Securities abbreviation: Huabao Flavours & Fragrances Co.Ltd(300741) securities code: 300741 Shanghai Rongzheng Investment Consulting Co., Ltd
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Huabao Flavours & Fragrances Co.Ltd(300741)
First phase restricted stock incentive plan (Draft)
of
Independent financial advisor Report
January 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) incentive mode, source and quantity 7 (III) validity period, grant date and ownership arrangement of restricted shares 8 (IV) grant price of restricted shares and determination method of grant price 9 (V) conditions for granting and attribution of incentive plan 10 (VI) other contents of the incentive plan 11 v. opinions of independent financial adviser 12 (I) verification opinions on whether the Huabao Flavours & Fragrances Co.Ltd(300741) restricted stock incentive plan complies with the policies and regulations. 12 (II) verification opinions on the feasibility of the company’s equity incentive plan 12 (III) verification opinions on the scope and qualification of incentive objects 12 (IV) verification opinions on the equity limit of equity incentive plan (V) verification opinions on whether the listed company provides any form of financial assistance to the incentive object 13 (VI) verification opinions on the pricing method of the award price of the incentive plan 14 (VII) verification opinions on whether the equity incentive plan damages the interests of the listed company and all shareholders 14 (VIII) financial opinions on the implementation of equity incentive plan of the company 15 (IX) verification opinions on the impact of the company’s implementation of equity incentive plan on the sustainable operation ability and shareholders’ equity of listed companies 16 (x) opinions on the rationality of the performance appraisal system and methods of listed companies 16 (XI) others 16 (XII) other matters that should be explained 17 I. interpretation 1 Listed company, company, Huabao Flavours & Fragrances Co.Ltd(300741) : refers to Huabao Flavours & Fragrances Co.Ltd(300741) . 2. the equity incentive plan, the restricted stock incentive plan and the incentive plan: the first limited stock incentive plan of the Limited by Share Ltd. 3. Restricted stock and class II restricted stock: the company’s shares obtained and registered by the incentive objects who meet the grant conditions of the incentive plan after meeting the corresponding attribution conditions. 4. Incentive objects: directors, senior managers, core management, technical and business personnel of the company (including holding subsidiaries) who obtain restricted shares in accordance with the incentive plan, as well as other personnel deemed necessary by the board of directors. 5. 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. 6. Grant price: refers to the price determined when the company grants restricted shares to the incentive object and the incentive object obtains the shares of the company. 7. Validity period: from the date of the first grant of restricted shares to the date when all the restricted shares granted to the incentive object are vested or invalid. 8. Ownership: refers to the behavior of the listed company to register the shares in the incentive object’s account after the restricted stock incentive object meets the benefit conditions. 9. Attribution conditions: refers to the benefit conditions established by the incentive plan and the incentive object is required to obtain the incentive shares. 10. Vesting date: after the restricted stock incentive object meets the benefit conditions, the date of completing the registration of the granted shares must be the trading day. 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 Listing Rules: refers to the Listing Rules of Shenzhen Stock Exchange gem (revised in 2020) 15 Articles of association: refers to the Huabao Flavours & Fragrances Co.Ltd(300741) articles of association CSRC: refers to the China Securities Regulatory Commission Stock Exchange: refers to Shenzhen Stock Exchange Yuan: refers to RMB yuan.
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 Huabao Flavours & Fragrances Co.Ltd(300741) . All parties involved in the incentive 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 expresses opinions on whether the restricted stock incentive plan is fair and reasonable to Huabao Flavours & Fragrances Co.Ltd(300741) shareholders, the impact on shareholders’ rights and interests and the sustainable operation of the listed company, does not constitute any investment suggestions for Huabao Flavours & Fragrances Co.Ltd(300741) , and does not bear any responsibility for the possible risks arising from any investment decisions made by investors according to 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 principle 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 relevant materials. The scope of investigation includes the articles of association of the listed company, relevant resolutions of the board of directors, general meeting of shareholders, financial reports of relevant companies, etc, We have effectively communicated with the relevant personnel of the listed company, issued this independent financial advisory report on this basis, and are responsible for the authenticity, accuracy and completeness of the report.
