Shanghai Xingong Yihe Enterprise Management Consulting Co., Ltd
about
Weihai Guangwei Composites Co.Ltd(300699)
Restricted stock incentive plan for 2022
Matters related to the initial grant of restricted shares
of
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. The number of rights and interests to be granted under the incentive plan and its proportion in the total shares of the company 8 III. validity period, grant date, ownership arrangement and lock up period of restricted stock incentive plan 8 IV. grant price and determination method of restricted shares V. vesting conditions and restrictions of shares Vi. other contents of restricted stock plan Chapter V approval procedures for the implementation of this restricted stock incentive plan Chapter VI initial grant of restricted shares 19 I. details of the first grant of restricted shares 19 II. Differences between the equity incentive plan implemented this time and the equity incentive plan approved by the general meeting of shareholders 20 Chapter VII description of the conditions of this restricted stock Grant 21 I. conditions for granting restricted shares 21 II. Description of the board of directors on the achievement of the grant conditions 21 Chapter VIII verification opinions of independent financial advisers twenty-two
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 Weihai Guangwei Composites Co.Ltd(300699) (hereinafter referred to as ” Weihai Guangwei Composites Co.Ltd(300699) ” or “listed company”, “company”) for this restricted stock incentive plan (hereinafter referred to as “the incentive plan”) and prepare this report. The independent financial adviser’s report is based on the relevant provisions of laws, regulations and normative documents such as 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 incentives of listed companies, the Listing Rules of GEM stocks of Shenzhen Stock exchange, the self regulatory guide No. 1 of GEM listed companies of Shenzhen Stock Exchange – business handling, and on the basis of Weihai Guangwei Composites Co.Ltd(300699) providing relevant materials, Issue independent financial advisory opinions for the reference of Weihai Guangwei Composites Co.Ltd(300699) all shareholders and relevant parties.
1. The documents and materials on which the independent financial advisor’s report is based are provided by Weihai Guangwei Composites Co.Ltd(300699) and Weihai Guangwei Composites Co.Ltd(300699) has assured the independent financial advisor that the relevant information about this equity incentive provided by him 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 Weihai Guangwei Composites Co.Ltd(300699) 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 materials publicly disclosed by relevant listed companies such as Weihai Guangwei Composites Co.Ltd(300699) 2022 restricted stock incentive plan.
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 this report does not constitute any investment advice for Weihai Guangwei Composites Co.Ltd(300699) and the independent financial advisor will not bear any responsibility for the possible risks of any investment decisions made by investors based on 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
Weihai Guangwei Composites Co.Ltd(300699) , listed company, company refers to Weihai Guangwei Composites Co.Ltd(300699)
Restricted stock incentive plan and this incentive plan refer to the restricted stock incentive plan of this plan in Weihai Guangwei Composites Co.Ltd(300699) 2022
Refers to the independent financial consultant report of Shanghai Xingong Yihe Enterprise Management Consulting Co., Ltd. on matters related to Weiben report, this independent financial consultant report and the first grant of restricted shares of haiguangwei composite Co., Ltd. in 2022 restricted stock incentive plan
Independent financial consultant refers to Shanghai Xingong Yihe Enterprise Management Consulting Co., Ltd
Restricted shares and class II restricted shares refer to the shares of the company obtained and registered by incentive objects who meet the grant conditions of the incentive plan after meeting the corresponding benefit conditions
Incentive object refers to the key personnel of the company (including holding subsidiaries) who obtain restricted shares in accordance with the provisions of this 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
Attribution refers to the behavior that the listed company registers the shares in the account of the incentive object after the incentive object meets the benefit conditions
Vesting date refers to the date when the granted shares are registered after the 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
The term of validity refers to the period from the date of the grant of restricted shares to the date when all the restricted shares granted to the incentive object are vested or invalid
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
Listing Rules refers to the Listing Rules of Shenzhen Stock Exchange gem
The self regulatory guide refers to the self regulatory guide for companies listed on the gem of Shenzhen Stock Exchange No. 1 – business handling
The articles of association refers to the Weihai Guangwei Composites Co.Ltd(300699) articles of association
The company’s assessment management measures refer to the assessment management measures for the implementation of Weihai Guangwei Composites Co.Ltd(300699) 2022 restricted stock incentive plan
Yuan / 10000 yuan refers to RMB yuan / 10000 yuan, the legal currency unit of the people’s Republic of China
Note: if there is any difference in the mantissa between the sum of some total figures and each detailed figure in this incentive plan, it is caused by the rounding of the above percentage results.
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) Weihai Guangwei Composites Co.Ltd(300699) 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
Weihai Guangwei Composites Co.Ltd(300699) this restricted stock incentive plan was drafted by the Remuneration Committee under the board of directors of the listed company, which was deliberated at the 10th meeting of the third board of directors and adopted by the resolution of the 2021 annual general meeting of shareholders.
1、 Stock source of this incentive plan
The incentive form adopted in this incentive plan is the second type of restricted stock. The stock source is the company’s RMB A-share common stock issued by the company to the incentive object.
2、 The number of rights and interests to be granted under the incentive plan and its proportion in the total shares of the company
The number of restricted shares to be granted to the incentive objects in the incentive plan is 6.25 million shares, accounting for 1.21% of the total share capital of 518.35 million shares on the announcement date of the draft incentive plan. Among them, 5 million restricted shares were granted for the first time, accounting for about 0.96% of the total share capital of 518.35 million shares on the announcement date of the draft incentive plan and 80.00% of the total number of restricted shares to be granted in the incentive plan; 1.25 million restricted shares are reserved, accounting for about 0.24% of the company’s total share capital of 518.35 million shares on the announcement date of the draft incentive plan and 20.00% 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 total number of subject shares involved in the equity incentive plan of the company in all the validity periods has not exceeded 20.00% of the total share capital of the company. The cumulative 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 does not exceed 1.00% of the total share capital of the company.
3、 Validity period, grant date, ownership arrangement and lock up period of 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 the restricted shares granted to the incentive object are vested or invalid, and the longest period shall not exceed 72 months.
(II) grant date
After the incentive plan is reviewed and approved by the general meeting of shareholders of the company, 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, calculated from the achievement of the conditions), and complete the 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, guidelines for self regulatory supervision and other provisions, 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 of the company 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. If the date determined according to the above principles is a non trading day,
