Soochow Securities Co.Ltd(601555)
about
Jiangsu Nata Opto-Electronic Material Co.Ltd(300346)
Restricted stock incentive plan for 2022
(Draft)
of
Independent financial advisor Report
Independent financial advisor
Date of signature: January 2002
catalogue
catalogue two
Chapter I interpretation four
Chapter II statement 6 Chapter III basic assumptions Chapter IV main contents of this restricted stock incentive plan eight
1、 Scope and distribution of incentive objects eight
2、 Number of restricted shares granted nine
3、 Timing of restricted stock incentive plan nine
4、 Conditions for the grant and release of restricted shares twelve
(I) conditions for granting restricted shares twelve
(II) conditions for lifting the restrictions on the sale of restricted shares thirteen
5、 The granting price of restricted shares and the determination method of the granting price fifteen
6、 Other contents of the incentive plan 16 Chapter V opinions of independent financial adviser seventeen
1、 Verification opinions on whether the restricted stock incentive plan complies with the policies and regulations seventeen
2、 Verification opinions on the feasibility of the company’s equity incentive plan eighteen
3、 Verification opinions on the scope and qualification of incentive objects eighteen
4、 Verification opinions on the amount of equity granted under the equity incentive plan nineteen
5、 Verification opinions on the exercise price and grant price of the equity incentive plan Vi. verification opinions on whether the listed company provides any form of financial assistance for the incentive object VII. Verification opinions on whether the equity incentive plan damages the interests of the listed company and all shareholders
…… twenty-one
8、 Opinions on the financial calculation of the company’s implementation of equity incentive plan IX. impact of the company’s implementation of restricted stock incentive plan on the sustainable operation ability and shareholders’ equity of listed companies
My opinion twenty-two
10、 Opinions on the rationality of the performance appraisal system and methods of listed companies twenty-three
11、 Others twenty-four
Chapter VI other matters that should be explained 25 Chapter VII documents for future reference twenty-six
Chapter I interpretation
Unless otherwise specified, the following abbreviations are defined in this incentive plan as follows:
Company, joint stock company, means Jiangsu Nata Opto-Electronic Material Co.Ltd(300346)
Jiangsu Nata Opto-Electronic Material Co.Ltd(300346)
Independent financial advisor refers to Soochow Securities Co.Ltd(601555)
The Soochow Securities Co.Ltd(601555) independent financial advisory report on Jiangsu Jiangsu Nata Opto-Electronic Material Co.Ltd(300346) Materials Co., Ltd. refers to the independent financial advisory report of the company’s restricted stock incentive plan (Draft) in 2022
This incentive plan / this plan refers to Jiangsu Nata Opto-Electronic Material Co.Ltd(300346) 2022 restricted stock incentive plan (Draft)
The first type of restricted stock refers to a certain number of shares of the company whose transfer is restricted granted by the company to the incentive object according to the conditions specified in the incentive plan
Incentive object refers to the person entitled to restricted shares under this incentive plan
Senior managers refer to Jiangsu Nata Opto-Electronic Material Co.Ltd(300346) general manager, deputy general manager, Secretary of the board of directors, chief financial officer and chief technical officer
Total share capital refers to the total issued share capital of the company when the general meeting of shareholders approves the incentive plan
Restricted stock grant date refers to the date Jiangsu Nata Opto-Electronic Material Co.Ltd(300346) grants the subject stock to the incentive object. The grant date is determined by the board of directors and needs to be the trading day
Grant price refers to the price paid by the incentive object when Jiangsu Nata Opto-Electronic Material Co.Ltd(300346) grants each underlying stock to the incentive object
The 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 date of lifting the restriction on sale refers to the date on which the restricted shares held by the incentive object are lifted after the conditions for lifting the restriction on sale specified in the incentive plan are met
The conditions for lifting the restriction on sales refer to the conditions that must be met for the restricted shares obtained by the incentive object to be lifted
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Zhongdeng Shenzhen branch refers to Shenzhen Branch of China Securities Depository and Clearing Co., Ltd
Remuneration and assessment committee refers to the remuneration and assessment committee established under the Jiangsu Nata Opto-Electronic Material Co.Ltd(300346) board of directors
Company law means the company law of the people’s Republic of China
Securities Law means the securities law of the people’s Republic of China
The Listing Rules refer to the Listing Rules of Shenzhen Stock Exchange on the gem
Incentive management measures refer to the measures for the management of equity incentive of listed companies
“Guidelines for handling equity incentive” refers to “section II equity incentive” of “guidelines for self discipline supervision of companies listed on the gem of Shenzhen Stock Exchange No. 1 – business handling”
Articles of association means the Jiangsu Nata Opto-Electronic Material Co.Ltd(300346) articles of association
The assessment management measures refer to the assessment management measures for the implementation of Jiangsu Nata Opto-Electronic Material Co.Ltd(300346) 2022 restricted stock incentive plan
Yuan means RMB yuan
Note: 1. Unless otherwise specified, the financial data and financial indicators quoted in this report refer to the financial data in the consolidated statement and the financial indicators calculated based on such financial data.
