Securities abbreviation: Jee Technology Co.Ltd(688162) securities code: Jee Technology Co.Ltd(688162) Shanghai Rongzheng Investment Consulting Co., Ltd
about
Restricted stock incentive plan for 2022
Matters related to adjustment and initial grant
of
Independent financial advisor Report
May 2022
catalogue
1、 Interpretation 3 II. Statement 5 III. basic assumptions 6 IV. opinions of independent financial adviser seven
(I) approval procedures for this restricted stock incentive plan 7 (II) the restricted stock incentive plan implemented this time and the restricted stock incentive plan approved by the general meeting of shareholders
Draw differences eight
(III) description of the conditions of this restricted stock Grant eight
(IV) the first grant of restricted shares nine
(V) description of the impact of the implementation of this incentive plan on the financial status and operating results of relevant years thirteen
(VI) concluding observations 13 v. documents for future reference and consultation methods fourteen
(I) documents for future reference fourteen
(II) consultation method 14 I. interpretation 1 Listed company, company, Jee Technology Co.Ltd(688162) : refers to Jee Technology Co.Ltd(688162) (including subsidiaries, the same below). 2. Restricted stock incentive plan, this incentive plan, this plan and incentive plan (Draft): refer to the 2022 restricted stock incentive plan (Draft) of Anhui Jee Technology Co.Ltd(688162) Co., Ltd. 3. Class I restricted shares: the company grants a certain number of company shares to the incentive object according to the conditions and prices specified in the incentive plan. These shares are set with a certain period of restricted sale period. The restricted sale flow can be lifted only after the conditions for lifting the restricted sale specified in the incentive plan are met. 4. Class II restricted stock: the A-share common stock of the company obtained and registered by the incentive object who meets the grant conditions of the incentive plan after meeting the corresponding benefit conditions. 5. Total share capital: refers to the total issued share capital of the company when the plan is considered and approved by the general meeting of shareholders. 6. Incentive objects: directors, senior managers, core technicians and other personnel deemed necessary by the board of directors who can obtain restricted shares in accordance with the plan. 7. Grant date: refers to the date on which the company grants restricted shares to incentive objects. 8. Grant price: refers to the price of each restricted stock granted by the company to the incentive object. 9. Validity period: the period from the date of completion of the registration of class I restricted shares or the date of grant of class II restricted shares to the date when all the restricted shares granted to the incentive object are released from the restriction / ownership or the repurchase / invalidation expires. 10. Restricted sale period: the period during which the class I restricted shares granted to the incentive object under the incentive plan are prohibited from being transferred, used for guarantee and debt repayment. 11. Release period: the period during which the restricted shares of class I held by the incentive object can be released and listed for circulation after the release conditions specified in the incentive plan are met. 12. Conditions for lifting the restriction on sales: according to the incentive plan, the conditions that must be met for the incentive object to obtain the first type of restricted shares to lift the restriction on sales. 13. Attribution: after the incentive object of the second type of restricted stock meets the benefit conditions, the listed company registers the stock in the incentive object’s account. 14. Attribution conditions: the incentive object established by the restricted stock incentive plan is the benefit conditions required to obtain the second type of restricted stock. 15. Vesting date: after the incentive object of the second type of restricted stock meets the benefit conditions, the date of completing the registration of the granted shares must be the trading day. 16. Company Law: refers to the company law of the people’s Republic of China
17. 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 Shanghai Stock Exchange’s Sci tech innovation board Self regulatory guidelines: self regulatory guidelines for listed companies on the science and Innovation Board No. 4 – disclosure of equity incentive information 21 Articles of association: refers to the Jee Technology Co.Ltd(688162) articles of association CSRC: refers to the China Securities Regulatory Commission. 23. Stock Exchange: refers to Shanghai Stock Exchange. 24. RMB: refers to RMB.
2、 Statement
The independent financial advisor hereby makes the following statement on this report:
(I) the documents and materials on which the independent financial advisor’s report is based are provided by Jee Technology Co.Ltd(688162) and all parties involved in the plan have guaranteed to the independent financial advisor that all the documents and materials provided for issuing the independent financial advisor’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 restricted stock incentive plan is fair and reasonable to Jee Technology Co.Ltd(688162) shareholders and its impact on shareholders’ rights and interests and the sustainable operation of the listed company, which does not constitute any investment suggestions for Jee Technology Co.Ltd(688162) 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 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 relevant board of directors, general meeting of shareholders, financial reports of the relevant company, 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.
The independent financial adviser’s report is prepared in accordance with the requirements of the company law, the securities law, the administrative measures, the listing rules and other laws, regulations and normative documents, 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、 Opinions of independent financial adviser (I) approval procedures of this restricted stock incentive plan
1. On April 22, 2022, the company held the 15th meeting of the first board of directors, deliberated and adopted the proposal on the company’s restricted stock incentive plan in 2022 (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company’s restricted stock incentive plan in 2022, and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to the restricted stock incentive plan in 2022, The independent directors of the company have expressed independent opinions on the incentive plan. On the same day, the company held the 11th meeting of the first board of supervisors, deliberated and adopted the proposal on the company’s restricted stock incentive plan in 2022 (Draft) and its summary and the proposal on the company’s measures for the implementation and assessment of the restricted stock incentive plan in 2022. The board of supervisors verified the relevant matters of the incentive plan and issued relevant verification opinions.
