Shanghai Xingong Yihe Enterprise Management Consulting Co., Ltd
about
Kangda New Materials(Group) Co.Ltd(002669) material (Group) Co., Ltd
Phase II employee stock ownership plan
Achievement of performance appraisal indicators in the first unlocking period
of
Independent financial advisor Report
Independent financial advisor:
May, 2002
catalogue
Chapter one states that 2 Chapter II interpretation 4 chapter III basic assumptions 5 chapter IV main contents of the current employee stock ownership plan six
1、 Total amount of current employee stock ownership plan six
2、 Determination basis and scope of the holders of the current employee stock ownership plan six
3、 The capital source, stock source, scale and purchase price of the current employee stock ownership plan seven
4、 Duration, lock-in period and assessment criteria of the current employee stock ownership plan nine
5、 The management mode of the current employee stock ownership plan ten
6、 The change and termination of the current employee stock ownership plan and the disposal of the rights and interests of the holders fourteen
7、 Disposal of shares after the expiration of the current employee stock ownership plan nineteen
8、 Other contents of the current employee stock ownership plan Chapter V approval procedures for the implementation of this ESOP 20 Chapter VI fulfillment of unlocking conditions of this ESOP Chapter VII conclusion twenty-two
Chapter I declaration
Shanghai Xingong Yihe Enterprise Management Consulting Co., Ltd. is entrusted to act as the independent financial consultant (hereinafter referred to as the "independent financial consultant") of the employee stock ownership plan (hereinafter referred to as the "Stock Ownership Plan") of Kangda New Materials(Group) Co.Ltd(002669) material (Group) Co., Ltd. (hereinafter referred to as " Kangda New Materials(Group) Co.Ltd(002669) ," listed company "or" company "). In accordance with the company law of the people's Republic of China and the securities law of the people's Republic of China According to the relevant provisions of laws, regulations and normative documents such as the guidance on the pilot implementation of employee stock ownership plan by listed companies and the guidance on information disclosure of listed companies of Shenzhen Stock Exchange No. 4 - employee stock ownership plan, this independent financial advisory report is issued according to the information provided by Kangda New Materials(Group) Co.Ltd(002669) and the information publicly disclosed, so as to assess the feasibility of the current employee stock ownership plan and whether it is conducive to the sustainable development of the company Whether it damages the interests of the company and its impact on the interests of shareholders, and express objective and impartial professional opinions.
The independent financial advisor declares that:
(I) the documents and materials on which the independent financial adviser's report is based are provided by Kangda New Materials(Group) Co.Ltd(002669) who has assured the independent financial adviser that the relevant information provided by him about the shareholding plan is true, accurate and complete, and that there are no false records, misleading statements or major omissions in such information.
(II) 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 consultant has carried out due diligence on the matters of the shareholding plan, and has sufficient reasons to believe that there is no material difference between the professional opinions expressed and the contents of the documents disclosed by the listed company. And be responsible for the authenticity, accuracy and completeness of the independent financial adviser's report.
(III) 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 Kangda New Materials(Group) Co.Ltd(002669) and the documents provided by relevant parties are true, accurate and complete; All parties involved in this shareholding plan can fully perform all obligations in good faith and in accordance with the terms of the shareholding plan and relevant agreements; The shareholding 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 shareholding plan; There are no significant adverse effects caused by other force majeure and unpredictable factors.
(IV) the independent financial advisor has no relationship with the listed company. The independent financial advisor issues an independent financial advisor's report on this shareholding 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 the second phase employee stock ownership plan (Draft) of Shanghai Kangda Chemical New Materials Group Co., Ltd.
(V) 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.
(VI) the independent financial advisor reminds the investors that this report does not constitute any investment advice for Kangda New Materials(Group) Co.Ltd(002669) and the independent financial advisor will not bear any responsibility for the possible risks of any investment decisions made by the 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:
Companies, listed companies and Kangda New Materials(Group) Co.Ltd(002669) refer to Kangda New Materials(Group) Co.Ltd(002669) material (Group) Co., Ltd
Employee stock ownership plan and current employee stock ownership plan refer to the second phase employee stock ownership plan and stock ownership plan of Shanghai Kangda Chemical New Materials Group Co., Ltd
The draft employee stock ownership plan refers to the second phase employee stock ownership plan (Draft) of Shanghai Kangda Chemical New Materials Group Co., Ltd
The measures for the management of employee stock ownership plan refer to the measures for the management of phase II employee stock ownership plan of Shanghai Kangda Chemical New Materials Group Co., Ltd
CSRC and CSRC refer to the China Securities Regulatory Commission
Stock exchange refers to Shenzhen Stock Exchange
The scope of participants in the current employee stock ownership plan includes directors (excluding independent directors), supervisors, senior managers, middle managers of the company and its holding subsidiaries The holder refers to the key employees (including R & D, sales, production, management, etc.) and the core technicians, core business personnel or employees in key positions recognized by the board of directors as having made outstanding contributions to the development of the company.