2. If there is any difference in the mantissa between the sum of some totals and each breakdown in this report, it is caused by rounding.
Chapter II declaration
(I) the documents and materials on which the independent financial adviser’s report is based are provided by Jiangsu Nata Opto-Electronic Material Co.Ltd(300346) . 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 equity incentive plan is fair and reasonable to Jiangsu Nata Opto-Electronic Material Co.Ltd(300346) shareholders, the impact on shareholders’ rights and interests and the sustainable operation of the listed company, does not constitute any investment suggestions for Jiangsu Nata Opto-Electronic Material Co.Ltd(300346) , 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 equity 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 consultant has conducted in-depth investigation on the matters involved in the equity incentive plan and carefully reviewed the relevant materials. The scope of investigation includes the draft incentive plan, assessment management measures, documents of the third meeting, Jiangsu Nata Opto-Electronic Material Co.Ltd(300346) regular reports and audit reports Based on the relevant materials of incentive objects, relevant laws and regulations on equity incentive, Jiangsu Nata Opto-Electronic Material Co.Ltd(300346) and relevant statements and commitments of incentive objects, this independent financial consultant 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 and the administrative measures, and based on the relevant materials provided by the listed company.
Chapter III 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 the equity incentive plan, and all agreements involved can be effectively approved and finally completed on schedule;
(V) all parties involved in this equity 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.
Chapter IV main contents of this restricted stock incentive plan
Jiangsu Nata Opto-Electronic Material Co.Ltd(300346) the restricted stock incentive plan for 2022 is formulated by the salary 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 Jiangsu Nata Opto-Electronic Material Co.Ltd(300346) , the equity incentive plan is adopted for the incentive objects of the company. The independent financial adviser will give professional opinions on the company’s equity incentive plan. 1、 Scope and distribution of incentive objects
1. The total number of incentive objects granted by the incentive plan is 1, which is the deputy general manager and technical director of the company when the company announces the incentive plan.
The incentive object must work in the company (including the holding subsidiary) at the time of grant and within the assessment period of the incentive plan, and sign a labor or employment contract with the company or the holding subsidiary of the company.
The incentive objects granted by 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.
The incentive object of this incentive plan is the foreign employees introduced by the company. The reason why the company includes them in this incentive plan is that the foreign incentive object is the deputy general manager and technical director introduced by the company, has 20 years of experience in semiconductor lithography and process R & D and production, and has LED and participated in the R & D of multiple advanced technology nodes; He has rich experience in advanced lithography technology, advanced circuit design methods represented by three-dimensional semiconductor devices (FinFET) and multiple imaging, and Design Technology Co optimization of circuit design and manufacturing, which plays an important role in the company’s technology R & D and strategic development; After entering the company, he works full-time in China. Through this incentive plan, he will further promote the construction and stability of the company’s core talent team, so as to contribute to the long-term development of the company. 2. Distribution of restricted shares granted by the incentive plan among incentive objects
The company plans to grant a total of no more than 400000 restricted shares to the incentive objects, accounting for 0.09% of the total share capital of 422181400 shares at the time of announcement of the incentive plan.
Unit: 10000 shares
Name and position the proportion of the total amount of restricted grants granted to the total amount of grants granted to the total number of current shares the proportion of the former total share capital
Yuan Lei, deputy general manager and technical 40 director
Total (1 person) 40 100% 0.09%
2、 Number of restricted shares granted
1. Stock source of this incentive plan
The incentive tool adopted in this incentive plan is restricted stock (class I restricted stock). The stock source of this incentive plan is the company’s A-share common stock repurchased from the secondary market.
2. Number of restricted shares granted
The company plans to grant a total of no more than 400000 restricted shares to the incentive objects, accounting for 0.09% of the total share capital of 422181400 shares at the time of announcement of the incentive plan.
The number of the company’s equity incentive plan in the previous period is 1.21 million shares, and the total number of subject shares involved in all equity incentive plans in the period of validity is 1.61 million shares, which does not exceed 10% of the total share capital of the company at the time of announcement of this incentive plan. The shares of the company granted by any incentive object in the plan through all the equity incentive plans within the validity period shall not exceed 1% of the total share capital of the company when the plan is submitted to the general meeting for deliberation at the time of announcement.
During the period from the announcement date of the plan to the completion of the restricted stock registration of the incentive object, if the company has matters such as conversion of capital reserve into share capital, distribution of stock dividends, share subdivision or reduction, allotment and so on, the restricted stock shall be issued
