Shanghai Xingong Technology Group Co., Ltd
about
Guangdong Great River Smarter Logistics Co.Ltd(002930) 2019 stock option and restricted stock incentive plan matters related to the exercise of the third phase of stock option and the lifting of the third phase of restricted stock restriction
of
Independent financial advisor Report
Independent financial advisor:
April, 2002
catalogue
Chapter I statement three
Chapter II interpretation five
Chapter III basic assumptions 7 Chapter IV main contents of this incentive plan eight
1、 The stock source of this incentive plan eight
2、 The total amount of equity granted under this incentive plan eight
3、 The relevant schedule of this incentive plan eight
4、 The exercise price and grant price of this incentive plan thirteen
5、 Grant and exercise of this incentive plan / release of restrictions on sales fourteen
6、 Other contents of this incentive plan Chapter V approval procedures for the performance of this incentive plan 22 Chapter VI description on the achievements of the third exercise / lifting of restrictions on sale period of the incentive plan 25 I. description on the achievements of the third exercise / lifting of restrictions on sale period of the incentive plan twenty-five
2、 The exercisable right of the third exercise / lifting of the restriction period of the incentive plan / the lifting of the restriction arrangement twenty-seven
3、 The impact of this stock option exercise on the company's ownership structure and listing conditions 28 Chapter VII verification opinions of independent financial advisers twenty-nine
Chapter I declaration
Shanghai Xingong Technology Group Co., Ltd. (hereinafter referred to as "Xingong") is entrusted to act as the independent financial advisor (hereinafter referred to as "the independent financial advisor") of Guangdong Great River Smarter Logistics Co.Ltd(002930) (hereinafter referred to as " Guangdong Great River Smarter Logistics Co.Ltd(002930) " or "listed company", "company") for the stock option and 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 on the basis of relevant materials provided by Guangdong Great River Smarter Logistics Co.Ltd(002930) for the reference of Guangdong Great River Smarter Logistics Co.Ltd(002930) all shareholders and relevant parties. 1. The documents and materials on which the independent financial adviser's report is based are provided by Guangdong Great River Smarter Logistics Co.Ltd(002930) and Guangdong Great River Smarter Logistics Co.Ltd(002930) has assured the independent financial adviser that the relevant information about the incentive plan provided by him 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 matters of the incentive plan, 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 Guangdong Great River Smarter Logistics Co.Ltd(002930) and the documents provided by relevant parties are true, accurate and complete; All parties involved in this incentive plan can perform all obligations in an honest and trustworthy manner in accordance with 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 are no significant changes in the accounting policies and accounting systems currently implemented in this incentive plan; There are no significant adverse effects 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 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 information publicly disclosed by relevant listed companies such as Guangdong Great River Smarter Logistics Co.Ltd(002930) 2019 stock option and restricted stock incentive plan.
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 advisor reminds investors that the purpose of this report is 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. It does not constitute any investment suggestions for Guangdong Great River Smarter Logistics Co.Ltd(002930) and the independent financial advisor will not bear any responsibility for the possible risks of any investment decisions made by investors according to this report.
