Securities abbreviation: Zhejiang Qianjiang Motorcycle Co.Ltd(000913) securities code: Zhejiang Qianjiang Motorcycle Co.Ltd(000913) Shanghai Rongzheng Investment Consulting Co., Ltd
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Zhejiang Qianjiang Motorcycle Co.Ltd(000913)
2022 restricted stock incentive plan (Draft)
Independent financial advisor Report
May 2022
catalogue
1、 Interpretation 3 II. Statement 4 III. basic assumptions 5 IV. main contents of this restricted stock incentive plan 6 (I) scope and distribution of incentive objects 6 (II) number of restricted shares granted 7 (III) validity period, grant date and relevant time arrangement after the grant of restricted shares 7 (IV) the granting price of restricted shares and the determination method of the granting price 10 (V) grant of incentive plan and release of restricted sales conditions 10 (VI) other contents of the incentive plan 14 v. opinions of independent financial adviser 15 (I) verification opinions on whether the restricted stock incentive plan meets the provisions of policies and regulations 15 (II) verification opinions on the feasibility of the company’s equity incentive plan 16 (III) verification opinions on the scope and qualification of incentive objects 16 (IV) verification opinions on the amount of equity granted under the equity incentive plan 17 (V) verification opinions on whether the listed company provides any form of financial assistance to the incentive object 17 (VI) verification opinions on whether the equity incentive plan damages the interests of the listed company and all shareholders 18 (VII) financial opinions on the implementation of equity incentive plan of the company 20 (VIII) opinions on the impact of the company’s implementation of equity incentive plan on the sustainable operation ability and shareholders’ equity of listed companies 20 (IX) opinions on the rationality of the performance appraisal system and methods of listed companies 21 (x) others 21 (XI) other matters that should be explained 22 VI. documents for future reference and consultation methods 24 (I) documents for future reference 24 (II) consultation method 24 I. interpretation 1 Listed company, company, Zhejiang Qianjiang Motorcycle Co.Ltd(000913) : refers to Zhejiang Qianjiang Motorcycle Co.Ltd(000913) . 2. Equity incentive plan, incentive plan and this plan: refers to the Zhejiang Qianjiang Motorcycle Co.Ltd(000913) 2022 restricted stock incentive plan (Draft). 3. Restricted stock and target stock: the incentive object obtains a certain number of Zhejiang Qianjiang Motorcycle Co.Ltd(000913) shares from the company according to the conditions specified in the restricted stock incentive plan. 4. Total share capital: refers to the total issued share capital of the company at the time of announcement of the incentive plan. 5. Incentive objects: directors, senior managers, middle managers, core technicians and backbones of the company who obtain restricted shares in accordance with the provisions of this incentive plan, excluding independent directors and supervisors. 6. 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. 7. Grant price: refers to the price of each restricted stock granted by the company to the incentive object. 8. Restricted sale period: refers to the period during which the restricted shares granted to the incentive object under the incentive plan are prohibited from being transferred, used for guarantee and debt repayment. The period is from the date when the incentive object is granted restricted shares to the date when the restricted shares are lifted. 9. 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 incentive plan are met. 10. Conditions for lifting the restriction on sales: refers to the conditions that must be met by the incentive object to lift the restriction on sales of restricted shares according to the restricted stock incentive plan. 11. Company Law: refers to the company law of the people’s Republic of China. 12. 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. 14. Articles of association: refers to Zhejiang Qianjiang Motorcycle Co.Ltd(000913) articles of association CSRC: refers to the China Securities Regulatory Commission. 16. Stock Exchange: refers to Shenzhen Stock Exchange. 17. 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 adviser’s report is based are provided by Zhejiang Qianjiang Motorcycle Co.Ltd(000913) and all parties involved in the plan have guaranteed to the independent financial adviser that all the 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 restricted stock incentive plan is fair and reasonable to Zhejiang Qianjiang Motorcycle Co.Ltd(000913) 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 Zhejiang Qianjiang Motorcycle Co.Ltd(000913) 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 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 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 previous board of directors and general meeting of shareholders, financial reports of the company in the last three years and the latest period 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 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 listed companies.