2. From April 26, 2022 to May 6, 2022, the company publicized the names and positions of the incentive objects granted for the first time in the incentive plan on the company’s bulletin board. During the publicity period, the board of supervisors of the company did not receive any objection from employees to the proposed incentive object. On May 14, 2022, the company disclosed the announcement and verification opinions of the board of supervisors on the list of incentive objects first granted by the restricted stock incentive plan in 2022.
3. On May 20, 2022, the 2021 annual general meeting of shareholders of the company deliberated and passed the proposal on the company’s restricted stock incentive plan (Draft) in 2022 and its summary, the proposal on the measures for the assessment and management of the implementation of the company’s restricted stock incentive plan in 2022, and the proposal on requesting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the restricted stock incentive plan in 2022. The company will disclose the self inspection report on the trading of the company’s shares by insiders of the company’s restricted stock incentive plan in 2022 on May 21, 2022.
4. On May 20, 2022, the company held the 16th meeting of the first board of directors and the 12th meeting of the first board of supervisors, deliberated and approved the proposal on adjusting the list of incentive objects and the number of rights and interests granted for the first time in the 2022 restricted stock incentive plan and the proposal on granting restricted shares to incentive objects in the 2022 restricted stock incentive plan for the first time. The independent directors of the company expressed their independent opinions, and the board of supervisors of the company verified the list of incentive objects granted for the first time.
In conclusion, the independent financial adviser believes that as of the date of issuance of this report, Jee Technology Co.Ltd(688162) this grant of restricted shares to incentive objects has obtained the necessary approval and authorization, which is in line with the relevant provisions of the administrative measures, listing rules, self regulatory guidelines and incentive plan (Draft). (II) differences between the restricted stock incentive plan implemented this time and the restricted stock incentive plan approved by the general meeting of shareholders
In view of the fact that one incentive object originally planned to be granted for the first time in the incentive plan (Draft) of the company loses the incentive qualification due to resignation, the company plans to cancel the 6000 class II restricted shares granted to him. According to the authorization of the 2021 annual general meeting of shareholders, the board of directors of the company shall adjust the list of incentive objects and the number of rights and interests granted for the first time in the incentive plan.
After the above adjustments, the number of incentive objects to be granted by the company for the first time is adjusted from 112 to 111, and the number of equity to be granted for the first time is adjusted from 1606000 shares to 1 Shanghai Pudong Development Bank Co.Ltd(600000) shares.
According to the authorization of the company’s 2021 annual general meeting of shareholders, this adjustment is within the scope of authorization and does not need to be submitted to the general meeting of shareholders for deliberation. In addition to the above adjustments, the content of the incentive plan implemented by the company this time is consistent with the content deliberated and approved by the 2021 annual general meeting of shareholders. The board of supervisors of the company verified the adjusted list of incentive objects granted for the first time, the independent directors of the company issued independent opinions with explicit consent, and the lawyer issued legal opinions on relevant matters.
The independent financial adviser believes that the company has obtained necessary approval and authorization for the adjustment of the list of incentive objects and the number of rights and interests granted for the first time in the restricted stock incentive plan in 2022. The adjustment matters comply with the provisions of relevant laws, regulations and normative documents, and there is no situation that damages the interests of the company and all shareholders. (III) description of the conditions of this restricted stock grant
According to the provisions of the incentive plan, restricted shares can be granted to the incentive object only when the following conditions are met at the same time:
(I) the company is not under any of the following circumstances:
1. The financial and accounting 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;
2. The internal control of the financial report of the latest 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. Equity incentive is not allowed according to laws and regulations;
5. Other circumstances recognized by the CSRC.
(II) the incentive object does not have any of the following situations:
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.
After verification, the independent financial adviser believes that as of the date of issuance of this report, Jee Technology Co.Ltd(688162) and its incentive objects have not been under any of the above circumstances, and the conditions for the first grant of the company’s restricted stock incentive plan have been met. (IV) the first grant of restricted shares
1. First grant date: May 20, 2022
2. Number of First grants: 377500 restricted shares of class I and 1222500 restricted shares of class II.
3. Number of persons granted for the first time: 111 incentive objects of class I restricted shares and class II restricted shares in total.
4. Initial grant price: the first class of restricted shares and the second class of restricted shares are 19.16 yuan / share.
5. Stock source: the stock source of the first type of restricted stock incentive plan is the A-share common stock issued by the company to the incentive object; The stock source of the second type of restricted stock incentive plan is the A-share common stock issued by the company to the incentive object or repurchased from the secondary market.
6. Timing of incentive plan
(1) The validity period, sales restriction period and lifting of sales restriction of the first type of restricted stock incentive plan
