Zhejiang Qianjiang Motorcycle Co.Ltd(000913) board of supervisors
About the company issuing A-Shares to specific objects in 2022 and
Matters related to the company’s restricted stock incentive plan in 2022
Written review comments
In accordance with the provisions of the company law of the people’s Republic of China (hereinafter referred to as the company law), the securities law of the people’s Republic of China (hereinafter referred to as the Securities Law), the stock listing rules of Shenzhen Stock Exchange, the measures for the administration of securities issuance of listed companies, the detailed rules for the implementation of non-public offering of shares by listed companies, the measures for the administration of equity incentive of listed companies and other laws, regulations and normative documents, Zhejiang Qianjiang Motorcycle Co.Ltd(000913) after fully understanding and reviewing the relevant documents of the company’s 2022 A-share issuance to specific objects and the company’s 2022 restricted stock incentive plan, the board of supervisors issued the following written review opinions:
1、 Review opinions on the company’s compliance with the conditions for non-public offering of shares
The company complies with the provisions of relevant laws, regulations, rules and other normative documents such as the company law, the securities law, the Listing Rules of Shenzhen Stock Exchange, the measures for the administration of securities issuance of listed companies, the detailed rules for the implementation of non-public offering of shares by listed companies, and meets the conditions for non-public offering of shares.
2、 Review opinions on the company’s non-public offering plan and plan
The company’s non-public offering plan and plan comply with the provisions of relevant laws, regulations, rules and other normative documents, such as the company law, the securities law, the Listing Rules of Shenzhen Stock Exchange, the measures for the administration of securities issuance of listed companies, the detailed rules for the implementation of non-public offering of shares by listed companies and so on. The scheme is reasonable and feasible, which is conducive to enhancing the sustainable operation ability of the company and the long-term development of the company.
3、 Review opinions on the feasibility analysis report on the use of funds raised by the company’s non-public offering of shares
The feasibility analysis report on the use of the funds raised by the company’s non-public offering comprehensively considers the needs of the company’s development strategy and industry development trend, conforms to the relevant national industrial policies and the actual situation and development needs of the company. After the implementation of the project, it is conducive to improving the profitability of the company, further improving the comprehensive competitiveness of the company and enhancing the anti risk ability of the company.
4、 Review opinions on signing the non public development bank share subscription agreement with effective conditions with specific objects (related parties)
Geely maijie Investment Co., Ltd., which is controlled by the actual controller of the company, subscribes some shares of the company’s non-public offering based on its good expectation of the market prospect of the fund-raising investment project in the company’s non-public offering plan, reflects its confidence and support for the company, and is conducive to promoting the sustainable, stable and healthy development of the company. According to the provisions of relevant laws, regulations and normative documents such as the Listing Rules of Shenzhen Stock Exchange, Geely maijie Investment Co., Ltd. subscribing for the company’s non-public offering constitutes a connected transaction. The related party transaction is fair, just and open, and the pricing of the related party transaction is fair and reasonable. The non-public offering of shares involves related party transactions and has also performed the decision-making procedures of related party transactions.
5、 Review opinions on requesting the general meeting of shareholders to approve Geely maijie Investment Co., Ltd. and its persons acting in concert to be exempted from increasing the company’s shares by tender offer
After the completion of this non-public offering of shares, the proportion of shares directly held by Geely maijie and its persons acting in concert will exceed 30%, resulting in Geely maijie subscribing for the shares issued by the company this time, triggering the obligation of tender offer stipulated in the administrative measures for the acquisition of listed companies.
According to Article 63 of the measures for the administration of the acquisition of listed companies, with the approval of the non affiliated shareholders of the general meeting of shareholders of the listed company, the investor obtains the new shares issued to him by the listed company, resulting in his equity shares in the company exceeding 30% of the issued shares of the company. The investor promises not to transfer the new shares issued to him within three years, and the general meeting of shareholders of the company agrees that the investor is exempted from making an offer, Relevant investors may be exempted from making an offer. Geely maijie has promised that the shares subscribed by Geely maijie shall not be transferred within 36 months from the end of this non-public offering. After the approval of the non affiliated shareholders of the general meeting of shareholders of the company, Geely maijie’s acquisition of new shares issued by the listed company in this non-public offering complies with the exemption from making an offer stipulated in Article 63 of the measures for the administration of the acquisition of listed companies.
6、 Review opinions on the need to prepare the report on the use of the previously raised funds
In view of the fact that the company has received the funds raised in the previous time for more than five complete accounting years, the company does not need to prepare the report on the use of the funds raised in the previous time, and the accounting firm does not need to issue the assurance report on the use of the funds raised in the previous time.
7、 Audit opinions on diluting the immediate return of non-public offering of shares, taking filling measures and commitments of relevant subjects
The company analyzed the impact of the issuance of shares to specific objects on the dilution of immediate return, and put forward specific measures to fill the return. The relevant subjects made relevant commitments to the filling measures, which is conducive to protecting the legitimate rights and interests of investors, and there is no situation that damages the interests of the company or all shareholders.
8、 Review opinions on the company’s shareholder return plan for the next three years (20222024)
The dividend return plan for shareholders for the next three years formulated by the company has further improved and improved the profit distribution policy, established a scientific, sustainable and stable dividend mechanism, increased the transparency of profit distribution decision-making and safeguarded the interests of shareholders of the company.
9、 Review opinions on the company’s 2022 restricted stock incentive plan (Draft) and its summary
1. The formulation, review process and content of the company’s incentive plan comply with the provisions of the company law, the securities law, the administrative measures and other relevant laws, regulations and normative documents as well as the articles of Association; The granting and lifting of restrictions on the sale of restricted shares to each incentive object (including the granting amount, granting date, granting conditions, granting price, restricted sale period, lifting of restricted sale period, lifting of restricted sale conditions and other matters) did not violate the provisions of relevant laws, regulations and normative documents, and did not infringe the interests of the company and all shareholders.
2. The company does not have any circumstances that prohibit the implementation of the equity incentive plan as stipulated in the administrative measures and other laws and regulations, including: (1) the financial accounting report of the latest fiscal year was issued with a negative opinion or an audit report that could not express an opinion by the 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) Failure to distribute profits in accordance with laws and regulations, articles of association and public commitments within the last 36 months after listing; (4) Laws and regulations on equity incentive shall not be implemented; (5) Other circumstances recognized by the CSRC. The company is qualified to implement the incentive plan.
3. The company has no plans or arrangements to provide loans, loan guarantees or any other financial assistance to the incentive objects.
4. The company’s implementation of this incentive plan can improve the company’s incentive mechanism and the distribution mechanism combining incentive and restraint, so that employees and shareholders form a community of interests, which is conducive to improving employees’ enthusiasm and creativity, so as to improve the company’s production efficiency and level, and is conducive to the long-term sustainable development of the company. There is no situation that damages the interests of listed companies and all shareholders.
10、 Review opinions on the implementation and assessment management measures of the company’s restricted stock incentive plan in 2022
1. The company’s measures for the administration of the assessment of the implementation of the restricted stock incentive plan in 2022 (hereinafter referred to as the “measures for the administration of assessment”) aims to ensure the smooth implementation of the incentive plan, ensure the standardized operation of the incentive plan, and comply with the provisions of the company law, the securities law, the administrative measures and other relevant laws, regulations, normative documents and the articles of association.
2. The assessment management measures is in line with the actual situation of the company. The assessment indicators are scientific, reasonable, comprehensive and operable. At the same time, it has a binding effect on the incentive objects, can achieve the assessment purpose of the incentive plan, ensure the smooth implementation of the incentive plan, and will further improve the corporate governance structure and form a good value distribution system. It is conducive to the sustainable development of the company and will not damage the interests of the listed company and all shareholders.
11、 Audit opinions on verifying the list of incentive objects of the company’s restricted stock incentive plan in 2022 1. The incentive objects are the company’s directors, senior managers, middle managers, core technicians and backbones, all of whom are in-service employees of the company; There are no independent directors and supervisors among the incentive objects, nor do they include shareholders or actual controllers who individually or jointly hold more than 5% of the shares of the company and their spouses, parents and children.
2. The incentive objects determined in the incentive plan do not have the following circumstances:
(1) Being identified as an inappropriate candidate by the stock exchange within the last 12 months;
(2) In the last 12 months, it has been identified as an inappropriate candidate by the CSRC and its dispatched offices;
(3) 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;
(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 the equity incentive of listed companies according to laws and regulations;
(6) Other circumstances recognized by the CSRC.
3. All the incentive objects of this incentive plan have the qualifications specified in the company law, securities law and other laws, regulations and normative documents, meet the conditions of incentive objects specified in the management measures, and meet the scope of incentive objects specified in the company’s incentive plan (Draft). Their subject qualification as incentive objects of this incentive plan is legal and effective.
The company will publicize the names and positions of the incentive objects internally for a period of no less than 10 days. The list of shareholders and the incentive plan will be fully publicized 5 days before the review of the incentive plan by the board of supervisors.
Zhejiang Qianjiang Motorcycle Co.Ltd(000913) board of supervisors may 21, 2022
