Securities abbreviation: Gettopacoustic Co.Ltd(002655) securities code: Gettopacoustic Co.Ltd(002655) Shanghai Rongzheng Investment Consulting Co., Ltd
about
2022 stock option and restricted stock incentive plan (Draft)
of
Independent financial consultant
May 2022
catalogue
1、 Interpretation 3 II. Statement 5 III. basic assumptions 6 IV. main contents of this stock option and restricted stock incentive plan seven
(I) scope and distribution of incentive objects seven
(II) number of stock options and restricted shares granted eight
(III) stock source 10 (IV) validity period, grant date and relevant time arrangement after grant of stock options and restricted shares ten
(V) grant / exercise price of stock options and restricted shares fourteen
(VI) assessment of incentive plan fifteen
(VII) other contents of the incentive plan 20 v. opinions of independent financial advisor 21 (I) verification of whether stock options and restricted stock incentive plans comply with policies and regulations
See twenty-one
(II) verification opinions on the feasibility of the company’s equity incentive plan twenty-two
(III) verification opinions on the scope and qualification of incentive objects twenty-two
(IV) verification opinions on the amount of equity granted under the equity incentive plan (V) verification opinions on whether the listed company provides any form of financial assistance to the incentive object twenty-three
(VI) verification opinions on the pricing method of equity incentive grant price 24 (VII) verification of whether the equity incentive plan is harmful to the interests of the listed company and all shareholders
opinion…… twenty-five
(VIII) financial opinions on the implementation of equity incentive plan of the company 26 (IX) impact of the company’s implementation of equity incentive plan on the sustainable operation ability and shareholders’ equity of listed companies
opinion…… twenty-seven
(x) opinions on the rationality of the performance appraisal system and methods of listed companies twenty-eight
（11） Others twenty-eight
（12） Other matters that should be explained 29 VI. documents for future reference and consultation methods thirty
(I) documents for future reference thirty
(II) consultation method 30 I. interpretation
In this independent financial adviser’s report, unless the context specifies, the following abbreviations have the following meanings:
Listed company, company, Gettopacoustic Co.Ltd(002655) refers to Gettopacoustic Co.Ltd(002655)
Independent financial consultant refers to Shanghai Rongzheng Investment Consulting Co., Ltd
Report of Shanghai Rongzheng Investment Consulting Co., Ltd. on independent financial consultant of Gettopacoustic Co.Ltd(002655) Co., Ltd. refers to the independent financial consultant report of the company’s 2022 stock option and restricted stock incentive plan (Draft)
This incentive plan refers to the stock option and restricted stock incentive plan of Gettopacoustic Co.Ltd(002655) 2022
Restricted stock refers to the shares of the company whose transfer and other rights are restricted according to the conditions specified in the incentive plan
Stock options and options refer to the right granted by the company to the incentive object to purchase a certain number of shares of the company at a predetermined price and conditions in a certain period of time in the future
Directors, senior managers, middle managers and core technical (business) personnel of companies (including subsidiaries) who have the right to be granted or purchase stock options of the company in accordance with the provisions of the incentive 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 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
If the conditions for the incentive object to exercise rights and interests set in the incentive plan have not been met, the restricted sale period refers to the period during which the restricted shares cannot be transferred, used for guarantee or debt repayment, which shall be calculated from the date when the incentive object is granted restricted shares and completes the registration
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 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
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
According to the stock option incentive plan, the incentive object exercises the stock exercise right. In this plan, the exercise of right is the incentive object’s behavior of purchasing the subject stock according to the conditions set in the incentive plan
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 the stock option according to the stock option incentive plan
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 articles of association refers to the Gettopacoustic Co.Ltd(002655) articles of association
The self regulatory guide refers to the self regulatory guide for listed companies of Shenzhen Stock Exchange No. 1 – business handling
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shenzhen Stock Exchange
Yuan means RMB yuan
2、 Statement
(I) the documents and materials on which the independent financial adviser’s report is based are provided by Gettopacoustic Co.Ltd(002655) and all parties involved in the incentive plan have assured 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 equity incentive plan is fair and reasonable to Gettopacoustic Co.Ltd(002655) 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 Gettopacoustic Co.Ltd(002655) 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 equity 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 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 previous board of directors and general meeting of shareholders, financial reports of the company in the last three years and the latest period The company’s production and operation plan, and has effectively communicated with the 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 and the administrative measures, 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、 Main contents of this stock option and restricted stock incentive plan
Gettopacoustic Co.Ltd(002655) 2022 stock option and restricted stock incentive plan is established by the board of directors of listed companies
The remuneration and assessment committee is responsible for formulating the equity incentive plan for the incentive objects of the company according to the current policy environment of China and the actual situation of Gettopacoustic Co.Ltd(002655) . The independent financial adviser will give professional opinions on the company’s equity incentive plan.
(I) scope and distribution of incentive objects
The total number of incentive objects granted for the first time in this incentive plan is 107, including the following persons of the company (including subsidiaries):
Clerk:
1. Directors and senior managers;
2. Middle managers;
3. Core technical (business) personnel.
The above incentive objects do not include the company’s independent directors, supervisors and those who individually or jointly hold more than 5% of the company’s shares
Shareholders or actual controllers of shares and their spouses, parents and children. Among the incentive objects, directors must be elected by the general meeting of shareholders, and senior managers must be appointed by the board of directors. All incentive objects must have employment, employment or service relationship with the company within the validity of this incentive plan, and sign labor contract or employment contract with the company.
The incentive object of the reserved grant part shall be determined within 12 months after the plan is considered and approved by the general meeting of shareholders,
After the proposal of the board of directors, the explicit opinions of the independent directors and the board of supervisors, the professional opinions of lawyers and the legal opinions are issued, the company shall timely and accurately disclose the relevant information of the current incentive object on the designated website as required. If the incentive object is not specified for more than 12 months, the reserved rights and interests shall become invalid. The criteria for determining the reserved incentive object shall be determined with reference to the criteria for the first award.
The stock options granted by the incentive plan are distributed among the incentive objects according to the following proportion:
Name: the proportion of the number of (10000 shares, period) rights granted by the position in the total number of stock options granted by the incentive plan in the total share capital on the announcement date of the incentive plan
Management / business backbone (81) 462 940937% 1.2833%
Reserve 29 5.9063% 0.0806%
Total 491100% 1.3639%
Note: 1. Any of the above-mentioned incentive objects is awarded through the equity incentive plan within the whole validity period
