Securities abbreviation: Zhongyan Technology Co.Ltd(003001) securities code: 003001 Shanghai Rongzheng Investment Consulting Co., Ltd
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Zhongyan Technology Co.Ltd(003001) adjust the number of reserved restricted shares in the restricted stock incentive plan in 2021 and grant the incentive object with matters related to the reserved restricted shares
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Independent financial advisor Report
January 2022
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1、 Interpretation 2. Statement 3. Basic assumptions 4. Opinions of independent financial advisor 5. Documents for future reference and consultation methods 12 I. interpretation 1 Listed company, company, the company, Zhongyan Technology Co.Ltd(003001) : refers to Zhongyan Technology Co.Ltd(003001) . 2. Equity incentive plan, restricted stock incentive plan, this incentive plan, incentive plan and this plan: refer to Zhongyan Technology Co.Ltd(003001) 2021 restricted stock incentive plan. 3. Restricted stock: refers to a certain number of shares of the company granted to incentive objects by the company according to the conditions and prices specified in the incentive plan. Such shares are set with a certain period of restricted sale period. The restricted sale and circulation can be lifted only after the conditions for lifting the restricted sale specified in the incentive plan are met. 4. Total share capital: refers to the total issued share capital of the company when the incentive plan is considered and approved by the general meeting of shareholders. 5. Incentive objects: middle managers and core backbones who have obtained restricted stocks in accordance with the provisions of this incentive plan. 6. Grant date: refers to the date on which the listed company grants rights and interests to the incentive object, and the grant date must be the trading day. 7. Grant price: the price determined when the listed company grants restricted shares to the incentive object and the incentive object obtains the shares of the listed company. 8. Restricted sale period: refers to the period during which restricted shares cannot be transferred, used to guarantee or repay debts when the conditions for the incentive object to exercise rights and interests set in the equity incentive plan have not been fulfilled, which shall be calculated from the date when the incentive object is granted restricted shares and the registration is completed. 9. Release period: the period during which the restricted shares held by the incentive object can be released and listed after the release conditions specified in the incentive plan are met. 10. Conditions for lifting the restriction on sales: according to the incentive plan, the conditions that must be met for the restricted shares obtained by the incentive object to be lifted. 11. 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 Administrative measures: refers to the administrative measures for equity incentive of listed companies Articles of association: refers to the Zhongyan Technology Co.Ltd(003001) 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 Zhongyan Technology Co.Ltd(003001) . 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 legality, authenticity Be responsible for accuracy, completeness and timeliness. The independent financial advisor shall not bear any risk liability arising therefrom.
(II) the independent financial adviser only gives opinions on whether the reserved granting of the restricted stock incentive plan is fair and reasonable to the shareholders of Zhongyan Technology Co.Ltd(003001) and its impact on the shareholders’ rights and interests and the sustainable operation of the listed company, which does not constitute any investment suggestions for Zhongyan Technology Co.Ltd(003001) and the possible risks to any investment decisions made by the investors according to this report, The independent financial advisor assumes no responsibility.
(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 adviser requests all shareholders of the listed company to carefully read the relevant information publicly disclosed by the listed company on the reserved grants of the restricted stock incentive plan.
(V) based on the principle of diligence, prudence and due diligence to all shareholders of the listed company, the independent financial adviser conducted in-depth investigation on the matters involved in the reserved grant of the restricted stock incentive plan and carefully reviewed the relevant materials. The scope of investigation includes the articles of association of the listed company, salary management measures, relevant resolutions of the board of directors and the general meeting of shareholders Financial reports of relevant companies, production and operation plans of the company, and effective communication with 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.
The independent financial adviser’s report is prepared in accordance with the requirements of laws, regulations and normative documents such as the company law, the securities law and the administrative measures, 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 on the reserved grants of this restricted stock incentive plan are true and reliable;
(IV) there are no other obstacles to the reserved grant of this restricted stock incentive plan, and all agreements involved can be effectively approved and finally completed on schedule;
(V) all parties involved in the reserved grant of this restricted stock incentive plan can fully perform all obligations in good faith 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、 Opinions of the independent financial adviser (I) approval procedures of the restricted stock incentive plan
Zhongyan Technology Co.Ltd(003001) the 2021 restricted stock incentive plan has completed the necessary approval procedures:
1. On January 19, 2021, the company held the 21st Meeting of the second board of directors, deliberated and adopted the proposal on the company’s restricted stock incentive plan in 2021 (Draft) and its summary, and the proposal on the company’s assessment and management measures for the implementation of the restricted stock incentive plan in 2021 Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive, etc. The independent directors expressed their independent opinions on the 2021 restricted stock incentive plan.
2. On January 19, 2021, the company held the 10th meeting of the second board of supervisors, deliberated and adopted the proposal on the company’s 2021 restricted stock incentive plan (Draft) and its summary, and the proposal on the company’s measures for the implementation and assessment of 2021 restricted stock incentive plan Proposal on verifying the list of incentive objects first granted by the company’s restricted stock incentive plan in 2021, etc.
3. From January 27, 2021 to February 7, 2021, the company publicized the list of incentive objects of the incentive plan within the company. During the publicity period, the board of supervisors of the company did not receive any objection related to the proposed incentive objects of the incentive plan. On February 8, 2021, the board of supervisors of the company issued the explanation and verification opinions of the board of supervisors on the publicity of the list of incentive objects of the restricted stock incentive plan in 2021.
