Company abbreviation: Xiamen Intretech Inc(002925) securities code: 002925 Shanghai Rongzheng Investment Consulting Co., Ltd
about
Restricted stock incentive plan for 2021
Matters related to reservation grant
of
Independent financial advisor Report
January 2022
catalogue
1、 Interpretation 3 II. Statement 4 III. basic assumptions 5 IV. authorization and approval of the incentive plan 6 v. opinions of independent financial adviser nine
(I) verification of the adjustment of the number of reserved restricted shares nine
(II) description of the achievement of restricted stock grant conditions ten
(III) this grant 10 (IV) description of the impact of the implementation of this incentive plan on the financial status and operating results of relevant years thirteen
(V) concluding observations 13 VI. documents for future reference and consultation methods fourteen
(I) documents for future reference fourteen
(II) consultation method 14 I. interpretation 1 Listed company, company, Xiamen Intretech Inc(002925) : Xiamen Intretech Inc(002925) . 2. Equity incentive plan, incentive plan and this plan refer to the Xiamen Intretech Inc(002925) 2021 restricted stock incentive plan (Draft). 3. Restricted shares: the company grants a certain number of company shares to the incentive object according to the conditions and prices specified in the incentive plan. The restricted sale period of such shares is set for a certain 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. 4. Total share capital: refers to the total issued share capital of the current company. 5. Incentive object: refers to the middle-level managers and core technology (business) backbones of the company (including subsidiaries) who have obtained restricted shares in accordance with the incentive plan. 6. Term of validity: from the date of completion of registration of restricted shares to the date of cancellation of all restricted shares Grant date: refers to the date on which the company grants restricted shares to incentive objects. The grant date must be the trading day. 8. Grant price: refers to the price of each restricted stock granted by the company to the incentive object. 9. Restricted sale period: refers to the period during which the restricted shares granted to the incentive object under the incentive plan are prohibited from being transferred, used for guarantee and debt repayment. 10. 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 incentive plan are met. 11. . Conditions for lifting the restriction on sales: refer to the conditions that must be met for the incentive object to lift the restriction on sales of restricted shares according to the incentive plan. 12. 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 Guidelines for self regulatory supervision: refers to the guidelines for self regulatory supervision of listed companies of Shenzhen Stock Exchange No. 1 – business handling 16 Articles of association: refers to the Xiamen Intretech Inc(002925) articles of association CSRC: refers to the China Securities Regulatory Commission. 18. Stock Exchange: refers to Shenzhen Stock Exchange. 19. RMB: refers to RMB.
2、 Statement
(I) the documents and materials on which the independent financial adviser’s report is based are provided by Xiamen Intretech Inc(002925) . 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 gives opinions on whether the matters related to the reserved grant of the restricted stock incentive plan are fair and reasonable to the shareholders of Xiamen Intretech Inc(002925) , and the impact on the shareholders’ rights and interests and the continuous operation of the listed company, which does not constitute any investment suggestions for Xiamen Intretech Inc(002925) and the possible risks arising from any investment decisions made by the investors according to this report, The independent financial advisor assumes no responsibility.
(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 equity incentive plan publicly disclosed by the listed company.
(V) based on the principles 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 equity incentive plan and carefully reviewed the relevant materials. The scope of the investigation includes the articles of association of the listed company, salary management measures, resolutions of the previous board of directors and general meetings of shareholders The company’s financial report for the last three years and the latest issue, the company’s production and operation plan, etc., and has effectively communicated 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.
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 equity incentive plan are true and reliable;
(IV) there are no other obstacles to the equity incentive plan, and all agreements involved can be effectively approved and finally completed on schedule;
(V) all parties involved in this equity 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、 Authorization and approval of this incentive plan
1. On January 4, 2021, the company held the fifth meeting of the Fourth Board of directors, The proposal on the company’s 2021 restricted stock incentive plan (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company’s 2021 restricted stock incentive plan, and the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive were reviewed and approved.
The independent directors of the company expressed independent opinions on whether the restricted stock incentive plan in 2021 (hereinafter referred to as “the incentive plan”) is conducive to the sustainable development of the company and whether there is any situation damaging the interests of the company and all shareholders. On the same day, the company held the fifth meeting of the Fourth Board of supervisors, The proposal on the company’s restricted stock incentive plan in 2021 (Draft) and its summary, the proposal on the company’s measures for the implementation and assessment of the restricted stock incentive plan in 2021 and the proposal on the list of some incentive objects granted by the company’s restricted stock incentive plan for the first time in 2021 were reviewed and approved, The board of supervisors of the company verified the relevant matters of the incentive plan and issued opinions.
2. From January 6, 2021 to January 15, 2021, the company publicized the names and positions of the incentive objects to be granted for the first time in the incentive plan through the internal publicity system. During the publicity period, the board of supervisors of the company did not receive any objection related to the proposed incentive objects of the incentive plan. On January 16, 2021, the board of supervisors of the company disclosed the review opinions and publicity statement of the board of supervisors on the list of some incentive objects first granted by the company’s restricted stock incentive plan in 2021.
