Securities code: Beijing Spc Environment Protection Tech Co.Ltd(002573) securities abbreviation: Beijing Spc Environment Protection Tech Co.Ltd(002573) Shanghai Rongzheng Investment Consulting Co., Ltd
about
Beijing Spc Environment Protection Tech Co.Ltd(002573)
Restricted stock incentive plan for 2022
Matters related to adjustment and initial grant
of
Independent financial advisor Report
May 2022
catalogue
1、 Interpretation 2. Statement 3. Basic assumptions 4. Opinions of independent financial advisor five
(I) approval procedures of this incentive plan 5 (II) the difference between the incentive plan implemented this time and the incentive plan approved by the general meeting of shareholders six
(III) description of the grant conditions of this incentive plan seven
(IV) details of the first grant 8 (V) description of the impact of the implementation of this incentive plan on the financial status and operating results of relevant years ten
(VI) concluding observations 11 I. interpretation in this independent financial adviser’s report, unless the context specifies, the following abbreviations have the following meanings:
Listed company, company and fresh refers to Beijing Spc Environment Protection Tech Co.Ltd(002573)
environment
Independent financial consultant refers to Shanghai Rongzheng Investment Consulting Co., Ltd
The independent financial advisory report of Shanghai Rongzheng Investment Consulting Co., Ltd. on Beijing Beijing Spc Environment Protection Tech Co.Ltd(002573) technology refers to the independent financial advisory report on matters related to the adjustment and initial grant of restricted stock incentive plan in 2022
This incentive plan refers to the incentive plan of Beijing Spc Environment Protection Tech Co.Ltd(002573) 2022 restricted stock incentive plan
According to the conditions and prices specified in the incentive plan, the restricted shares and target shares granted to the incentive object by the company refer to a certain number of company shares. These shares are set with a certain period of restricted sale period. The restricted sale and circulation can be lifted only after the conditions for lifting the restricted sale specified in the incentive plan are met
The incentive object of the company’s key directors, senior managers or restricted managers refers to the incentive object of the company’s stock plan
The grant date refers to the date on which the company grants rights and interests to the incentive object, and the grant date must be the trading day
The validity period refers to the period from the completion of the registration of the grant of restricted shares to the date when all the restricted shares granted to the incentive object are lifted or repurchased
The restricted sale period refers to the period during which the restricted shares granted to the incentive object under the plan are prohibited from being transferred, used for guarantee and debt repayment
The release period refers to the period during which the restricted shares held by the incentive object can be released and listed for circulation after the release conditions specified in the plan are met
The date of lifting the restriction on sale refers to the date on which the restricted shares held by the incentive object are lifted after the conditions for lifting the restriction on sale specified in the plan are met
The conditions for lifting the restrictions 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 plan
The grant price refers to the price of each restricted stock granted by the company to the incentive object
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 self regulatory guide refers to the self regulatory guide for listed companies of Shenzhen Stock Exchange No. 1 – business handling
The articles of association refers to the Beijing Spc Environment Protection Tech Co.Ltd(002573) articles of association
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shenzhen Stock Exchange
Yuan means 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 Beijing Spc Environment Protection Tech Co.Ltd(002573) and all parties involved in the plan have guaranteed to the independent financial adviser that all 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 legitimacy, 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 Beijing Spc Environment Protection Tech Co.Ltd(002573) shareholders and its impact on shareholders’ rights and interests and the sustainable operation of the listed company. It does not constitute any investment suggestions for Beijing Spc Environment Protection Tech Co.Ltd(002573) and does not bear any responsibility for the possible risks arising from any investment decisions made by investors based on 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 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 consultant conducted in-depth investigation on the matters involved in the incentive plan and carefully reviewed the relevant materials. The scope of the investigation includes the listed company’s charter, salary management measures, resolutions of previous board of directors and general meetings of shareholders, the company’s financial reports for the last three years and the latest period, the company’s production and operation plans, 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.
This report is prepared in accordance with the requirements of laws, regulations and normative documents such as the company law, the securities law, the administrative measures and the guide to self regulatory supervision, 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 this incentive plan are true and reliable;
(IV) there are no other obstacles to this 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、 Opinions of independent financial adviser (I) approval procedures of this incentive plan
Beijing Spc Environment Protection Tech Co.Ltd(002573) 2022 restricted stock incentive plan has gone through the necessary approval procedures:
1. On January 23, 2022, the 33rd meeting of the 5th board of directors of the company deliberated and approved the proposal on Beijing Spc Environment Protection Tech Co.Ltd(002573) 2022 restricted stock incentive plan (Draft) and its summary, the proposal on Beijing Spc Environment Protection Tech Co.Ltd(002573) 2022 restricted stock incentive plan implementation assessment management measures “, and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive. The independent directors of the company expressed their independent opinions on the incentive plan.
