Shanghai Rongzheng Investment Consulting Co., Ltd
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Shanxi Taigang Stainless Steel Co.Ltd(000825) 2021 grant of A-share restricted stock incentive plan
Financial advisory report
May 2022
catalogue
1、 Declare that 3 II. Basic assumptions 4 III. authorization and approval of incentive plan 5 IV. specific conditions of the grant 6 v. description of meeting the grant conditions 6. Opinions of the financial advisor 10 I. declaration
The financial advisor hereby makes the following statement on this report:
(I) the documents and materials on which the financial consultant’s report is based are provided by Shanxi Taigang Stainless Steel Co.Ltd(000825) and all parties involved in the plan have guaranteed to the financial consultant that all documents and materials provided for the issuance of the financial consultant’s report 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 financial advisor does not assume any risk liability arising therefrom.
(II) the financial consultant only gives opinions on whether the plan is fair and reasonable to Shanxi Taigang Stainless Steel Co.Ltd(000825) 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 Shanxi Taigang Stainless Steel Co.Ltd(000825) and the financial consultant is not responsible for the possible risks arising from any investment decisions made by investors based on this report.
(III) the financial advisor has not entrusted or authorized any other institution or individual to provide information not listed in the financial advisor’s report and make any explanation or explanation to the report.
(IV) the financial consultant requests Shanxi Taigang Stainless Steel Co.Ltd(000825) all shareholders to carefully read the relevant information about the plan publicly disclosed by the listed company.
(V) based on the principle of being diligent, prudent and responsible to Shanxi Taigang Stainless Steel Co.Ltd(000825) all shareholders, the financial consultant conducted in-depth investigation on the matters involved in the plan and carefully reviewed the relevant materials. The scope of the investigation included the articles of association, salary management methods, relevant resolutions of the board of directors, general meeting of shareholders, financial reports of relevant companies, etc., and effectively communicated with relevant personnel of listed companies, On this basis, we have issued this financial advisory report and are 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, as well as the relevant documents of the guidelines for the implementation of equity incentive by listed companies controlled by central enterprises, and the relevant materials provided by Shanxi Taigang Stainless Steel Co.Ltd(000825) .
2、 Basic assumptions
The financial advisory report issued by the financial adviser 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 financial advisor is based is authentic, accurate, complete and timely; (III) Shanxi Taigang Stainless Steel Co.Ltd(000825) the relevant documents issued for the plan are true and reliable;
(IV) there are no other obstacles to the plan, and all agreements involved can be effectively approved and finally completed on schedule;
(V) all parties involved in this 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.
3、 Authorization and approval of incentive plan
1. On December 30, 2021, the 20th meeting of the 8th board of directors and the 8th meeting of the 8th board of supervisors respectively deliberated and adopted the proposal on the company’s restricted stock incentive plan (Draft) and its summary in 2021 and other relevant proposals.
2. On May 3, 2022, the company received the reply on Shanxi Taigang Stainless Steel Co.Ltd(000825) implementation of restricted stock incentive plan (gzkp [2022] No. 166) from the indirect controlling shareholder China Baowu iron and Steel Group Co., Ltd. from the state owned assets supervision and Administration Commission of the State Council. The state owned assets supervision and Administration Commission of the State Council agreed in principle to the company’s implementation of restricted stock incentive plan.
3. On May 6, 2022, the 24th Meeting of the 8th board of directors and the 11th meeting of the 8th board of supervisors respectively deliberated and adopted the proposal on the company’s incentive plan for A-share restricted stock in 2021 (Revised Draft) and its summary and other relevant proposals.
4. On May 13, 2022, the board of supervisors of the company issued the verification opinions on the list of incentive objects of the 2021 A-share restricted stock plan and the explanation of publicity.
5. On May 19, 2022, the company held the 2021 annual general meeting of shareholders, deliberated and approved the 2021 A-share restricted stock incentive plan (Revised Draft) and other relevant proposals.
6. On May 19, 2022, the company held the 25th meeting of the 8th board of directors and the 12th meeting of the 8th board of supervisors, which respectively deliberated and adopted the proposal on granting restricted shares to incentive objects. Independent directors have expressed their independent opinions on relevant matters.
4、 Details of grant
1. First grant date: May 19, 2022
2. Number of First grants: 36.65 million shares
3. Number of first grantor: 281
4. Grant price: 3.69 yuan / share
5. Stock source: the company issues A-share common stock to the incentive object.
6. Effective period of sales restriction and incentive arrangement
(1) The validity period of the incentive plan shall be no more than 72 months from the date of grant of restricted shares to the date when all restricted shares are lifted or repurchased and cancelled.
(2) Restricted shares are restricted to sale within 24 months from the date of completion of registration. During the restricted sale period, restricted shares shall be restricted and shall not be transferred, used as guarantee or repay debts.