Holder's meeting refers to the current ESOP holder's meeting
Management Committee and Management Committee refer to the Management Committee of the current employee stock ownership plan
Kangda New Materials(Group) Co.Ltd(002669) shares and company shares refer to Kangda New Materials(Group) Co.Ltd(002669) A shares of common stock
The underlying stock refers to the Kangda New Materials(Group) Co.Ltd(002669) A-share common stock purchased and held by the current employee stock ownership plan through legal means
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
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 guiding opinions refer to the guiding opinions on the pilot implementation of ESOP by listed companies
Disclosure guideline No. 4 refers to Shenzhen Stock Exchange listed company information disclosure guideline No. 4 - employee stock ownership plan
The articles of association refers to the articles of association of Shanghai Kangda New Chemical Materials Group Co., Ltd
The independent financial consultant refers to Shanghai Xingong Yihe Enterprise Management Consulting Co., Ltd
In this independent financial adviser's report, if the total amount is inconsistent with the mantissa of the sum of each sub item value, it is the reason for rounding
Cause.
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) Kangda New Materials(Group) Co.Ltd(002669) provided and publicly disclosed materials and information are true, accurate and complete;
(III) there are no other obstacles to the current employee stock ownership plan, and all agreements involved can be effectively approved and finally completed on schedule;
(IV) all parties involved in the implementation of the current employee stock ownership plan can abide by the principle of good faith and fully perform all their obligations in accordance with the plan of the current employee stock ownership plan and the terms of relevant agreements;
（5） There are no other major adverse effects caused by force majeure.
Chapter IV main contents of the current employee stock ownership plan
1、 Total employee stock ownership plan for the current period
The maximum amount of funds raised by the current employee stock ownership plan is 8.5 million yuan, with "shares" as the subscription unit, each share is 1.00 yuan, and the maximum number of shares of the current employee stock ownership plan is 8.5 million. The specific number of shares held by the holders of the current employee stock ownership plan is determined according to the actual contributions of employees. 2、 Determination basis and scope of holders of current employee stock ownership plan
The holder of the current employee stock ownership plan is determined in accordance with the company law, securities law, guidance, disclosure guidance No. 4 and other relevant laws, regulations, rules and the articles of association. The company's employees participate in the current employee stock ownership plan in accordance with the principles of legal compliance, voluntary participation and risk-taking. The scope of personnel participating in the current employee stock ownership plan includes directors (excluding independent directors), supervisors, senior managers, middle-level managers of the company and its holding subsidiaries, core backbone employees (including R & D, sales, production, management, etc.) and core technicians, core business personnel or employees in key positions recognized by the board of directors as having made outstanding contributions to the development of the company.
Unless otherwise specified in Article 3 of Chapter VIII of the draft employee stock ownership plan, all participants must sign labor contracts or employment contracts with the company or its subsidiaries within the validity of the current employee stock ownership plan.
The total number of employees in the current ESOP is no more than 60. The specific number of participants and list are determined according to the actual contributions of employees. The equity shares and corresponding proportion of the holders are as follows:
Serial number name position number of shares (shares) held in the current employee stock ownership plan (%)
1 Chairman Wang Jianxiang 12 Csg Holding Co.Ltd(000012) .67%
2 Yao Qisheng, vice chairman and general manager 800008.44%
3 song Zhaoqing, director, executive deputy general manager, Cai 550005.81%
Business Director
4 Liu Bingjiang, director and deputy general manager 550005.81%
5. Director Liu Jun 500005.28%
6 Cheng Shuxin, director and deputy general manager 550005.81%
7 Zhao Youzhong employee supervisor 150001.58%
8 Lu Wei, deputy general manager Dongfeng Automobile Co.Ltd(600006) .33%
9 Wang Zhihua, deputy general manager Dongfeng Automobile Co.Ltd(600006) .33%
10 in the Dongfeng Automobile Co.Ltd(600006) .33% of the deputy general manager of Yafeng
Shen Yitao, deputy general manager
11 Board Secretary 500005.28%
Directors, supervisors and senior managers (11 persons) 66 Shenzhen Overseas Chinese Town Co.Ltd(000069) .66%
Other employees of the company and its holding subsidiaries (no more than 49) 28740030.34%
Total (no more than 60 persons) 947400100.00%
Note: the tail difference of the above calculation results is