On January 23, 2022, the 19th meeting of the 5th board of supervisors of the company deliberated and approved the proposal on Beijing Spc Environment Protection Tech Co.Ltd(002573) 2022 restricted stock incentive plan (Draft) and its summary, the proposal on Beijing Spc Environment Protection Tech Co.Ltd(002573) 2022 restricted stock incentive plan implementation assessment management measures, and the proposal on verifying Beijing Spc Environment Protection Tech Co.Ltd(002573) 2022 restricted stock incentive plan incentive personnel list.
2. On April 28, 2022, the 36th meeting of the 5th board of directors of the company deliberated and adopted the proposal on Beijing Spc Environment Protection Tech Co.Ltd(002573) 2022 restricted stock incentive plan (Revised Draft) and its summary, The 21st Meeting of the 5th board of supervisors of the company deliberated and approved the proposal on Beijing Spc Environment Protection Tech Co.Ltd(002573) 2022 restricted stock incentive plan (Revised Draft) and its summary, and the proposal on verifying the list of incentive objects of Beijing Spc Environment Protection Tech Co.Ltd(002573) 2022 restricted stock incentive plan (adjusted). The company has revised the number of incentive objects granted for the first time, the number of shares to be granted and the distribution of rights and interests granted, and the share payment fees and amortization of rights and interests granted for the first time. The independent directors have expressed their independent opinions on the incentive plan.
3. On April 30, 2022, the company disclosed the announcement on obtaining the filing consent of Sichuan SASAC for equity incentive. The company has received the reply on matters related to the filing of Beijing Spc Environment Protection Tech Co.Ltd(002573) 2022 restricted stock incentive plan (cgzh [2022] No. 73) issued by the state owned assets supervision and Administration Commission of Sichuan provincial government, and agreed in principle to implement the 2022 restricted stock incentive plan. On the same day, the independent directors solicited the entrusted voting rights from all shareholders on this incentive plan.
4. From April 30, 2022 to May 9, 2022, the company publicized the names and positions of the incentive objects of the incentive plan in the company’s intranet OA system. During the publicity period, the board of supervisors of the company has not received any objection or adverse reaction from any organization or individual. For details, please refer to the verification opinions and publicity statement of the board of supervisors on the list of incentive objects of the company’s restricted stock incentive plan in 2022 disclosed by the company in the designated information disclosure media on May 10, 2022.
5. On May 16, 2022, the second extraordinary general meeting of the company in 2022 deliberated and approved the proposal on Beijing Spc Environment Protection Tech Co.Ltd(002573) 2022 restricted stock incentive plan (Revised Draft) and its abstract, the proposal on Beijing Spc Environment Protection Tech Co.Ltd(002573) 2022 restricted stock incentive plan implementation assessment management method “, and the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive. The company’s implementation of the restricted stock incentive plan in 2022 was approved.
6. The company conducted a self-examination on the trading of the company’s shares by insiders of the incentive plan and incentive objects within 6 months before the public disclosure of the incentive plan (Draft) (i.e. from July 23, 2021 to January 24, 2022), For details, please refer to the self inspection report on the purchase and sale of the company’s shares by the incentive objects of the restricted stock incentive plan in 2022 and insiders disclosed by the company in the designated information disclosure media on May 17, 2022.
7. On May 18, 2022, the 38th meeting of the 5th board of directors and the 22nd Meeting of the 5th board of supervisors of the company deliberated and approved the proposal on adjusting the list of incentive objects and the number of rights and interests granted under the restricted stock incentive plan in 2022 and the proposal on granting restricted shares to incentive objects for the first time. The independent directors of the company expressed their independent opinions on this and believed that the subject qualification of incentive objects was legal Effective, and the determined first grant date complies with relevant regulations. The board of supervisors of the company reviews the list of incentive objects on the first grant date and gives verification opinions.
In conclusion, the independent financial adviser believes that as of the date of issuance of this report, the adjustment of the incentive plan and the related matters of the first grant of the company have obtained the necessary approval and authorization, and comply with the relevant laws, regulations, normative documents and the relevant provisions of the incentive plan. (II) differences between the incentive plan implemented this time and the incentive plan approved by the general meeting of shareholders
Whereas Jia Shuangyan, a senior manager in this incentive plan, partially gave up 260000 restricted shares to be granted to him by the company for personal reasons; Four incentive objects lost their incentive qualification due to resignation, and 35 incentive objects such as senior manager an Dejun voluntarily gave up participating in the incentive plan, involving a total of 4.93 million restricted shares. In accordance with relevant laws, regulations and normative documents such as the company law, the securities law, the administrative measures, the self regulatory guide for listed companies of Shenzhen Stock Exchange No. 1 – business handling, the company’s restricted stock incentive plan in 2022 (Revised Draft) and other relevant provisions, as well as the authorization of the company’s second extraordinary general meeting in 2022, The board of directors agreed to adjust the number of incentive objects and the number of granted rights and interests of restricted shares in this incentive plan. After adjustment, the public
