Company abbreviation: Hengbao Co.Ltd(002104) securities code: Hengbao Co.Ltd(002104) Shanghai Rongzheng Investment Consulting Co., Ltd
about
2021 stock option incentive plan
First grant of part of the first exercise period, achievement of exercise conditions and cancellation of part of stock options
of
Independent financial consultant
May 2022
catalogue
1、 Interpretation 2. Statement 3. Basic assumptions 4. Grant and approval of this incentive plan 5. Opinions of independent financial consultant 7 (I) description of the achievement of exercise conditions in the first exercise period of the first grant part 7 (II) exercisable incentive objects and number of rights and interests in the first exercise period of part of the first grant 9 (III) description of cancellation of some stock options 10 (IV) concluding observations 10 I. interpretation
Unless otherwise specified, the following words have the following meanings in this article:
Hengbao Co.Ltd(002104) , the company and the company refer to Hengbao Co.Ltd(002104)
This plan refers to Hengbao Co.Ltd(002104) 2021 stock option incentive plan
Stock option refers to the right granted by the company to the incentive object to purchase a certain number of shares of the company under predetermined conditions within a certain period of time in the future
Incentive objects refer to the key technical and sales personnel, directors, senior managers and middle-level managers of the company who have obtained stock options in accordance with the provisions of the plan
The authorization date refers to the date on which the company grants stock options to the incentive object. The authorization date must be the trading day
The term of validity refers to the period from the completion of the first authorization registration of stock options to the completion of the exercise or cancellation of all stock options
The waiting period refers to the period between the date of completion of stock option authorization registration and the date of stock option exercise
The incentive object exercises its own stock options according to the plan. Exercise refers to the exercise of rights in the plan, that is, the incentive object purchases the underlying shares 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 at which the incentive object purchases the company’s shares when the company grants stock options to the incentive object
Exercise conditions refer to the conditions that must be met for the incentive object to exercise stock options according to the 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 Hengbao Co.Ltd(002104) articles of association
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shenzhen Stock Exchange
Yuan means RMB 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 Hengbao Co.Ltd(002104) and all parties involved in the plan have assured the independent financial adviser that all 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 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 plan is fair and reasonable to the shareholders of the company, the impact on the shareholders’ rights and interests and the sustainable operation of the listed company, does not constitute any investment suggestions to the company, and does not bear any responsibility for the possible risks arising from any investment decisions made by investors according to the 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 consultant conducted in-depth investigation on the matters involved in the 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 for the last three years and the latest period, production and operation plans of the company, etc, We have effectively communicated with relevant personnel of the listed company, issued this independent financial advisory report on this basis, and are 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 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 the plan can fully perform all obligations in good faith and in accordance with the terms of the 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
Relevant approval procedures of the plan have been performed
(I) on February 4, 2021, the company held the 10th extraordinary meeting of the seventh board of directors, which deliberated and approved the proposal on the company’s stock option incentive plan in 2021 (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company’s stock option 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 the stock option incentive plan in 2021. The independent directors expressed their independent opinions on the company’s 2021 stock option incentive plan.
(II) on February 4, 2021, the company held the seventh interim meeting of the seventh board of supervisors, deliberated and approved the proposal on the company’s stock option incentive plan (Draft) in 2021 and its summary, the proposal on 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 some incentive objects authorized for the first time by the company’s stock option incentive plan in 2021.
(III) from February 7, 2021 to February 17, 2021, the company publicized the names and positions of the list of incentive objects in the incentive plan within the company. During the publicity period, the board of supervisors of the company did not receive any objection related to the proposed incentive objects in the incentive plan. On February 19, 2021, the company disclosed the review opinions and publicity statement of the board of supervisors on the list of some incentive objects first authorized by the 2021 stock option incentive plan.