(3) After 24 months from the date of grant, the restricted shares shall be lifted in three phases. The proportion of lifting the restrictions in each phase shall be 33%, 33% and 34% respectively. The actual number of restricted shares that can be lifted shall be linked to the performance evaluation results of the corresponding assessment year. The specific arrangements for lifting the restrictions are shown in the table below:
Quantity of sales restrictions that can be lifted
Arrangement of the time for lifting the restriction in the number of authorized benefits
proportion
The first trading day after 24 months from the date of completion of registration of grant
first
The last 33% within 36 months from the date of grant completion registration
Lifting the sales restriction period
End of trading day
The first trading day after 36 months from the date of completion of registration of grant
the second
The last 33% within 48 months from the date of grant completion registration
Lifting the sales restriction period
End of trading day
The first trading day after 48 months from the date of completion of registration of grant
Third
The last 34% within 60 months from the date of grant completion registration
Lifting the sales restriction period
End of trading day
7. List of incentive objects and Awards
There are 281 incentive objects involved in the granting of restricted shares, and the specific distribution is as follows:
Name: proportion of the number of job grants in the total amount of grants in the total share capital (10000 shares)
Chairman Wei Chengwen 28 0.70% 0.005%
Li Hua, vice chairman 28 0.70% 0.005%
Shang Jiajun, director and general manager 28 0.70% 0.005%
Li Jianmin, director and chief responsible engineer 22 0.55% 0.004%
Director Shi lairun and director of equipment, energy and environment 22 0.55% 0.004%
Zhang Zhijun, Secretary of the board of directors 20 0.50% 0.004%
Other core management, technical and skilled personnel (275 persons) 351787.73% 0.617%
Total number of First grants (281 persons) 366591.42% 0.643%
Reserve 344 8.58% 0.060%
Total 4009100.00% 0.704%
Note: if there is any difference in the mantissa between the sum of some total numbers and each detailed number in the table, it is caused by rounding.
5、 Description of eligibility for grant
According to the restricted stock incentive plan reviewed and approved by the company’s 2021 annual general meeting of shareholders, restricted shares can be granted to incentive objects only if the following circumstances do not occur.
1. Relevant information of the company
(1) Failing to employ an accounting firm to conduct audit in accordance with the prescribed procedures and requirements;
(2) The state-owned assets supervision and administration institution, the board of supervisors or the audit department raise major objections to the performance or annual financial report of the listed company;
(3) Major violations are punished by the securities regulatory authority and other relevant departments;
(4) The annual financial accounting report or internal control evaluation report is issued with negative opinions or unable to express opinions by certified public accountants;
(5) Failure to distribute profits in accordance with laws and regulations, articles of association and public commitments within the last 36 months after listing;
(6) Equity incentive is not allowed according to laws and regulations;
(7) Other circumstances recognized by the CSRC.
2. Relevant situations of incentive objects
(1) Economic responsibility audit and other results show that they fail to perform their duties effectively or seriously neglect or derelict their duties;
(2) Violating the relevant laws and regulations of the state and the articles of association of listed companies;
(3) During his term of office, he has committed illegal and disciplinary acts such as taking bribes, asking for bribes, embezzlement and theft, divulging the business and technical secrets of the listed company, carrying out related party transactions, damaging the interests and reputation of the listed company and having a significant negative impact on the image of the listed company, and has been punished;
(4) Failing to perform or correctly performing its duties, causing major asset losses and other serious adverse consequences to the listed company;
(5) Being identified as an inappropriate candidate by the stock exchange within the last 12 months;
(6) In the last 12 months, it has been identified as an inappropriate candidate by the CSRC and its dispatched offices;
(7) Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations in the last 12 months;
(8) Those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law;
(9) Those who are not allowed to participate in the equity incentive of listed companies according to laws and regulations;
(10) Other circumstances recognized by the CSRC.
After verification, the financial consultant believes that as of the grant date of the incentive plan, the company and the incentive objects to be granted have not been under the above relevant circumstances, and the company’s granting of restricted shares meets the grant conditions specified in the incentive plan. 6、 Financial advisor’s opinion
The financial advisor believes that the restricted stock incentive plan has been approved and authorized by the general meeting of shareholders, the grant date and the incentive objects granted comply with the relevant provisions of the incentive plan, and the grant is legal and effective.
(there is no text on this page, which is the signature and seal page of the financial advisory report of Shanghai Rongzheng Investment Consulting Co., Ltd. on the granting of Shanxi Taigang Stainless Steel Co.Ltd(000825) 2021 A-share restricted stock incentive plan) handled by:
Shanghai Rongzheng Investment Consulting Co., Ltd. May 19, 2022