The independent financial adviser’s 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, the rules for the listing of shares on the gem of Shenzhen Stock Exchange (revised in 2020) and other laws, regulations and normative documents, 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 the incentive plan are true and reliable;
(IV) there are no other obstacles to the incentive plan, and all agreements involved can be effectively approved and finally completed on schedule;
(V) all parties involved in the 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
Huabao Flavours & Fragrances Co.Ltd(300741) the first restricted stock incentive plan 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 Huabao Flavours & Fragrances Co.Ltd(300741) , this restricted stock incentive plan is implemented for the incentive objects of the company. This report of the independent financial adviser will give professional opinions on the restricted stock incentive plan. (I) scope and distribution of incentive objects
1. In principle, the incentive objects of the incentive plan are limited to the current directors, senior managers, core management, technical and business personnel of the company and those who play an important role in the operation and development of the company. A total of 63 incentive objects were granted for the first time, accounting for 6.46% of the total number of 975 registered employees of the company as of December 31, 2021. All incentive objects must work in the company or holding subsidiaries during the assessment period of the plan, and have signed labor contracts or employment contracts with the company or holding subsidiaries.
The incentive object does not have the following circumstances that cannot become an incentive object:
(1) Being identified as an inappropriate candidate by the stock exchange within the last 12 months;
(2) Those who have been identified as inappropriate candidates 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) Having the circumstances under which it is prohibited to participate in the equity incentive of a listed company according to laws and regulations;
(6) Other circumstances recognized by the CSRC.
2. The distribution of restricted shares granted by the incentive plan among incentive objects is shown in the table below:
Restricted shares granted restricted shares granted name of restricted shares granted number of job tickets (10000 shares) proportion of shares in the total number of granted shares in the current total shares
1、 Directors and senior management
Chairman Xia Liqun 260 11.50% 0.42%
Li Jie co chairman 260 11.50% 0.42%
Yuan Xiaoqin director and President 120 5.31% 0.19%
Cai Wenhui, vice president 80 3.54% 0.13%
Restricted shares granted restricted shares granted name of restricted shares granted number of job tickets (10000 shares) proportion of shares in the total number of granted shares in the current total shares
Ren Miao, director and vice president 80 3.54% 0.13%
Vice President Li Xiaojun 80 3.54% 0.13%
Zhang Jie, vice president and chief financial officer 50 2.21% 0.08%
Hou Xiaoqin, vice president and Secretary of the board of directors 40 1.77% 0.06%
2、 Core management, technology, business personnel and directors 1025 45.35% 1.66%
Other personnel that will be deemed to need motivation (55 persons in total)
3、 Total of the first grant part 1995 88.27% 3.24%
4、 Reserved restricted shares 265 11.73% 0.43%
Total 2260 100.00% 3.67%
1. The shares of the company granted to any of the above incentive objects through all effective equity incentive plans do not exceed 1% of the total share capital of the company.
2. None of the incentive objects of the plan has participated in the equity incentive plans of two or more listed companies.
3. When the incentive object is a shareholder or a director of the company or has an associated relationship with it, the corresponding shareholder or director shall perform the obligation of avoiding voting.
4. The incentive objects of the plan do not include independent directors, supervisors, shareholders or actual controllers who hold more than 5% of the shares of the listed company alone or in total, as well as their spouses, parents and children.
5. 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 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 incentive objects on the designated website as required. (II) incentive mode, source and quantity
1. Incentive mode of this incentive plan
The incentive tool adopted in this incentive plan is the second type of restricted stock.
2. Stock source of this incentive plan
The source of the underlying stock involved is the company’s directional issuance of A-Shares of common stock to the incentive object.
3. Number of restricted shares granted
The incentive plan intends to grant 22.6 million restricted shares to the incentive objects, accounting for about 3.67% of the company’s total share capital of 615.88 million shares at the time of announcement of the draft incentive plan. Among them, 1995 million shares were granted for the first time, accounting for about 3.24% of the total share capital of the company when the draft incentive plan was announced, and the part granted for the first time accounted for 88.27% of the total equity granted this time; 2.65 million shares are reserved, accounting for about 30% of the incentive plan
