Company abbreviation: Fujian Nebula Electronics.Ltd(300648) securities code: 300648 Shanghai Rongzheng Investment Consulting Co., Ltd
about
Fujian Nebula Electronics.Ltd(300648)
Restricted stock incentive plan for 2021
Matters related to the first grant
of
Independent financial advisor Report
January 2022
catalogue
1、 Interpretation 3 II. Statement 4 III. basic assumptions 5 IV. the approval procedures for this restricted stock incentive plan 6 v. award of the incentive plan Vi. description of the grant conditions of this incentive plan 11 VII. The first grant date of this restricted stock VIII. Description of the impact of the implementation of the incentive plan on the financial status and operating results of relevant years IX. verification opinions of the independent financial adviser 14 X. documents for future reference and consultation methods 15 (I) documents for future reference 15 (II) consultation method 15 I. interpretation 1 Fujian Nebula Electronics.Ltd(300648) , the company, the company and the listed company refer to Fujian Nebula Electronics.Ltd(300648) . 2. Equity incentive plan, restricted stock incentive plan and this incentive plan refer to the 2021 restricted stock incentive plan (Draft) of Fujian Xingyun Electronics Co., Ltd. 3. Restricted shares and class II restricted shares: the shares of the company obtained and registered by the incentive objects who meet the grant conditions of the incentive plan after meeting the corresponding attribution conditions. 4. Incentive objects: directors, senior managers, middle managers and core technical (business) backbone employees of the company (including holding subsidiaries) who obtain restricted shares in accordance with the provisions of the incentive plan. 5. Grant date: refers to the date on which the company grants restricted shares to the incentive object, and the grant date must be the trading day. 6. Grant price: refers to the price of each restricted stock granted by the company to the incentive object. 7. Validity period: the period from the date of the first grant of restricted shares to the date when all the restricted shares granted to the incentive object are vested or invalid. 8. Ownership: refers to the behavior of the listed company to register the shares in the incentive object's account after the restricted stock incentive object meets the benefit conditions. 9. Vesting conditions: the restricted stock incentive plan is established, and the incentive object is the benefit conditions required to obtain the incentive stock. 10. Vesting date: after the restricted stock incentive object meets the benefit conditions, the date of completing the registration of the granted shares must be the trading day. 11. 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 Listing Rules: refers to the Listing Rules of Shenzhen Stock Exchange gem (revised in December 2020) 15 Self regulatory guidelines: refers to the self regulatory guidelines for companies listed on the gem of Shenzhen Stock Exchange No. 1 - business handling 16 Articles of association: refers to the Fujian Nebula Electronics.Ltd(300648) articles of association CSRC: refers to the China Securities Regulatory Commission Stock Exchange: refers to Shenzhen Stock Exchange Yuan, 10000 yuan: refers to RMB yuan, 10000 yuan.
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 Fujian Nebula Electronics.Ltd(300648) . 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 legitimacy, 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 first grant of the restricted stock incentive plan is fair and reasonable to Fujian Nebula Electronics.Ltd(300648) shareholders and its impact on shareholders' rights and interests and the continuous operation of the listed company, which does not constitute any investment suggestions for Fujian Nebula Electronics.Ltd(300648) and the possible risks to any investment decisions made by 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 restricted stock 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 restricted stock 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, the guide to self regulatory supervision and the listing rules, 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 restricted stock incentive plan are true and reliable;
(IV) there are no other obstacles to this restricted stock incentive plan, and all agreements involved can be effectively approved and finally completed on schedule;
(V) all parties involved in this restricted stock 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、 The approval procedures for this restricted stock incentive plan have been fulfilled
1. On December 27, 2021, the company held the 16th meeting of the third board of directors, deliberated and adopted the proposal on the company's restricted stock incentive plan in 2021 (Draft) and its summary, and the proposal on the company's measures for the assessment and management of the implementation of the restricted stock incentive plan in 2021, The independent directors of the company expressed their independent opinions on the equity incentive plan.
2. On December 27, 2021, the company held the 10th meeting of the third board of supervisors, The proposal on the company's restricted stock incentive plan in 2021 (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company's restricted stock incentive plan in 2021 and the proposal on verifying the list of incentive objects granted by the company's restricted stock incentive plan for the first time in 2021 were reviewed and adopted. The board of supervisors of the company believes that this incentive plan is conducive to the sustainable development of the company, and there is no obvious damage to the interests of the company and all shareholders.
3. From December 29, 2021 to January 9, 2022, the company publicized the list and positions of some incentive objects granted by the restricted stock incentive plan in 2021 for the first time on the company's internal website. During the publicity period, no objection was received about the publicity list of the incentive plan, On January 11, 2022, it also disclosed the review opinions and publicity statement of the Fujian Nebula Electronics.Ltd(300648) board of supervisors on the list of some incentive objects first granted by the company's restricted stock incentive plan in 2021.
