Securities abbreviation: Talkweb Information System Co.Ltd(002261) securities code: Talkweb Information System Co.Ltd(002261) Shanghai Rongzheng Investment Consulting Co., Ltd
about
Talkweb Information System Co.Ltd(002261)
2022 stock option and restricted stock incentive plan (Draft)
of
Independent financial advisor Report
May, 2002
catalogue
1、 Interpretation 3 II. Statement 5 III. basic assumptions 6 IV. main contents of this stock option and restricted stock incentive plan seven
(I) scope and distribution of incentive objects seven
(II) number of stock options and restricted shares granted eight
(III) stock source 9 (IV) validity period, grant date and relevant time arrangement after grant of stock options and restricted shares nine
(V) exercise / grant price of stock options and restricted shares fourteen
(VI) assessment of incentive plan fourteen
(VII) other contents of the incentive plan 21 v. opinions of independent financial adviser 22 (I) verification of whether stock options and restricted stock incentive plans comply with policies and regulations
See twenty-two
(II) verification opinions on the feasibility of the company’s equity incentive plan twenty-three
(III) verification opinions on the scope and qualification of incentive objects twenty-four
(IV) verification opinions on the amount of equity granted under the equity incentive plan (V) verification opinions on whether the listed company provides any form of financial assistance to the incentive object (VI) check whether the equity incentive plan has any situation that damages the interests of the listed company and all shareholders
opinion…… twenty-five
(VII) verification opinions on the pricing method of equity incentive grant price twenty-six
(VIII) financial opinions on the implementation of equity incentive plan of the company 27 (IX) impact of the company’s implementation of equity incentive plan on the sustainable operation ability and shareholders’ equity of listed companies
opinion…… twenty-seven
(x) opinions on the rationality of the performance appraisal system and methods of listed companies twenty-eight
（11） Others twenty-eight
（12） Other matters that should be explained 29 VI. documents for future reference and consultation methods thirty
(I) documents for future reference thirty
(II) consultation method 30 I. interpretation
In this independent financial advisory report, unless the context specifies, the following abbreviations have the following meanings: Talkweb Information System Co.Ltd(002261) , the company, refers to Talkweb Information System Co.Ltd(002261) (including branches and subsidiaries) companies, equity incentive plans of listed companies, this plan refers to Talkweb Information System Co.Ltd(002261) 2022 stock option and restricted stock plan, and this incentive plan
Stock option refers to the right granted by the company to the incentive object to purchase a certain number of shares of the company at a predetermined price and conditions in a certain period of time in the future
After the restricted number of shares granted by the company reaches a certain period of time, the restricted number of shares can be set according to the company’s incentive plan
Incentive objects refer to directors, middle and senior managers and core technical (business) backbone personnel who obtain stock options / restricted shares in accordance with the provisions of the plan
The grant date refers to the date on which the company grants rights and interests to the incentive object, and the grant date must be the trading day
Waiting period refers to the period between the grant date of stock option and the vesting date of stock option
The incentive object exercises its own stock options according to the plan. Exercise refers to the exercise of rights in the plan, that is, the incentive object purchases the underlying shares according to the conditions set in the plan
The exercisable date refers to the date when the incentive object can start exercising the right. The exercisable date must be the trading day
The exercise price refers to the price at which the incentive object purchases the company’s shares as determined in the plan
Exercise conditions refer to the conditions that must be met for the incentive object to exercise stock options according to the plan
The grant price refers to the price of each restricted stock granted by the company to the incentive object
The restricted sale period refers to the period during which the conditions for the incentive object to exercise its rights and interests set in the plan have not been fulfilled, and the restricted shares cannot be transferred, used for guarantee or debt repayment
The release period refers to the period during which the restricted shares held by the incentive object can be released and listed for circulation after the release conditions specified in the plan are met
The conditions for lifting the restrictions 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 plan
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
The articles of association refers to the Talkweb Information System Co.Ltd(002261) articles of association
The first part of the self regulatory guidelines refers to the handling of the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – business number
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shenzhen Stock Exchange
Yuan means RMB yuan
2、 Statement
(I) the documents and materials on which the independent financial adviser’s report is based are provided by Talkweb Information System Co.Ltd(002261) and all parties involved in the incentive plan have guaranteed to the independent financial adviser that all documents and materials provided for issuing the independent financial adviser’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 stock option and restricted stock incentive plan is fair and reasonable to Talkweb Information System Co.Ltd(002261) 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 Talkweb Information System Co.Ltd(002261) 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 stock option and restricted stock incentive plan publicly disclosed by the listed company.
(V) based on the principles of diligence, prudence and due diligence to all shareholders of the listed company, the independent financial adviser has conducted in-depth investigation on the matters involved in the stock option and restricted stock incentive plan and carefully reviewed relevant materials. The scope of investigation includes the articles of association of the listed company, salary management measures, resolutions of previous board of directors and general meeting of shareholders, financial reports of the company for the last three years and the latest issue The company’s production and operation plan, and has effectively communicated with the relevant personnel of the listed company. On this basis, the independent financial adviser’s report is issued, and is responsible for the authenticity, accuracy and completeness of the report.
This report is prepared in accordance with the requirements of laws, regulations and normative documents such as the company law, the securities law, the administrative measures and the self regulatory guide No. 1, 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 stock option and restricted stock incentive plan are true and reliable;
(IV) there are no other obstacles to the stock option and restricted stock incentive plan, and all agreements involved can be effectively approved and finally completed on schedule;
(V) all parties involved in this stock option and 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、 Main contents of this stock option and restricted stock incentive plan
Talkweb Information System Co.Ltd(002261) the incentive plan of stock option and restricted stock in 2022 is formulated by the remuneration and assessment committee under the board of directors of listed companies. According to the current policy environment in China and the actual situation of Talkweb Information System Co.Ltd(002261) , the incentive plan of stock option and restricted stock is implemented for the incentive objects of the company. The independent financial adviser will give professional opinions on the company’s stock option and restricted stock incentive plan.
(I) scope and distribution of incentive objects
A total of 193 incentive objects were granted for the first time, including:
1. Directors and senior managers of the company;
2. Middle managers of the company;
3. The core technology (business) backbone of the company.
The incentive objects involved in the incentive plan do not include independent directors, supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the company’s shares and their spouses, parents and children.
Among the above incentive objects, directors and senior managers must be elected by the general meeting of shareholders or appointed by the board of directors of the company. All incentive objects must have employment or labor relationship with the company when the company grants rights and interests. The incentive objects of the reserved grant part shall be determined within 12 months after the plan is considered 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 and accurately disclose the relevant information of the incentive objects on the designated website as required. If the incentive object is not specified for more than 12 months, the reserved rights and interests shall become invalid. In principle, the criteria for determining the incentive objects reserved for grant shall be determined with reference to the criteria for the first grant.
The distribution of stock options granted by the incentive plan among incentive objects is shown in the table below:
Proportion of stock options granted by position to the total number of shares (10000) on the date of announcement of the plan during the period of stock grant proportion of total share capital
Middle managers and core technology (industry 128000 80.00% 1.026%)
Key personnel (184 persons)
Reserve 320.00 20.00% 0.256%
Total 160000 100.00% 1.282%
The distribution of restricted shares granted by the incentive plan among incentive objects is shown in the table below:
Proportion of restricted shares granted to restricted shares granted to the total number of job-related shares announced in the plan proportion of total daily share capital (10000 shares)
Wang Weifeng, deputy general manager 30.00 3.00% 0.024%
Xiang Jing, deputy general manager 30.00 3.00% 0.024%
Zhao Jun, deputy general manager 25.00 2.50% 0.020%
Yan Baoqiang, deputy general manager 30.00 3.00% 0.024%
Feng Mochun director and deputy general manager 25.00 2.50% 0.020%
Xing neon, deputy general manager and acting director
Meeting secretary and chief financial officer 28.00 2.80% 0.022%
Bai Bingjun, deputy general manager 20.00 2.00%