(IV) on February 24, 2021, the company held the first extraordinary general meeting of shareholders in 2021, deliberated and approved the proposal on the company’s stock option incentive plan in 2021 (Draft) and its summary, the proposal on the management measures for the implementation and assessment of the company’s stock option 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 the stock option incentive plan in 2021, It also disclosed the self inspection report on the trading of company shares by insiders and incentive objects of the stock option incentive plan in 2021.
(V) on February 26, 2021, the company held the 11th interim meeting of the 7th board of directors and the 8th interim meeting of the 7th board of supervisors, deliberated and adopted the proposal on granting stock options to incentive objects for the first time. The independent directors of the company expressed independent opinions on the above matters, and the board of supervisors of the company verified the list of incentive objects and issued verification opinions.
(VI) on April 15, 2021, the company completed the registration of some stock options granted for the first time. The number of stock options granted for the first time in the company’s stock option incentive plan was 14.03 million, with 138 incentive objects.
(VII) on December 24, 2021, the company held the 15th interim meeting of the 7th board of directors and the 12th interim meeting of the 7th board of supervisors, deliberated and adopted the proposal on adjusting the exercise price of some stock options granted for the first time in the company’s 2021 stock option incentive plan and the proposal on granting reserved stock options to incentive objects. The exercise price of stock options has been adjusted to 4.215 yuan / share due to the equity distribution in the half year of 2021. The independent directors of the company expressed independent opinions on the above matters, and the board of supervisors of the company verified the list of incentive objects and issued verification opinions.
(VIII) on January 26, 2022, the company completed the registration of some stock options reserved for grant. 500000 shares are reserved for grant in this stock option incentive plan, and the incentive objects are 9 people.
(IX) on May 19, 2022, the company held the 17th interim meeting of the 7th board of directors and the 13th interim meeting of the 7th board of supervisors, which deliberated and approved the proposal on canceling some stock options in the 2021 stock option incentive plan and the proposal on the achievement of exercise conditions in the first exercise period of the first part of the 2021 stock option incentive plan. The independent directors of the company expressed independent opinions on relevant matters.
After verification, the financial consultant believes that as of the date of issuance of this report, Hengbao Co.Ltd(002104) 2021 stock option incentive plan has obtained necessary approval and authorization for the achievement of exercise conditions and cancellation of some stock options in the first exercise period of the first grant, which is in line with the relevant provisions of the management measures and the company’s incentive plan. 5、 Opinion of independent financial advisor
(I) description of the achievement of exercise conditions in the first exercise period of the first grant part
1. Description of the achievement of the first exercise condition of the first grant part
(1) The first waiting period for the first grant of some stock options has expired
According to the provisions of the company’s incentive plan, the stock options granted in the incentive plan for the first time are exercised in three times, and the corresponding waiting periods are 12 months, 24 months and 36 months respectively from the date of completion of the registration of the corresponding stock options. The first exercise period of some stock options granted for the first time is from the first trading day 12 months after the completion of the registration of the corresponding part of stock options to the last trading day within 24 months after the completion of the registration of the corresponding part of stock options, and the exercise proportion is 30% of the total amount of stock options granted.
The registration date for the first grant of some stock options in the incentive plan is April 15, 2021. The first waiting period for the first grant of some stock options in the incentive plan of the company has expired on April 14, 2022.
(2) Description of the achievement of exercise conditions in the first exercise period of partial stock options granted for the first time
During the exercise period, the stock options granted to the incentive object can be exercised only when the following conditions are met at the same time:
No. achievement of exercise conditions
The company is not under any of the following circumstances:
(1) The financial accounting report of the latest fiscal year was given a negative opinion by the certified public accountant
Or audit reports that cannot express opinions;
(2) The company’s internal audit opinion cannot be denied or the company’s internal audit opinion cannot be issued in the most recent accounting year; Form, meeting the exercise clause (3) there have been non-compliance with laws and regulations, articles of association and public documents in the last 36 months after listing.
Commitment to profit distribution;
(4) Equity incentive is not allowed according to laws and regulations;
(5) Other circumstances recognized by the CSRC.
The incentive object does not have any of the following situations:
