness. The independent financial advisor shall not bear any risk liability arising therefrom.
(II) the independent financial adviser only expresses opinions on whether the restricted stock incentive plan is fair and reasonable to Inkon Life Technology Co.Ltd(300143) shareholders, the impact on shareholders' rights and interests and the sustainable operation of the listed company, does not constitute any investment suggestions for Inkon Life Technology Co.Ltd(300143) , and does not bear any responsibility for the possible risks arising from any investment decisions made by investors according to 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 restricted stock incentive plan publicly disclosed by the listed company.
(V) based on the principle of diligence, prudence and due diligence to all shareholders of the listed company, the independent financial adviser conducted in-depth investigation on the matters involved in the restricted stock incentive plan and carefully reviewed the relevant materials. The scope of investigation includes the articles of association of the listed company, salary management measures, relevant resolutions of the board of directors and the general meeting of shareholders Financial reports of relevant companies, production and operation plans of the company, and effective communication with relevant personnel of the listed company. On this basis, the independent financial adviser's report is issued, and is responsible for the authenticity, accuracy and completeness of the report.
The independent financial adviser's 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, the rules for the listing of shares on the gem of Shenzhen Stock Exchange (revised in 2020) and other laws, regulations and normative documents, 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 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.
4、 Main contents of this restricted stock incentive plan
The restricted stock incentive plan for 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 Inkon Life Technology Co.Ltd(300143) , the restricted stock incentive plan is implemented for the incentive objects of the company. This report of the independent financial adviser will give professional opinions on the restricted stock incentive plan. (I) scope and distribution of incentive objects
The total number of incentive objects granted with restricted shares in this incentive plan is 131. Specifically include:
1. Directors and senior managers;
2. Key employees.
The above incentive objects do not include independent directors and supervisors of the company, nor do they include shareholders or actual controllers who individually or jointly hold more than 5% of the shares of the company and their spouses, parents and children. All incentive objects must have employment or labor relations with the company or its branches and holding subsidiaries within the validity of the incentive plan.
The incentive object does not have the following circumstances that cannot become an incentive object:
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. 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;
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 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:
Name Nationality position proportion of restricted shares granted to restricted shares granted to the total number of shares (10000 shares) at present
Peng Wen, director and general manager of China 21.00 5.01% 0.03%
Tan Bo, CFO of China 10.00 2.39% 0.02%
Shen Xudong, director of China 7.00 1.67% 0.01%
Li Hongbo, deputy general manager of China 7.00 1.67% 0.01%
Hu Yuanyuan, Secretary of the board of directors of China 7.00 1.67% 0.01%
Core backbone employees (126 persons) 366.90 87.59% 0.57%
Total (131 persons) 418.90 100.00% 0.65%
Note: 1. The shares of the company granted by any of the above incentive objects through all the equity incentive plans within the validity period do not exceed 1% of the total share capital of the company. The total number of underlying shares involved in the incentive plan within the whole validity period of the company shall not exceed 20% of the total share capital of the company when the equity incentive plan is submitted to the general meeting of shareholders for deliberation.
2. If the total number in the above table is inconsistent with the mantissa of the sum of the sub item values, it is caused by rounding. (II) incentive mode, source and quantity
1. Incentive mode of this incentive plan
The incentive tool adopted in this incentive plan is the second type of restricted stock.
2. Stock source of this incentive plan
The source of the underlying stock involved is the company's directional issuance of the company's A-share common stock to the incentive object and the repurchase of the company's A-share common stock in the secondary market.
3. Number of restricted shares granted
The total amount of restricted shares to be granted to the incentive objects in the incentive plan is 4189000 shares, accounting for about 0.65% of the total share capital of the company at the time of announcement of the draft incentive plan.
The total number of subject shares involved in all equity incentive plans of the company within the validity period does not exceed 20% of the total share capital of the company. The shares of the company granted by any incentive object in the incentive plan through all equity incentive plans within the validity period shall not exceed 1% of the total share capital of the company when the incentive plan is submitted to the general meeting of shareholders for deliberation. (III) validity period, grant date and ownership arrangement of restricted shares
1. Validity of this incentive plan
The validity period of the incentive plan shall be no more than 48 months from the date of grant of restricted shares to the date when all the restricted shares granted to the incentive object are vested or invalid.
2. Grant date of this incentive plan
The grant date shall be determined by the board of directors after the incentive plan is deliberated and approved by the general meeting of shareholders of the company, and the grant date must be the trading day. The company shall convene the board of directors to grant restricted shares to incentive objects and complete the announcement in accordance with relevant regulations within 60 days after the deliberation and approval of the general meeting of shareholders. If the company fails to complete the above work within 60 days, it shall timely disclose the reasons for the failure, announce the termination of the implementation of the incentive plan, and the restricted shares that have not been granted shall become invalid.
3. Ownership arrangement of the incentive plan
The restricted shares granted by the incentive plan will be vested in several times according to the agreed proportion after the incentive object meets the corresponding vesting conditions. The vesting date must be the trading day. The restricted shares obtained by directors and senior managers shall not be vested in the following periods:
(1) Within 30 days before the announcement of the annual report and semi annual report of a listed company, if the announcement date of the periodic report is delayed due to special reasons, it shall be calculated from 30 days before the original scheduled announcement date to 1 day before the announcement;
(2) 10 days before the announcement of the quarterly report, performance forecast and performance express of the listed company;
(3) From the date of major events that may have a great impact on the trading price of the company's shares and their derivatives or the date of entering the decision-making process to the date of disclosure according to law;
(4) Other periods stipulated by the CSRC and Shenzhen Stock Exchange.
The above "major events" are transactions or other major events that the company shall disclose in accordance with the listing rules.
The ownership proportion of each batch of restricted shares granted by the incentive plan is as follows:
Ownership arrangement ownership time ownership proportion
