Securities abbreviation: Shenzhen Longtech Smart Control Co.Ltd(300916) securities code: Shenzhen Longtech Smart Control Co.Ltd(300916) Shanghai Rongzheng Investment Consulting Co., Ltd
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Shenzhen Longtech Smart Control Co.Ltd(300916)
Restricted stock incentive plan for 2022 (Draft)
of
Independent financial advisor Report
May 2022
catalogue
1、 Interpretation 1 II. Statement 2 III. basic assumptions 3 IV. main contents of this restricted stock incentive plan 4 v. opinions of independent financial consultant 11 VI. documents for future reference and consultation methods 18 I. interpretation
Shenzhen Longtech Smart Control Co.Ltd(300916) , the company and the public
Company, listed company Shenzhen Longtech Smart Control Co.Ltd(300916)
Independent financial advisor and financial advisor
Q: Shanghai Rongzheng Investment Consulting Co., Ltd
The report of Shanghai Rongzheng Investment Consulting Co., Ltd. on the independent financial advisor of Shenzhen Shenzhen Longtech Smart Control Co.Ltd(300916) control refers to the independent financial advisor’s report of the company’s 2022 restricted stock incentive plan (Draft)
This incentive plan refers to the Shenzhen Longtech Smart Control Co.Ltd(300916) 2022 restricted stock incentive plan
Restricted shares and class II restrictions refer to the shares of the company obtained and registered in batches after the incentive objects meeting the grant conditions of the incentive plan meet the corresponding grant conditions
It refers to the directors, incentive objects and senior managers of the company that obtains restricted shares in accordance with the provisions of this incentive plan, as well as the managers and technical (business) personnel who have a direct impact on the company’s operating performance and future development, except independent directors and supervisors
Grant date refers to the date on which the company grants restricted shares to incentive objects
The grant price refers to the price at which the incentive object obtains the company’s shares when the company grants restricted shares to the incentive object
Validity period refers to the period from the date of the first grant of restricted shares to the date when all the restricted shares granted to the incentive object are vested or invalid
Attribution refers to the behavior that the listed company registers the shares in the account of the incentive object after the incentive object meets the benefit conditions of restricted shares
Vesting conditions refer to the benefit conditions established by the plan, and the incentive object is the benefit conditions required to obtain restricted shares
Vesting date refers to the date on which the authorized shares are registered after the incentive object meets the benefit conditions of restricted shares. It must be the trading day
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
Listing Rules refers to the Shenzhen Stock Exchange GEM Listing Rules (revised in December 2020)
The self regulatory guide refers to the self regulatory guide for companies listed on the gem of Shenzhen Stock Exchange No. 1 – business handling
The articles of association refers to the Shenzhen Longtech Smart Control Co.Ltd(300916) articles of association
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 refers to Shenzhen Stock Exchange
China Securities Depository and Clearing Corporation refers to Shenzhen Branch of China Securities Depository and Clearing Corporation Limited
Yuan means RMB yuan
Note: 1. The financial data and financial indicators quoted in this plan refer to the financial data in the consolidated statement and the financial indicators calculated based on such financial data unless otherwise specified;
2. If there is any difference in the mantissa between the sum of some total figures and each detailed figure in the plan, it is caused by rounding.
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 Shenzhen Longtech Smart Control Co.Ltd(300916) and all parties involved in the plan have guaranteed to the independent financial adviser that all documents and materials provided are legal, true, accurate, complete and timely, without any omission, false or misleading statements, and are responsible for their legality, authenticity, accuracy, completeness and timeliness, The independent financial advisor does not assume any risk liability arising therefrom.
(II) the independent financial adviser only gives opinions on whether the incentive plan is fair and reasonable to Shenzhen Longtech Smart Control Co.Ltd(300916) shareholders and its impact on shareholders’ rights and interests and the continuous operation of the listed company. It does not constitute any investment suggestions for Shenzhen Longtech Smart Control Co.Ltd(300916) and will not be responsible for the risks that may arise from any investment decisions made by investors according to the report of the independent financial adviser.
