Shanghai Xingong Yihe Enterprise Management Consulting Co., Ltd
about
Visionox Technology Inc(002387)
Matters related to reserved grant of stock option and restricted stock incentive plan in 2021
of
Independent financial advisor Report
Independent financial advisor:
May, 2002
catalogue
Chapter one states that three
Chapter II interpretation five
Chapter III basic assumptions 7 Chapter IV main contents of this incentive plan 8 I. stock source of this incentive plan 8 II. Total amount of equity granted by the incentive plan 8 III. relevant schedule of this incentive plan 9 IV. exercise price and grant price of the incentive plan 15 v. grant and exercise of the incentive plan / lifting of restrictions on sales 16 VI. other contents of the incentive plan Chapter V approval procedures for the performance of this incentive plan Chapter VI reserved grant of stock options and restricted shares 28 I. specific conditions of reserved grant of stock options 28 II. Specific conditions of reserved grant of restricted shares 29 III. Explanation on whether there are differences between the incentive objects granted this time, the number of rights and interests and the incentive plan deliberated and approved by the general meeting of shareholders Chapter VII description of the grant conditions of stock options and restricted shares 32 I. conditions for granting stock options and restricted shares 32 II. Description of the board of directors on the achievement of the grant conditions 32 Chapter VIII verification opinions of independent financial adviser thirty-three
Chapter I declaration
Shanghai Xingong Yihe Enterprise Management Consulting Co., Ltd. (hereinafter referred to as “Xingong Yihe”) is entrusted to act as the independent financial consultant (hereinafter referred to as “the independent financial consultant”) of Visionox Technology Inc(002387) (hereinafter referred to as ” Visionox Technology Inc(002387) ” or “listed company”, “company”) for the stock option and restricted stock incentive plan (hereinafter referred to as “the incentive plan”) and prepare this report. The independent financial advisor’s 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 based on the relevant materials provided by Visionox Technology Inc(002387) for the reference of Visionox Technology Inc(002387) all shareholders and relevant parties.
1. The documents and materials on which the independent financial adviser’s report is based are provided by Visionox Technology Inc(002387) and Visionox Technology Inc(002387) 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 Visionox Technology Inc(002387) 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 Visionox Technology Inc(002387) 2021 stock option and restricted stock incentive plan (Draft).
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 this report does not constitute any investment advice for Visionox Technology Inc(002387) and the independent financial advisor will not bear any responsibility for the risks that may arise from any investment decisions made by investors based on 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
Visionox Technology Inc(002387) , listed company, company refers to Visionox Technology Inc(002387)
Equity incentive plan and this incentive plan refer to the incentive plan of Visionox Technology Inc(002387) 2021 stock option and restricted capital stock plan
Shanghai Xingong Yihe Enterprise Management Consulting Co., Ltd. on Visionox Technology Inc(002387) Keben report and this independent financial consultant report refer to the independent financial consultant report on matters related to the reserved grant of stock option and restricted stock incentive plan in 2021 of Shanghai Xingong Yihe Enterprise Management Consulting Co., Ltd
Independent financial consultant and Xingong Yihe refers to Shanghai Xingong Yihe Enterprise Management Consulting 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 and core management / technical / business personnel of the company (including holding subsidiaries)
Grant date / authorization date refers to the date on which the company grants restricted shares and stock options to incentive objects. The grant date and authorization 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 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 for the incentive object to exercise stock options according to the 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 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
Business handling guide refers to the business handling guide for listed companies of Shenzhen Stock Exchange No. 9 – equity incentive
The articles of association refers to the Visionox Technology Inc(002387) articles of association
Measures for the administration of stock option plan and restricted assessment
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) Visionox Technology Inc(002387) 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
Visionox Technology Inc(002387) this restricted stock 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 19th meeting of the 5th board of directors and the 6th extraordinary general meeting of shareholders in 2021. 1、 Stock source of this 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 intends to grant a total of 53.832 million rights and interests to the incentive objects, and the subject stock involved is RMB A-share common stock, accounting for about 3.94% of the total share capital of the company on the announcement date of the draft incentive plan. Among them, 50730400 shares were granted for the first time, accounting for 94.24% of the total rights and interests to be granted in the incentive plan and 3.71% of the total share capital of 1367663046 shares on the announcement date of the draft incentive plan; 3.1016 million shares are reserved, accounting for 5.76% of the total rights and interests to be granted in the incentive plan and 0.23% of the total share capital of 1367663046 shares on the announcement date of the draft incentive plan. The details are as follows:
(I) stock option incentive plan: the incentive plan intends to grant 350177 million stock options to the incentive object, and the subject stock involved is RMB A-share common stock, accounting for about 2.56% of the total share capital of the company on the announcement date of the draft incentive plan. Among them, 33.044 million were granted for the first time, accounting for the total number of stock options to be granted under the incentive plan