3. On January 21, 2021, the company held the first extraordinary general meeting of shareholders in 2021, The proposal on the company’s 2021 restricted stock incentive plan (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company’s 2021 restricted stock incentive plan, and the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive were reviewed and approved. The company’s implementation of the incentive plan is approved, and the board of directors is authorized to determine the grant date of restricted shares, grant restricted shares to incentive objects when incentive objects meet the conditions, and handle all matters necessary for the grant of restricted shares. On January 22, 2021, the board of directors of the company disclosed the announcement on the resolution of the first extraordinary general meeting of shareholders in 2021 and the self inspection report on the trading of the company’s shares by insiders and incentive objects of the company’s restricted stock incentive plan in 2021.
4. On January 21, 2021, the company held the 6th meeting of the 4th board of directors and the 6th meeting of the 4th board of supervisors, deliberated and adopted the proposal on adjusting the list and number of incentive objects granted for the first time in the 2021 restricted stock incentive plan and the proposal on granting restricted shares to incentive objects of the 2021 restricted stock incentive plan for the first time. The independent directors of the company expressed independent opinions on the above proposal and believed that the conditions for the first grant had been achieved, the subject qualification of the incentive object was legal and effective, and the determined grant date met the relevant provisions. The board of supervisors verified the list of some incentive objects granted for the first time and issued verification opinions. On February 3, 2021, the company completed the grant registration of restricted shares whose shares come from fixed increase, and disclosed the announcement on the completion of the first grant registration of the 2021 restricted stock incentive plan (fixed increase part); On February 5, 2021, the company completed the grant registration of restricted shares whose shares came from repurchase, and disclosed the announcement on the completion of the first grant registration of the 2021 restricted stock incentive plan (repurchase part).
5. On April 22, 2021, the company held the 9th meeting of the 4th board of directors and the 9th meeting of the 4th board of supervisors, deliberated and adopted the proposal on the repurchase and cancellation of restricted shares that have been granted to some incentive objects of the restricted stock incentive plan in 2021 but have not been lifted. The independent directors of the company expressed independent opinions on relevant matters. It also disclosed the announcement on repurchase and cancellation of restricted shares, capital reduction and notification to creditors on May 13, 2021.
6. On May 12, 2021, the company held the third extraordinary general meeting of shareholders in 2021, deliberated and approved the proposal on repurchase and cancellation of restricted shares that have been granted to some incentive objects of the restricted stock incentive plan in 2021 but have not been lifted, and disclosed the announcement on repurchase and cancellation of restricted shares, capital reduction and notifying creditors on May 13, 2021.
7. On October 25, 2021, the company held the 14th meeting of the 4th board of directors and the 14th meeting of the 4th board of supervisors, deliberated and adopted the proposal on the repurchase and cancellation of restricted shares that have been granted to some incentive objects of the restricted stock incentive plan in 2021 but have not been lifted. The independent directors of the company expressed independent opinions on relevant matters.
8. On November 18, 2021, the company held the fourth extraordinary general meeting of shareholders in 2021, deliberated and approved the proposal on repurchase and cancellation of restricted shares that have been granted to some incentive objects of the restricted stock incentive plan in 2021 but have not been lifted, and disclosed the announcement on repurchase and cancellation of restricted shares, capital reduction and notifying creditors on November 19, 2021.
9. On January 13, 2022, the company held the 17th meeting of the 4th board of directors and the 17th meeting of the 4th board of supervisors, deliberated and adopted the proposal on adjusting the number of reserved restricted shares in the 2021 restricted stock incentive plan and the proposal on granting reserved restricted shares to the incentive objects of the 2021 restricted stock incentive plan. The independent directors of the company expressed independent opinions on the above proposal and believed that the reserved grant conditions have been achieved, the subject qualification of the incentive object is legal and effective, and the determined grant date meets the relevant regulations. The board of supervisors verified the list of some incentive objects reserved for grant and issued verification opinions.
In conclusion, the independent financial adviser believes that as of the date of issuance of the independent financial adviser’s report, Xiamen Intretech Inc(002925) the restricted shares reserved and granted by the board of directors have obtained the necessary approval and authorization, which is in line with the relevant provisions of the management measures and the company’s incentive plan (draft).
5、 Opinions of the independent financial adviser (I) verification of the adjustment of the number of reserved restricted shares
The company disclosed the announcement on the implementation of annual equity distribution in 2020 on April 15, 2021. Based on 459733788 shares, the company distributed cash dividends of RMB 10.00 (including tax) to all shareholders for every 10 shares, and increased 7 shares for every 10 shares to all shareholders with capital reserve. This equity distribution was completed on April 21, 2021.
The company’s first extraordinary general meeting in 2021 authorized the board of directors to make corresponding adjustments to the number of restricted shares in accordance with the methods specified in the 2021 restricted stock incentive plan (Draft) (hereinafter referred to as the “incentive plan (Draft)”) when the company’s capital reserve is converted into share capital, distribution of stock dividends, stock subdivision or reduction, allotment and other matters occur. The board of directors adjusted the number of reserved restricted shares as follows: according to the provisions of the incentive plan (Draft), if the company has matters such as conversion of capital reserve into share capital, distribution of stock dividends, share splitting, share allotment, share reduction, etc. from the date of announcement of the incentive plan to the date when the incentive object completes the registration of restricted shares, The number of restricted shares shall be adjusted accordingly. The adjustment method is as follows:
Q＝Q0 × （1＋n）
Where: Q0 is restricted stock before adjustment
