Securities abbreviation: Guangzhou Shiyuan Electronic Technology Company Limited(002841) securities code: 002841 Shanghai Rongzheng Investment Consulting Co., Ltd
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Guangzhou Shiyuan Electronic Technology Company Limited(002841)
2021 stock option incentive plan
Reserved grant items
of
Independent financial advisor Report
January 2022
catalogue
1、 Interpretation 3 II. Statement 4 III. basic assumptions 5 IV. approval procedures of this stock option incentive plan 6 v. description of reserved grant conditions of this stock option 8 VI. reserved grant of this stock option incentive plan 9 VII. Description of the impact of the implementation of this incentive plan on the financial status and operating results of relevant years 13 VIII. Concluding observations 14 IX. documents for future reference and consultation methods 15 I. interpretation 1 Listed company, company, Guangzhou Shiyuan Electronic Technology Company Limited(002841) : refers to Guangzhou Shiyuan Electronic Technology Company Limited(002841) 2 Equity incentive plan, this incentive plan and this plan refer to the 2021 stock option incentive plan (Draft) of Guangzhou Shiyuan Electronic Technology Co., Ltd.
3. Stock options and options: the company grants the incentive object the right to purchase a certain number of shares of the company at a predetermined price and conditions within a certain period of time in the future. 4. Total share capital: refers to the total issued share capital of the company at the time of announcement of the draft incentive plan. 5. Incentive object: refers to the directors, senior managers, core managers, core technical (business) personnel of the company (including subsidiaries within the scope of consolidated statements) who have obtained stock options, as well as other employees who need incentive as determined by the board of directors of the company. 6. Grant date: refers to the date on which the company grants stock options to incentive objects. The grant date must be the trading day. 7. Waiting period: refers to the period between the grant date of stock option and the vesting date of stock option. 8. Exercise: refers to the behavior of the incentive object to exercise the stock options it owns according to the stock option incentive plan. In this incentive plan, exercise is the behavior of the incentive object to purchase the subject stock according to the price and conditions set in the incentive plan. 9. Vesting date: the date on which the incentive object can start exercising the right. The vesting date must be the trading day. 10. Exercise price: refers to the price at which the incentive object purchases the company’s shares determined according to the incentive plan. 11. Exercise conditions: refer to the conditions that must be met for the incentive object to exercise stock options according to the incentive plan. 12. Company Law: refers to the company law of the people’s Republic of China. 13. Securities Law: refers to the securities law of the people’s Republic of China. 14. Administrative measures: refers to the administrative measures for equity incentive of listed companies. 15. Articles of association: refers to the Guangzhou Shiyuan Electronic Technology Company Limited(002841) articles of association. 16. CSRC: refers to the China Securities Regulatory Commission. 17. Stock Exchange: refers to Shenzhen Stock Exchange. 18. RMB: refers to RMB.
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 Guangzhou Shiyuan Electronic Technology Company Limited(002841) . All parties involved in the plan have guaranteed to the independent financial adviser that all the documents and materials provided for the issuance of 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 stock option incentive plan is fair and reasonable to Guangzhou Shiyuan Electronic Technology Company Limited(002841) shareholders, the impact on shareholders’ rights and interests and the sustainable operation of the listed company, does not constitute any investment suggestions for Guangzhou Shiyuan Electronic Technology Company Limited(002841) , 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 stock option 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 adviser conducted in-depth investigation on the matters involved in the stock option incentive plan and carefully reviewed the relevant materials. The scope of investigation includes the articles of association of listed companies, salary management measures, resolutions of 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 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 listed companies.
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 stock option incentive plan are true and reliable; (IV) there are no other obstacles to the stock option incentive plan, and all agreements involved can be effectively approved and finally completed on schedule;
(V) all parties involved in the stock option incentive plan can fully perform all obligations in good faith and in accordance with the incentive plan and relevant agreements;
(VI) there is no significant adverse impact caused by other unpredictable and force majeure factors.
4、 Approval procedures for this stock option incentive plan
Guangzhou Shiyuan Electronic Technology Company Limited(002841) the stock option incentive plan has fulfilled the necessary approval procedures:
1. On May 6, 2021, the company held the fourth meeting of the Fourth Board of directors, The meeting deliberated and adopted the proposal on reviewing the company’s stock option incentive plan (Draft) in 2021 and its summary, the proposal on reviewing the company’s measures for the implementation and assessment of the stock option incentive plan in 2021, and the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the stock option incentive plan in 2021. The independent directors of the company expressed independent opinions on this.
On the same day, the company held the fourth meeting of the Fourth Board of supervisors, The meeting deliberated and adopted the proposal on reviewing the company’s stock option incentive plan (Draft) in 2021 and its summary, the proposal on reviewing the company’s measures for the implementation and assessment of the stock option incentive plan in 2021, and the proposal on verifying the list of incentive objects granted for the first time in the stock option incentive plan in 2021.
2. From May 8, 2021 to May 17, 2021, the company publicized the names and positions of the incentive objects involved in the incentive plan through OA system. During the publicity period, the board of supervisors of the company did not receive any objection from any individual or organization to the incentive objects of the company’s incentive plan. On May 26, 2021, the company disclosed the statement of the board of supervisors on the publicity and verification opinions of the list of incentive objects first granted by the company’s stock option incentive plan in 2021.
3. On June 4, 2021, the company held the second extraordinary general meeting of shareholders in 2021, The meeting deliberated and adopted the proposal on reviewing the company’s stock option incentive plan (Draft) in 2021 and its summary, the proposal on reviewing the company’s measures for the implementation and assessment of the stock option incentive plan in 2021, and the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the stock option incentive plan in 2021. The company’s implementation of the incentive plan has been approved by the general meeting of shareholders. With the authorization of the general meeting of shareholders, the board of directors will determine the grant date of stock options, grant stock options to incentive objects when they meet the conditions, and handle all matters necessary for the grant of stock options.
On the same day, the company disclosed the self inspection report on the trading of the company’s shares by insiders and incentive objects of the stock option incentive plan in 2021.
4. On June 4, 2021, the company held the sixth meeting of the Fourth Board of directors and the sixth meeting of the Fourth Board of supervisors respectively, and deliberated and adopted the proposal on adjusting matters related to the company’s 2021 stock option incentive plan and the proposal on granting stock options to the first incentive objects of the 2021 stock option incentive plan. The independent directors of the company expressed their independent opinions. The board of supervisors verified this and issued verification opinions.
5. On January 14, 2022, the 11th meeting of the 4th board of directors and the 10th meeting of the 4th board of supervisors deliberated and adopted the proposal on granting reserved stock options to incentive objects in 2021 stock option incentive plan. The independent directors of the company expressed their independent opinions. The board of supervisors verified this and issued verification opinions.
5、 Description of reserved grant conditions of this stock option
According to the relevant provisions of the 2021 stock option incentive plan (Draft) deliberated and adopted by the company’s second extraordinary general meeting in 2021, the incentive object can be granted stock options only when the following conditions are met at the same time:
1. The company is not under any of the following circumstances:
(1) An audit report with a negative opinion or unable to express an opinion on the financial and accounting report of the most recent fiscal year issued by a certified public accountant;
(2) The internal control of the financial report of the most recent fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant;
(3) Within the last 36 months after listing, the company has failed to distribute profits in accordance with laws and regulations, the articles of association and public commitments;
(4) Circumstances where equity incentive is prohibited by laws and regulations;
(5) Other circumstances recognized by the CSRC that the equity incentive plan shall not be implemented.
2. The incentive object does not have any of the following situations:
(1) In the last 12 months or within the year, he has been identified as an inappropriate candidate by the stock exchange;
(2) It has been identified as an inappropriate candidate by the CSRC and its dispatched offices within the last 12 months;
(3) Being administratively punished or taking market entry measures by the CSRC and its dispatched offices for major violations of laws and regulations within the last 12 months;
(4) Those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law; (5) Those who are not allowed to participate in equity incentive of listed companies according to laws and regulations;
(6) Other circumstances recognized by the CSRC.
After verification, the financial consultant believes that as of the date of issuance of this report, Guangzhou Shiyuan Electronic Technology Company Limited(002841) and the incentive object have not met the above conditions. The company’s granting of reserved stock options to the incentive object meets the reserved granting conditions specified in the management measures and the company’s 2021 stock option incentive plan.
6、 Reserved grant of this stock option incentive plan
(I) grant date
According to the 11th meeting of Guangzhou Shiyuan Electronic Technology Company Limited(002841) the Fourth Board of directors, the reserved grant date of this stock option is January 14, 2022.
(II) source and grant quantity of stock options
1. Sources of stock options
The company issues A-Shares of common stock to the incentive objects.
2. Number of stock options granted
The number of stock options granted was 885000.
(III) distribution of stock options granted to incentive objects
According to the 2021 stock option incentive plan, the awarding conditions of the reserved incentive objects are as follows:
Proportion of stock period granted to the total number of stock options reserved for grant to the total number of incentive objects (10000) of the company’s current share capital
Proportion of number
Core management personnel and core technology (industry)
144 backbone personnel in total 88.50% 100% 0.133%
Note: 1. The shares of the company granted by any of the above incentive objects through all effective equity incentive plans do not exceed 1% of the total share capital of the company. The total number of subject shares involved in all effective incentive plans of the company shall not exceed 10% of the total share capital of the company.
2. The above incentive objects do not include independent directors, supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the company’s shares and their spouses, parents and children. (IV) exercise price of stock options
The exercise price of stock options reserved and granted in the incentive plan is 57.70 yuan per share, which is not less than the par value of the stock and not less than 75% of the higher of the following prices:
(1) The average trading price of the company’s shares one trading day before the announcement of the decision of the board of directors to grant reserved stock options is 75.56 yuan / share;
(2) The average trading price of the company’s shares 60 trading days before the announcement of the decision of the board of directors to grant reserved stock options is 76.93 yuan / share.
That is, when the exercise conditions are met, each stock option granted to the incentive object has the right to purchase one share of the company’s shares at 57.70 yuan per share during the exercise period.
(V) validity period, waiting period and exercise arrangement of incentive plan:
1. The validity period of the incentive plan is from the date of the first grant of stock options to the date when all the stock options granted to the incentive object are exercised or cancelled, and the longest period shall not exceed 60 months.
2. The waiting period of stock options granted under the incentive plan is the period from the date of grant of stock options to the date of exercise of stock options. The stock options reserved and granted in the incentive plan are exercised twice, and the corresponding waiting periods are 12 months and 24 months respectively.
3. The exercise period reserved for granting stock options in the incentive plan and the exercise schedule of each period are shown in the table below