4. On February 22, 2021, the company held the first extraordinary general meeting of shareholders in 2021, deliberated and adopted the proposal on the company’s restricted stock incentive plan (Draft) in 2021 and its summary, and the proposal on the company’s measures for the implementation and assessment of the restricted stock incentive plan in 2021 Proposals such as the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive, and disclosed the self inspection report on the trading of shares of the company by insiders and incentive objects of the restricted stock incentive plan in 2021.
5. On March 3, 2021, the company held the 22nd Meeting of the second board of directors and the 11th meeting of the second board of supervisors, deliberated and adopted the proposal on adjusting the matters related to the incentive plan of restricted shares in 2021 and the proposal on granting restricted shares to incentive objects for the first time. The independent directors have expressed their independent opinions on matters related to the equity incentive plan. The board of supervisors agreed to adjust the number of incentive objects and granted rights and interests, and agreed that 59 incentive objects were granted restricted shares in accordance with the relevant provisions of the incentive plan.
6. On January 14, 2022, the company held the 31st meeting of the second board of directors and the 19th meeting of the second board of supervisors, deliberated and adopted the proposal on adjusting the number of reserved restricted shares in the 2021 restricted stock incentive plan and granting reserved restricted shares to incentive objects. The independent directors have expressed their independent opinions on matters related to the equity incentive plan. The board of supervisors agreed to adjust the number of reserved restricted shares granted, and agreed that 10 incentive objects were granted restricted shares in accordance with the relevant provisions of the incentive plan.
In conclusion, the independent financial adviser believes that as of the date of issuance of this report, Zhongyan Technology Co.Ltd(003001) the reserved restricted shares granted to incentive objects have obtained the necessary approval and authorization, which is in line with the relevant provisions of the management measures and the 2021 restricted stock incentive plan. (II) explanation on adjusting the grant amount of some restricted shares reserved in the restricted stock incentive plan in 2021
According to the incentive plan and relevant regulations: if the company has matters such as conversion of capital reserve into share capital, distribution of stock dividends, share splitting, share allotment, share reduction, etc. from the date of announcement of the incentive plan to the completion of the registration of restricted shares by the incentive object, the number of restricted shares shall be adjusted accordingly.
On April 28, 2021, the company held the 2020 annual general meeting of shareholders, deliberated and passed the proposal on the plan for profit distribution and conversion of capital reserve into share capital in 2020, which distributed RMB 3.555725 in cash to all shareholders for every 10 shares based on 98385312 shares of the company’s total share capital, and converted capital reserve into 2.963104 shares for every 10 shares. The scheme has been implemented on May 14, 2021.
According to the provisions of the company’s restricted stock incentive plan in 2021, the number of restricted shares reserved for this grant is adjusted as follows:
Q＝Q0 × (1 + n) = 300000 shares * (1 + 0.2963104 shares) ≈ 388893 shares
Where: Q0 is the number of restricted shares before adjustment; N is the ratio of capital reserve per share converted into share capital, dividend distribution and share subdivision (i.e. the number of shares increased after conversion, share distribution or subdivision of each share); Q is the adjusted number of restricted shares.
(III) description of the restricted stock grant conditions
According to the provisions of the incentive plan, restricted shares can be granted to the incentive object only when the following conditions are met at the same time:
1. The company is not under any of the following circumstances:
(1) An audit report with a negative opinion or unable to express an opinion on the financial and accounting report of the most recent fiscal year issued by a certified public accountant;
(2) The internal control of the financial report of the most recent fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant;
(3) Failure to distribute profits in accordance with laws and regulations, the articles of association and public commitments within the last 36 months after listing;
(4) Equity incentive is not allowed according to laws and regulations;
(5) Other circumstances recognized by the CSRC.
2. The incentive object does not have any of the following circumstances:
(1) Being identified as inappropriate by the stock exchange within the last 12 months;
(2) It has been identified as an inappropriate candidate by the CSRC and its dispatched offices within the last 12 months;
(3) Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations within the last 12 months;
(4) Those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law;
(5) Those who are not allowed to participate in equity incentive of listed companies according to laws and regulations;
(6) Other circumstances recognized by the CSRC.
After verification, the independent financial adviser believes that as of the date of issuance of this report, Zhongyan Technology Co.Ltd(003001) and its incentive objects have not been under any of the above circumstances, and the granting conditions of the company’s restricted stock incentive plan have been met. (IV) reserved grant of restricted shares
1. Grant date: January 14, 2022
2. Number of shares granted: 388893
3. Stock source: the company issues A-Shares of common stock to the incentive object.
4. Number of persons granted: 10
5. Grant price: 10.57 yuan / share, which is not lower than the par value of the shares and not lower than the higher of the following prices:
(1) 50% of the average trading price of the company’s shares one trading day before the announcement of the decision of the board of directors to grant reserved restricted shares is 10.57 yuan / share;
(2) 50% of the average trading price of the company’s shares 60 trading days before the announcement of the decision of the board of directors to grant reserved restricted shares is 10.19 yuan / share.
6. The distribution of reserved restricted shares granted by the incentive plan is shown in the table below:
Proportion of restricted shares granted to the total number of shares of current share capital
(10000 shares)
Middle management and core backbone (10 persons) 38.8893 19.87% 0.30%
Note: the difference in mantissa between the sum of the total of the above calculation results and the direct addition of each detailed number is caused by rounding.
7. Validity period, sales restriction period and cancellation of the incentive plan