4. On January 14, 2022, the first extraordinary general meeting of the company in 2022 deliberated and adopted the proposal on the company's restricted stock incentive plan in 2021 (Draft) and its summary The proposal on the management measures for the implementation and assessment of the company's restricted stock incentive plan in 2021 and the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive, and disclosed the Fujian Nebula Electronics.Ltd(300648) self inspection report on the trading of company shares by insiders and incentive objects of the company's restricted stock incentive plan in 2021.
5. According to the authorization of the general meeting of shareholders to the board of directors in the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive deliberated and adopted at the first extraordinary general meeting of the company in 2022, on January 14, 2022, the company held the 17th meeting of the third board of directors and approved the proposal on granting restricted shares to incentive objects for the first time, The board of directors of the company believes that the first grant conditions specified in the incentive plan have been met. The board of directors of the company determines January 14, 2022 as the first grant date and grants 4047470 class II restricted shares to 350 incentive objects. The independent directors of the company expressed their independent opinions.
6. On January 14, 2022, the company held the 11th meeting of the third board of supervisors, which was deliberated and adopted
Proposal on granting restricted shares to incentive objects for the first time. The board of supervisors of the company made comments on this incentive plan
The award arrangement was reviewed and verification opinions were issued.
To sum up, we believe that as of the issuance date of this report, Fujian Nebula Electronics.Ltd(300648) restricted shares granted to incentive objects this time
The voting matters have obtained the necessary approval and authorization, and comply with the relevant provisions of the management measures and the incentive plan
Yes.
5、 Award of the incentive plan
(I) first grant date
According to the 17th meeting of Fujian Nebula Electronics.Ltd(300648) the third board of directors, the first grant date of this incentive plan is
January 14, 2022.
(II) source, quantity and distribution of underlying shares
1. Type of underlying stock: common stock A shares of the company.
2. Source of underlying stock: the company issues A-share common stock to the incentive object.
3. Incentive objects: some incentive objects granted by the incentive plan for the first time are the company (including holding subsidiaries)
Directors, senior managers, middle managers and key employees of core technology (business) (excluding independent directors)
Legislative director, supervisor and foreign personnel).
The distribution of restricted shares granted for the first time among incentive objects is shown in the table below:
Serial number name nationality position proportion of restricted shares granted to restricted shares granted to the total number of votes (10000 shares) at the time of announcement of the incentive plan proportion of the total share capital of the company
1、 Directors and senior management
1 Liu Zuobin, director and general manager of China 10.0000 2.32% 0.07%
2 Xu Longfei, Secretary of the board of directors of China, 5.0000 1.16% 0.03%
Vice General Manager
3 Tang Ciquan, deputy general manager of China 5.0000 1.16% 0.03%
2、 Other incentive objects
Middle managers and core technology (business) backbone 384.7470 89.08% 2.60%
Employees (347 persons)
Subtotal of restricted shares granted for the first time (350 persons) 404.7470 93.71% 2.74%
Reserved part 27.1600 6.29% 0.18%
Total 431.9070 100.00% 2.92%
Note: 1. The shares of the company granted by any of the above incentive objects through all the equity incentive plans within the validity period do not exceed 1% of the total share capital of the company. The total number of subject shares involved in all equity incentive plans of the company within the validity period shall not exceed 20% of the total share capital of the company when the incentive plan is submitted to the general meeting of shareholders for deliberation.
2. Among the above incentive objects, Mr. Liu Zuobin is a shareholder who independently holds more than 5% of the shares of the listed company, and is also one of the controlling shareholders and actual controllers of the company. Except Mr. Liu Zuobin, the incentive objects granted for the first time in the plan do not include independent directors, supervisors, foreigners, other shareholders who individually or jointly hold more than 5% of the shares of the listed company, actual controllers of the listed company and their spouses, parents and children.
3. The reserved incentive objects shall be determined within 12 months after the incentive plan is reviewed and approved by the general meeting of shareholders of the company. After the board of directors of the company, the independent directors and the board of supervisors express clear opinions, lawyers express professional opinions and issue legal opinions, the company shall timely disclose the relevant information of the incentive objects on the designated information disclosure website as required. If the incentive object is not specified for more than 12 months, the reserved rights and interests shall become invalid. The standard for determining the reserved incentive object shall refer to the standard granted for the first time and be determined according to the subsequent actual development of the company.
4. If the total number in the above table is inconsistent with the mantissa of the sum of the sub item values, it is caused by rounding.
(III) the initial grant price of restricted shares
