Shenzhen value online consulting Co., Ltd
about
Kingsignal Technology Co.Ltd(300252)
2022 restricted stock incentive plan (Draft)
Independent financial advisor Report
May, 2002
catalogue
Chapter I interpretation 1 Chapter II statement 3 chapter 3 basic assumptions 4 chapter IV main contents of this incentive plan 5 I. incentive tools and stock sources 5 II. Number of restricted shares to be granted 5 III. scope and distribution of incentive objects 6 IV. validity period, grant date, ownership arrangement and lock up period of the incentive plan 8 v. award price and determination method of the incentive plan Vi. grant and attribution conditions of this incentive plan 12 VII. Other contents of the incentive plan 18 Chapter V opinions of independent financial advisers 19 I. verification opinions on the feasibility of equity incentive plan 19 II. Verification opinions on the pricing method of the award price of this incentive plan 22 III. financial opinions on the implementation of equity incentive plan of the company 23 IV. opinions on the rationality of the company's performance appraisal system and appraisal methods 24 v. verification opinions on whether the incentive plan is conducive to the sustainable development of the company 25 VI. verification opinions on whether the incentive plan damages the interests of the company and all shareholders 26 VII. Other matters that should be explained Chapter VI documents and places for future reference twenty-eight
Chapter I interpretation
In this report, unless otherwise specified, the following abbreviations have the following meanings:
Explanatory item refers to the explanatory content
The company, the company and the listed company refer to Kingsignal Technology Co.Ltd(300252) or Kingsignal Technology Co.Ltd(300252)
Restricted equity incentive plan, this 3 Zhejiang Zhongcheng Packing Material Co.Ltd(002522) 022 restricted stock incentive plan, this incentive plan refers to the incentive plan and this plan
Incentive plan (Draft) refers to the 3 Zhejiang Zhongcheng Packing Material Co.Ltd(002522) 022 restricted stock incentive plan (Draft)
This report and the independent financial consultant's report of Shenzhen value online consulting Co., Ltd. on Shenzhen Kingsignal Technology Co.Ltd(300252) high tech report refers to the 2022 restricted stock incentive plan (Draft) of Shenzhen Technology Co., Ltd
The independent financial advisor and value online refer to the restricted shares of Shenzhen value online consulting Co., Ltd. and the second type of restriction refers to 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
Incentive objects refer to the directors, senior managers and key employees of companies (including holding subsidiaries) that have obtained restricted shares in accordance with the provisions of this incentive plan
Group headquarters refers to the headquarters and other departments of listed companies other than business divisions
The validity period refers to 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, and the maximum period shall not exceed 48 months
The 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
The grant price refers to the price determined by the company to grant restricted shares to the incentive object and the incentive object obtains the shares of the company
Attribution refers to the behavior of a listed company to register its shares in the account of the incentive object after the restricted stock incentive object meets the benefit conditions
Vesting date refers to the date on which the authorized shares are registered after the restricted stock incentive object meets the benefit conditions. It must be the trading day
Attribution conditions refer to the benefit conditions set up by the restricted stock incentive plan, and the incentive object is to obtain the incentive stock
General meeting of shareholders means the general meeting of the company
Board of directors means the board of directors of the company
Remuneration and assessment committee refers to the remuneration and assessment committee under the board of directors
CSRC refers to the China Securities Regulatory Commission
Stock exchange and Shenzhen Stock Exchange refer to Shenzhen Stock Exchange
China Securities Depository and Clearing Corporation refers to Shenzhen Branch of China Securities Depository and Clearing Corporation Limited
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
Self regulatory guide No. 1 refers to the self regulatory guide No. 1 - business handling of companies listed on the gem of Shenzhen Stock Exchange
Listing Rules refers to the Listing Rules of Shenzhen Stock Exchange gem
The articles of association refers to the Kingsignal Technology Co.Ltd(300252) articles of association
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
Note: 1. The financial data and financial indicators quoted in the independent financial consultant's report refer to the financial data in the consolidated statement and the financial indicators calculated based on such financial data unless otherwise specified.
2. In this independent financial adviser's report, the difference in the mantissa between the sum of some total figures and each detailed figure is caused by rounding.
Chapter II declaration
Value online is entrusted to act as the independent financial advisor of 3 Zhejiang Zhongcheng Packing Material Co.Ltd(002522) 022 restricted stock incentive plan and issue this report. The independent financial advisor's report is based on the relevant information provided by Kingsignal Technology Co.Ltd(300252) on the basis of laws, regulations and normative documents such as the company law, the securities law, the administrative measures, the listing rules and the self regulatory guide No. 1, for the reference of Kingsignal Technology Co.Ltd(300252) all shareholders and all parties.
1、 The documents and materials on which the independent financial adviser's report is based are provided by or publicly disclosed by Kingsignal Technology Co.Ltd(300252) and Kingsignal Technology Co.Ltd(300252) has assured the independent financial adviser that the relevant information about the incentive plan and the relevant information publicly disclosed are true, accurate and complete, and that there are no false records, misleading statements or major omissions in such information.
2、 The independent financial adviser only gives opinions on the feasibility of this incentive plan, whether it is conducive to the sustainable development of the company, the rationality of relevant pricing basis and pricing method, whether it damages the interests of the company and its impact on the interests of shareholders, does not constitute any investment suggestions for Kingsignal Technology Co.Ltd(300252) and does not bear any responsibility for the possible risks arising from any investment decisions made by investors according to this report.
3、 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.
4、 The independent financial consultant invites all shareholders of the company to carefully read the relevant information about the incentive plan, such as the 3 Zhejiang Zhongcheng Packing Material Co.Ltd(002522) 022 restricted stock incentive plan (Draft) publicly disclosed by the company.
5、 Based on diligence, prudence and due diligence to all shareholders of the company, and following the principles of objectivity and impartiality, the independent financial advisor conducted in-depth investigation on the matters involved in the incentive plan and effectively communicated with relevant personnel of the company. On this basis, the consultant assumes the responsibility for the authenticity, accuracy and completeness of this financial report.
Chapter III basic assumptions
The opinions expressed in this independent financial adviser's report are based on the following assumptions:
1、 There are no major changes in the current relevant national laws, regulations and policies, the national policies and market environment of the company's industry, and the social and economic environment of the company's region.
2、 Kingsignal Technology Co.Ltd(300252) and the materials and information provided and publicly disclosed by relevant parties are true, accurate and complete. 3、 There are no other obstacles to this incentive plan. All agreements involved can be effectively approved and finally completed on schedule.
4、 All parties involved in the implementation of this incentive plan can abide by the principle of honesty and trustworthiness and fully perform all their obligations in accordance with the plan of the equity incentive plan and the terms of relevant agreements.
5、 There are no significant adverse effects caused by other force majeure and unpredictable factors.
Chapter IV main contents of this incentive plan
Kingsignal Technology Co.Ltd(300252) this incentive plan is prepared by the remuneration and assessment committee under the board of directors of the company. It has been deliberated and approved by the fourth meeting of the Fourth Board of directors in 2022 and needs to be deliberated by the general meeting of shareholders of the company. The main contents are as follows:
1、 Incentive instruments and stock sources
The incentive tool adopted in this incentive plan is restricted stock (the second type of restricted stock). The stock source of this incentive plan is the company's A-share common stock issued to the incentive object or repurchased from the secondary market.
2、 Number of restricted shares to be granted
The incentive plan plans to grant 783100 restricted shares to the incentive objects, accounting for 0.1357% of the company's total share capital of 57715383400 shares at the time of announcement of the draft incentive plan. Among them, 633100 restricted shares were granted for the first time, accounting for 0.1097% of the total share capital of the company on the announcement date of the draft incentive plan and 808454% of the total restricted shares to be granted in the incentive plan; 150000 restricted shares are reserved, accounting for 0.0260% of the total share capital of the company on the announcement date of the draft incentive plan and 191546% of the total restricted shares to be granted in the incentive plan.
As of the announcement date of the draft incentive plan, the number of restricted shares of the company within the validity period of the 2020 restricted stock incentive plan is 280000 shares. The total number of subject shares of the company within the validity period of the incentive plan and the 2020 restricted stock incentive plan is 1063100 shares, accounting for 0.1842% of the total share capital of the company on the announcement date of the draft plan.
As of the date of announcement of the draft incentive plan, the total number of subject shares involved in all equity incentive plans of the company within the validity period has not exceeded 20% of the total share capital of the company at the time of announcement of the draft incentive plan. The cumulative shares of the company granted by any incentive object in the incentive plan through the equity incentive plan within the whole validity period shall not exceed 1% of the total share capital of the company at the time of announcement of the draft incentive plan.
From the date of the announcement of the draft incentive plan to the vesting of the restricted shares granted to the incentive object, if the company has matters such as the conversion of capital reserve into share capital, distribution of stock dividends, division of shares, allotment or reduction of shares, the number of restricted shares will be adjusted accordingly according to the incentive plan.
3、 Scope and distribution of incentive objects
(I) scope of incentive objects
The total number of incentive objects to be granted for the first time in this incentive plan is 94, including:
1. Directors;
2. Senior management;
3. Key employees.
The above incentive objects do not include the company's independent directors, supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the company's shares and their spouses, parents, children and foreign employees. Among the above incentive objects, directors must be elected by the general meeting of shareholders of the company, and senior managers must be appointed by the board of directors of the company. When the incentive contract (including the incentive contract) is signed between the subsidiary and the company, all the employees must be included in the incentive contract.
Reserved incentive objects refer to the incentive objects that have not been determined when the incentive plan is approved by the general meeting of shareholders, but are included in the incentive plan during the duration of the incentive plan, which shall be determined within 12 months after the incentive plan is reviewed 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 disclose the relevant information of the current incentive object 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 incentive object of reserved restricted shares shall be determined with reference to the criteria for the first grant.
(II) distribution of incentive objects
The distribution of restricted shares to be granted in the incentive plan among incentive objects is shown in the table below:
Account for granting restricted Incentive Plan Name Nationality position