(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) with 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 according to the principle of objectivity and impartiality. The scope of investigation includes the articles of association of the listed company, salary management measures, resolutions of the relevant board of directors and general meeting of shareholders, financial reports of the relevant company, production and operation plans of the company, etc, We have effectively communicated with relevant personnel of the listed company, issued this independent financial advisory report on this basis, and are responsible for the authenticity, accuracy and completeness of the report.
The independent financial adviser’s report is prepared in accordance with the requirements of the company law, administrative measures and other laws, regulations and normative documents and 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 relied on by the independent financial adviser is authentic, accurate, complete and timely; (III) the relevant documents issued by the listed company for the incentive plan are authentic 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 this 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
Shenzhen Longtech Smart Control Co.Ltd(300916) 2022 restricted stock incentive plan is formulated by the Remuneration Committee under the board of directors of listed companies. According to the current policy environment in China and the actual situation of Shenzhen Longtech Smart Control Co.Ltd(300916) , this incentive plan is implemented for the incentive objects of the company. This report of the independent financial adviser will give professional opinions on this incentive plan. (I) scope and distribution of incentive objects
1. The total number of incentive objects granted for the first time in the plan is 156, including:
(1) Directors and senior managers of the company;
(2) Management personnel and Technology (business) that have a direct impact on the company’s business performance and future development
Personnel.
The incentive objects granted for the first time in this incentive plan include Mr. Ouyang Zhengliang, the actual controller, Ms. Ouyang Xiaoying, the younger sister of the actual controller, and Mr. Ouyang Bailiang, the younger brother of the actual controller. The reasons why the company included them in this incentive plan are as follows:
As the actual controller, chairman and general manager of the company, Mr. Ouyang Zhengliang plays an important role in the company’s strategic planning, operation management and business development. Therefore, the incentive plan takes Mr. Ouyang Zhengliang as the incentive object, which is in line with the actual situation and development needs of the company, the provisions on Incentive objects in article 8.4.2 of the listing rules and other relevant laws and regulations, It is necessary and reasonable.
As the younger sister of the actual controller, Ms. Ouyang Xiaoying is currently the backbone of the company’s management and administration. She is responsible for the company’s administrative affairs and office affairs and plays an important role in the company’s daily management. It is necessary and reasonable to comply with the provisions on Incentive objects in article 8.4.2 of the listing rules and other relevant laws and regulations.
As the younger brother of the actual controller, Mr. Ouyang Bailiang is now the backbone of the company’s marketing department. He is mainly responsible for the company’s marketing work, is familiar with the market and industry trends, has a positive impact on the company’s product sales and brand publicity, and complies with the provisions on Incentive objects in article 8.4.2 of the listing rules and other relevant laws and regulations. It is necessary and reasonable
The persons appointed by the board of directors or senior management of the company must be elected by the general meeting of shareholders or above. All incentive objects must work in the company and sign labor contracts, employment contracts or labor contracts within the validity of the incentive plan.
The incentive object of the reserved grant part shall be determined within 12 months after the incentive plan is considered 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 accurately disclose the relevant information of the incentive object in time on the designated website as required. If the incentive object is not specified for more than 12 months, the reserved rights and interests shall become invalid. The criteria for determining the reserved incentive object shall be determined with reference to the criteria for the first award.
2. Distribution of restricted shares granted by the incentive plan among incentive objects
The distribution of restricted shares granted by the incentive plan among incentive objects is shown in the table below:
Proportion of the number of shares granted to the plan to the total share capital of the equity head office (10000 shares) on the date of announcement of the plan
Ouyang Zhengliang, chairman and general manager of China
Management 1.5000 1.1743% 0.0235%
Lanmeihua China director 1.1000 0.8611% 0.0172%
Li Yanhui, director of China 1.3000 1.0177% 0.0204%
Zhao Baofa, Secretary of the board of directors of China
Deputy general manager 1.5000 1.1743% 0.0235%
Other key technical and business personnel of the company
(152 persons) 967920 757727% 1.5155%
Reserved part 25548020% 0.4%
Total 1277400100% 2%
Note: 1. The cumulative number of shares of the company granted by any of the above incentive objects through all the equity incentive plans within the validity period does not exceed 1% of the total share capital of the company. The total number of subject 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;
2. Above incentive objects