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、 Main contents of this restricted stock incentive plan
Zhejiang Qianjiang Motorcycle Co.Ltd(000913) the restricted stock incentive plan for 2022 is formulated by the remuneration and assessment committee under the board of directors of the listed company. According to the current policy environment in China and the actual situation of Zhejiang Qianjiang Motorcycle Co.Ltd(000913) of , the restricted stock incentive plan is adopted for the incentive objects of the company. This report of the independent financial adviser will give professional opinions on the Zhejiang Qianjiang Motorcycle Co.Ltd(000913) 2022 restricted stock incentive plan. (I) scope and distribution of incentive objects
There are 162 incentive objects involved in this incentive plan, including:
1. Directors and senior managers of the company;
2. Middle managers;
3. Core technical personnel and backbone.
The incentive objects of this 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 must be elected by the general meeting of shareholders of the company, and senior managers must be appointed by the board of directors of the company. All incentive objects must have employment, employment or labor relations with the company within the validity of the plan.
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 standard for determining the reserved incentive object shall be determined with reference to the standard for the first award.
The distribution of restricted shares granted by the incentive plan among incentive objects is shown in the table below:
The proportion of restricted shares granted to the total number of shares (10000 system shares, shares on the date of announcement) in the number of name, nationality and position shares of this incentive plan
1 Guo Dongshao, director and general manager of China 200.00 12.60% 0.44%
2 Wu Pinghui, deputy general manager of China 80.00 5.04% 0.18%
3 Jiang Chuanmin, CFO of China 60.00 3.78% 0.13%
4 Wang Haibin, Secretary of the board of directors of China 50.00 3.15% 0.11%
5 Cai Liangzheng, chief engineer of China 80.00 5.04% 0.18%
Other incentive objects (157 persons) 107000 67.42% 2.36%
Reserved part 47.00 2.96% 0.10%
Total 158700 100.00% 3.50%
Note: 1. The shares of the company granted by any of the above incentive objects through all effective equity incentive plans do not exceed 1% of the total share capital of the company. The total number of subject shares involved in all effective incentive plans of the company shall not exceed 10% of the total share capital of the company when the equity incentive plan is submitted to the general meeting of shareholders.
2. The incentive objects of this 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.
3. The incentive objects of the reserved part shall be determined within 12 months after the incentive 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 standard for determining the reserved incentive object shall be determined with reference to the standard for the first award.
4. If the total number in the above table is inconsistent with the mantissa of the sum of the sub item values, it is caused by rounding. (II) number of restricted shares granted
1. Stock source of this incentive plan
The source of the underlying stock involved in the incentive plan is the company’s directional issuance of A-share common stock to the incentive object.
2. Number of restricted shares granted
The number of restricted shares to be granted in the incentive plan is 15.87 million shares, accounting for about 3.50% of the total share capital of the company at the time of announcement of the draft incentive plan. Among them, 15.4 million shares were granted for the first time, accounting for about 3.40% of the total share capital of 453536 million shares at the time of the announcement of the draft incentive plan, and the part granted for the first time accounted for about 97.04% of the total equity granted this time; 470000 shares are reserved for grant, accounting for about 0.10% of the total share capital of 453536000 shares at the time of announcement of the draft incentive plan, and the reserved part accounts for about 2.96% of the total equity granted this time.
The total number of underlying shares involved in the equity incentive plan of the company within the whole validity period does not exceed 10% of the total share capital of the company at the time of announcement of the draft incentive plan. The cumulative number of shares of the company granted by any incentive object in the incentive plan through all equity incentive plans within the validity period does not exceed 1% of the total share capital of the company at the time of announcement of the draft incentive plan, and the proportion of reserved rights and interests does not exceed 20% of the number of rights and interests to be granted in the incentive plan. (III) validity period, grant date and relevant time arrangement after the grant of restricted shares
1. Validity period of this incentive plan
The validity period of this incentive plan shall be no more than 72 months from the date when the registration of the first grant of restricted shares is completed to the date when all the restricted shares granted to the incentive object are lifted or repurchased and cancelled.
2. Grant date of this incentive plan
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, and the grant date must be the trading day. The company shall grant restricted shares and complete the announcement and registration within 60 days after the deliberation and approval of the general meeting of shareholders. If the company fails to complete the above work within 60 days, the implementation of the incentive plan will be terminated and the non granted restricted shares will become invalid. For the reserved part, the awarding object of the reserved rights and interests must be specified within 12 months after the incentive plan is reviewed and approved by the general meeting of shareholders of the company. If the incentive object is not specified for more than 12 months, the reserved rights and interests will become invalid. The company shall not carry out restrictive within the following periods:
