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Hangzhou Star Shuaier Electric Appliance Co.Ltd(002860) 2022 restricted stock incentive plan (Draft)
Independent financial advisor Report
Independent financial advisor:
May, 2002
catalogue
Chapter one states that three
Chapter II interpretation five
Chapter III basic assumptions Chapter IV main contents of restricted stock incentive plan 8 I. stock source of this incentive plan 8 II. Number of restricted shares to be granted 8 III. validity period, grant date, restriction period, lifting of restriction arrangement and lock up period of restricted stock incentive plan 8 IV. grant price and determination method of restricted shares V. conditions for granting and releasing restricted shares Vi. other contents of restricted stock plan 17 Chapter V opinions of the independent financial advisor 18 I. verification opinions on whether the equity incentive plan meets the provisions of policies and regulations 18 II. Verification opinions on the feasibility of Hangzhou Star Shuaier Electric Appliance Co.Ltd(002860) implementing equity incentive plan 18 III. verification opinions on the scope and qualification of incentive objects 19 IV. verification opinions on the amount of equity granted under the equity incentive plan V. financial opinions on the implementation of equity incentive plan of the company Vi. verification opinions on the impact of equity incentive plan on Hangzhou Star Shuaier Electric Appliance Co.Ltd(002860) sustainable operation ability and shareholders’ equity 23 VII. Verification opinions on whether Hangzhou Star Shuaier Electric Appliance Co.Ltd(002860) provides any form of financial assistance for incentive objects VIII. Verification opinions on whether the equity incentive plan obviously damages the interests of the listed company and all shareholders 24 IX. opinions on the compliance of the company’s performance appraisal system and appraisal management measures 25 X. other matters that should be explained Chapter VI documents and places for future reference 27 I. list of documents for future reference 27 II. Location of documents for future reference twenty-seven
Chapter I declaration
Shanghai Xingong Yihe Enterprise Management Consulting Co., Ltd. is entrusted to act as the independent financial adviser (hereinafter referred to as the “independent financial adviser”) of Hangzhou Star Shuaier Electric Appliance Co.Ltd(002860) (hereinafter referred to as ” Hangzhou Star Shuaier Electric Appliance Co.Ltd(002860) ” or “listed company”, “company”) this restricted stock incentive plan (hereinafter referred to as the “incentive plan”) and prepare this report. The independent financial advisor’s report is based on the relevant provisions of the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of equity incentive of listed companies and other laws, regulations and normative documents, and based on the relevant materials provided by Hangzhou Star Shuaier Electric Appliance Co.Ltd(002860) for the reference of Hangzhou Star Shuaier Electric Appliance Co.Ltd(002860) all shareholders and relevant parties.
1. The documents and materials on which the independent financial adviser’s report is based are provided by Hangzhou Star Shuaier Electric Appliance Co.Ltd(002860) and Hangzhou Star Shuaier Electric Appliance Co.Ltd(002860) has assured the independent financial adviser that the relevant information about this equity incentive provided by it is true, accurate and complete, and that there are no false records, misleading statements or major omissions in such information.
2. Based on the principle of diligence, prudence and due diligence to all shareholders of the listed company, and based on the principle of objectivity and impartiality, the independent financial advisor has conducted due diligence on the equity incentive matters, and has sufficient reasons to believe that there is no material difference between the professional opinions expressed and the documents disclosed by the listed company. And be responsible for the authenticity, accuracy and completeness of the independent financial adviser’s report.
3. The opinions expressed by the independent financial adviser are based on the following assumptions: there are no significant changes in the current national laws and regulations, and there are no significant changes in the national policies and market environment of the industry in which the listed company is located; There is no significant change in the social and economic environment of the region where the listed company is located Hangzhou Star Shuaier Electric Appliance Co.Ltd(002860) and the documents provided by relevant parties are true, accurate and complete; All parties involved in this restricted stock plan can fully perform all obligations in good faith and in accordance with the terms of the incentive plan and relevant agreements; The incentive plan can be approved by the competent department without other obstacles and can be completed smoothly; There are no significant changes in the accounting policies and accounting systems currently implemented in this incentive plan; There are no significant adverse effects caused by other force majeure and unpredictable factors.
4. The independent financial advisor has no relationship with the listed company. The independent financial advisor issues an independent financial advisor report on this incentive plan in full accordance with the principles of objectivity and impartiality. At the same time, the independent financial adviser urges investors to carefully read the information publicly disclosed by relevant listed companies such as Hangzhou Star Shuaier Electric Appliance Co.Ltd(002860) 2022 restricted stock incentive plan (Draft).
5. 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.
6. The independent financial advisor reminds investors that the purpose of this report is to express professional opinions on the feasibility of the incentive plan, whether it is conducive to the sustainable development of the listed company, whether it damages the interests of the listed company and its impact on the interests of shareholders. It does not constitute any investment suggestions for Hangzhou Star Shuaier Electric Appliance Co.Ltd(002860) and the independent financial advisor will not bear any responsibility for the possible risks of any investment decisions made by investors according to this report.
Chapter II interpretation
In this independent financial adviser’s report, unless the context specifies, the following abbreviations have the following meanings:
Interpretation item interpretation content
Hangzhou Star Shuaier Electric Appliance Co.Ltd(002860) , listed company, company refers to Hangzhou Star Shuaier Electric Appliance Co.Ltd(002860)
Restricted stock incentive plan, this refers to Hangzhou Star Shuaier Electric Appliance Co.Ltd(002860) 2022 restricted stock incentive plan and this plan
This report and the independent financial consultant’s report of Shanghai Xingong Yihe Enterprise Management Consulting Co., Ltd. on Hangzhou Hangzhou Star Shuaier Electric Appliance Co.Ltd(002860) report refer to the independent financial consultant’s report on the restricted stock incentive plan (Draft) of Electric Appliance Co., Ltd. in 2022
Independent financial consultant refers to Shanghai Xingong Yihe Enterprise Management Consulting Co., Ltd
Business Consultant
Restricted stock refers to the shares of the company whose transfer and other rights are restricted according to the conditions specified in the incentive plan
Incentive objects refer to the directors, senior managers and other core personnel of the company (including subsidiaries) who obtain restricted shares in accordance with the provisions of the incentive plan
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 when granting restricted shares to the incentive object and the incentive object obtains the shares of the company
If the conditions for the incentive object to exercise rights and interests set in the incentive plan have not been met, the restricted sale period refers to the period during which the restricted shares cannot be transferred, used for guarantee or debt repayment, which shall be calculated from the date when the incentive object is granted restricted shares and completes the registration
The period of lifting the restriction on sale refers to the period during which the restricted shares held by the incentive object are lifted and can be listed and circulated after the conditions for lifting the restriction on sale specified in the incentive plan are met
The conditions for lifting the restriction on sale refer to the conditions that must be met for the restricted shares obtained by the incentive object to be lifted according to the incentive plan
The term of validity refers to the period from the date of grant of restricted shares to the date when all restricted shares are lifted or repurchased and cancelled
Remuneration Committee refers to the remuneration and assessment committee of the board of directors of the company
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers 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 self regulatory guide No. 1 for listed companies of Shenzhen Stock Exchange – business handling
The articles of association refers to the Hangzhou Star Shuaier Electric Appliance Co.Ltd(002860) articles of association
The company’s assessment management measures refer to the assessment management measures for the implementation of the restricted stock incentive plan in Hangzhou Star Shuaier Electric Appliance Co.Ltd(002860) 2022
Yuan / 10000 yuan refers to RMB yuan / 10000 yuan, the legal currency unit of the people’s Republic of China
Chapter III basic assumptions
The independent financial advisor’s report is based on the following basic assumptions:
(I) there is no significant change in the current relevant national laws, regulations and policies;
(II) Hangzhou Star Shuaier Electric Appliance Co.Ltd(002860) provided and publicly disclosed materials and information are true, accurate and complete;
(III) there are no other obstacles to the equity incentive plan, and all agreements involved can be effectively approved and finally completed on schedule;
(IV) all parties involved in the implementation of the equity incentive plan can fully perform all their obligations in accordance with the plan of the equity incentive plan and the terms of relevant agreements in accordance with the principle of good faith;
(V) there is no significant adverse effect caused by other force majeure.
Chapter IV main contents of restricted stock incentive plan
Hangzhou Star Shuaier Electric Appliance Co.Ltd(002860) this restricted stock incentive plan was drafted by the Remuneration Committee under the board of directors of the listed company and approved at the 18th meeting of the Fourth Board of directors.
1、 Stock source of this incentive plan
The subject stock involved in this incentive plan comes from the company’s RMB A-share common stock repurchased from the secondary market.
2、 Number of restricted shares to be granted
The number of restricted shares to be granted to the incentive objects in the incentive plan is 6095826 shares, accounting for about 2.78% of the total share capital of the company on the date of publication of the draft incentive plan. Among them, 5485826 shares of restricted shares were granted for the first time, accounting for about 2.50% of the total share capital of 219264655 shares on the date of publication of the draft incentive plan, accounting for 89.99% of the total number of restricted shares to be granted in the incentive plan; 610000 restricted shares are reserved for grant, accounting for about 0.28% of the company’s total share capital of 219264655 shares on the date of publication of the draft incentive plan and 10.01% of the total number of restricted shares to be granted in the incentive plan.
As of the announcement date of the draft incentive plan, the company has 609582600 underlying shares involved in the equity incentive plan within the validity period, which does not exceed 10.00% of the total share capital of the company. The number of 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 1.00% of the total share capital of the company.
3、 The validity period, grant date, restricted sale period, release of restricted sale arrangement and lock up period of the restricted stock incentive plan
(I) period of validity
The validity period of this incentive plan is from the date of granting restricted shares to the date when all restricted shares granted to the incentive object are lifted or repurchased and cancelled, and the longest period shall not exceed 48 months.
(II) grant date
After the incentive plan is deliberated and approved by the general meeting of shareholders, the company will convene the board of directors to grant rights and interests to the incentive objects in accordance with relevant regulations within 60 days (if there are conditions for granting rights and interests, it shall be calculated from the achievement of the conditions), and complete the registration, announcement and other relevant procedures. If the company fails to complete the above work within 60 days, it shall timely disclose the reasons for the failure and announce the termination of the incentive plan. According to the administrative measures and self regulatory guidelines No. 1, the period during which rights and interests cannot be granted shall not be counted within 60 days.
The reserved granting date of some restricted shares shall be confirmed by the board of directors of the company within 12 months after the deliberation and approval of the general meeting of shareholders.
The grant date shall be determined by the board of directors after the incentive plan is deliberated and approved by the general meeting of shareholders of the company. The grant date must be a trading day, and shall not be granted to the incentive object during the following periods