Chapter II interpretation
In this independent financial adviser's report, unless the context specifies, the following abbreviations have the following meanings:
Interpretation item interpretation content
Guangdong Great River Smarter Logistics Co.Ltd(002930) , listed company, company refers to Guangdong Great River Smarter Logistics Co.Ltd(002930)
Equity incentive plan and this incentive plan refer to Guangdong Great River Smarter Logistics Co.Ltd(002930) 2019 stock option and restricted stock incentive plan
Shanghai Xingong Technology Group Co., Ltd. on Guangdong Guangdong Great River Smarter Logistics Co.Ltd(002930) this report and this independent financial consultant's report refer to the independent financial consultant's report on matters related to the third exercise of stock options and the third release of restricted shares of the 2019 stock option and restricted stock incentive plan of Logistics Co., Ltd
Independent financial consultant and Xingong Co., Ltd. refer to Shanghai Xingong Technology Group Co., Ltd
Stock option refers to the right granted by the company to the incentive object to purchase a certain number of shares of the company under predetermined conditions within a certain period of time in the future
Restricted shares refer to the shares of the company whose transfer and other rights are restricted according to the conditions specified in the incentive plan
The underlying stock refers to the shares of the company that the incentive object has the right to purchase under the plan
The public incentive objects who obtain stock options or restricted shares in accordance with the provisions of the incentive plan refer to the directors, senior managers, core managers and core technical / business personnel of the company (including subsidiaries)
Authorization date / grant date refers to the date on which the company grants stock options and restricted stocks to incentive objects. The authorization date and grant date must be trading days
From the date of stock option authorization and restricted stock grant to the date when the incentive validity period refers to the date when all stock options granted to the object are exercised or cancelled and the restricted stock is lifted or repurchased and cancelled
The waiting period refers to the period between the date when the stock option authorization is completed and registered and the date when the stock option is exercisable
The exercisable date refers to the date when the incentive object can start exercising the right. The exercisable date must be the trading day
The exercise price refers to the price determined by the company when granting stock options to the incentive object and the incentive object purchases the shares of the listed company
Exercise conditions refer to the conditions that must be met by the incentive object to exercise the stock option according to the incentive plan
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
The conditions for the incentive object to exercise its rights and interests set in the incentive plan have not yet reached the restricted sale period, which refers to the period during which the restricted shares cannot be transferred, used for guarantee or debt repayment, which is calculated from the date when the incentive object is granted the restricted shares and completes the registration
The period of lifting the restriction on sale refers to the period during which the restricted shares held by the incentive object are lifted and can be listed and circulated after the conditions for lifting the restriction on sale 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
Remuneration and assessment committee refers to the remuneration and assessment committee under the board of directors of the company
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shenzhen Stock Exchange
China Securities Depository and Clearing Corporation refers to Shenzhen Branch of China Securities Depository and Clearing Corporation Limited
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 Guangdong Great River Smarter Logistics Co.Ltd(002930) articles of association
The company's assessment management measures refer to the assessment management measures for the implementation of stock option and restricted stock incentive plan in Guangdong Great River Smarter Logistics Co.Ltd(002930) 2019
Yuan / 10000 yuan refers to RMB yuan / 10000 yuan, the legal currency unit of the people's Republic of China
Chapter III basic assumptions
The independent financial advisor'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) Guangdong Great River Smarter Logistics Co.Ltd(002930) provided and publicly disclosed materials and information 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 plan of the equity incentive plan and the terms of relevant agreements 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 the incentive plan
Guangdong Great River Smarter Logistics Co.Ltd(002930) this incentive plan was drafted by the remuneration and assessment committee under the board of directors of the company, which was deliberated and adopted at the eighth meeting of the second board of directors and the first extraordinary general meeting of shareholders in 2019. 1、 Source of stock incentive plan
The incentive plan includes stock option incentive plan and restricted stock incentive plan. The source of the underlying stock is the company's RMB A-share common stock issued by the company to the incentive object. 2、 Total amount of equity granted under this incentive plan
The incentive plan includes stock option incentive plan and restricted stock incentive plan.
The incentive plan plans to grant a total of 1.5 million rights and interests to incentive objects, and the type of underlying shares involved is RMB A-share common shares, accounting for about 0.6165% of the company's total share capital of 243298220 shares on the announcement date of the draft incentive plan. The grant of this incentive plan is a one-time grant without reserved rights and interests. The details are as follows:
(I) stock option incentive plan: the incentive plan intends to grant 1 million stock options to the incentive object, and the subject stock involved is RMB A-share common stock, accounting for about 0.4110% of the total share capital of 243298220 shares on the announcement date of the draft incentive plan. Each stock option granted under the plan has the right to purchase RMB a ordinary shares of 1 equity company at the exercise price during the vesting period when the effective conditions and effective arrangements are met. The grant of stock options is a one-time grant without reserved rights and interests
