Securities code: 601678 securities abbreviation: Befar Group Co.Ltd(601678) Shanghai Rongzheng Investment Consulting Co., Ltd
about
First phase employee stock ownership plan (Draft)
of
Independent financial advisor Report
January 2022
catalogue
1、 Interpretation 4 II. Statement 5 III. basic assumptions 6 IV. main contents of employee stock ownership plan 7 (I) total amount of this ESOP 7 (II) participants, determination criteria and holders of ESOP 7 (III) stock source, scale, capital source and purchase price of employee stock ownership plan 9 (IV) duration, lock-in period and performance evaluation of employee stock ownership plan 10 (V) management mode of employee stock ownership plan 13 (VI) change and termination of employee stock ownership plan and disposal of holder’s rights and interests 18 (VII) other contents of employee stock ownership plan V. verification opinions of the independent financial consultant on the employee stock ownership plan 22 (I) verification opinions on whether the ESOP complies with policies and regulations 22 (II) verification opinions on the feasibility of the company’s implementation of the employee stock ownership plan 23 (III) impact of the implementation of the employee stock ownership plan on the company’s sustainable operation ability and shareholders’ equity 25 VI. conclusion 26 VII. Matters to be brought to the attention of investors 26 VIII. Documents for future reference and consultation methods 26 (I) documents for future reference 26 (II) consultation method twenty-seven
1、 Interpretation
In this independent financial adviser’s report, unless the context otherwise requires, the following abbreviations refer to the following meanings:
Befar Group Co.Ltd(601678) , listed company, company refers to Befar Group Co.Ltd(601678)
Independent financial consultant refers to Shanghai Rongzheng Investment Consulting Co., Ltd
Independent financial advisory report of Shanghai Rongzheng Investment Consulting Co., Ltd. on Binhua group refers to the independent financial advisory report of the first phase of employee stock ownership plan (Draft) of the company
Employee stock ownership plan and this employee stock ownership plan refer to Befar Group Co.Ltd(601678) the first employee stock ownership plan
The draft employee stock ownership plan and the draft plan refer to the Befar Group Co.Ltd(601678) first phase employee stock ownership plan (Draft)
The holder indicates the employees of the company who participate in the employee stock ownership plan
Holder’s meeting means the meeting of holders of employee stock ownership plans
Management Committee means the Management Committee of the employee stock ownership plan
Measures for the administration of employee stock ownership plan refers to the measures for the administration of Befar Group Co.Ltd(601678) first phase employee stock ownership plan
The underlying stock refers to the company’s stock to be granted under the employee stock ownership plan
CSRC refers to the China Securities Regulatory Commission
Shanghai stock exchange refers to Shanghai Stock Exchange
Yuan, ten thousand yuan and one hundred million yuan refer to RMB yuan, ten thousand yuan and one hundred million yuan
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 guiding opinions refer to the guiding opinions on the pilot implementation of ESOP by listed companies
Articles of association means the Befar Group Co.Ltd(601678) articles of association
Note: if there is any difference in the mantissa between the sum of part of the total and each number in the independent financial adviser’s report, it will be ignored
These differences are caused by rounding.
2、 Statement
The independent financial consultant accepts Befar Group Co.Ltd(601678) to be employed as the independent financial consultant for the implementation of the employee stock ownership plan of the company. In accordance with the relevant provisions of the guiding opinions, and based on the information provided by Befar Group Co.Ltd(601678) and the information publicly disclosed, the independent financial consultant issues this independent financial consultant report on the feasibility of Befar Group Co.Ltd(601678) the employee stock ownership plan and whether it is conducive to the sustainable development of the company Whether it damages the interests of the company and its impact on the interests of shareholders, and express objective and impartial professional opinions.
This independent financial adviser’s report states:
(I) the information on which this report is based is provided by Befar Group Co.Ltd(601678) or comes from the information publicly disclosed by Befar Group Co.Ltd(601678) . Befar Group Co.Ltd(601678) guarantees that all materials and information provided by Befar Group Co.Ltd(601678) are true, accurate and complete without false records, major omissions or misleading statements, and assumes full responsibility for the authenticity, accuracy and integrity of materials and information;
(II) the independent financial advisor issues this report with a professional attitude of honesty, trustworthiness, diligence and responsibility, and is responsible for the authenticity, accuracy and completeness of this report;
(III) the purpose of this report is to give opinions on the matters of the employee stock ownership plan, which does not constitute any investment suggestions for Befar Group Co.Ltd(601678) , and the independent financial adviser is not responsible for the possible risks arising from any investment decisions made by the investors according to this report;
(IV) the independent financial adviser’s report invites investors to carefully read the full text of the announcement and relevant annexes of the employee stock ownership plan issued by Befar Group Co.Ltd(601678) ;
(V) this report is only used for Befar Group Co.Ltd(601678) the purposes specified in the guidance when implementing the ESOP, and shall not be used for other purposes. 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.
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) Befar Group Co.Ltd(601678) the materials and information provided and publicly disclosed are true, accurate and complete;
(III) all parties involved in the implementation of the employee stock ownership plan can abide by the principle of good faith and fully perform all their obligations in accordance with the plan of the employee stock ownership plan and the terms of relevant agreements;
(IV) there are no other major adverse effects caused by unforeseen and force majeure.
4、 Main contents of the ESOP (I) total amount of the ESOP
The share source of the ESOP is the shares repurchased by the company’s special securities account for repurchase, and the scale of the underlying shares involved does not exceed 3939953 shares, accounting for 2.00% of the total share capital of the company. The specific number of shares is determined by the actual contribution of employees, and the company will timely perform the obligation of information disclosure as required. (II) participants, determination criteria and holders of ESOP
1. Determination of participants and determination criteria of employee stock ownership plan
The company determines in accordance with the company law, securities law, guiding opinions and other relevant laws, regulations, normative documents and the relevant provisions of the articles of association. The company’s employees participate in the employee stock ownership plan in accordance with the principles of legal compliance, voluntary participation and risk bearing.
Under any of the following circumstances, it cannot become the holder of the employee stock ownership plan:
(1) Being denounced or declared inappropriate by the stock exchange in the last three years;
(2) Being given administrative punishment by the CSRC for major violations of laws and regulations in the last three years;
(3) In the last three years, serious damage has been caused to the interests, reputation and image of the company due to the disclosure of state or company secrets, corruption, theft, embezzlement, bribery, dereliction of duty, or dereliction of duty and other acts in violation of national laws and regulations, or acts in violation of public order, good customs, professional ethics and ethics;
(4) Circumstances determined by the board of directors that it cannot become the holder of the employee stock ownership plan;
(5) Other circumstances specified in relevant laws, regulations or normative documents that cannot become the holder of the employee stock ownership plan.
The participants of the ESOP are directors (excluding independent directors), supervisors, senior managers and middle managers of the company. All participants are required to work in the company and sign labor contracts or employment contracts with the company.
2. Holders of ESOP
The employee stock ownership plan takes “shares” as the subscription unit, each share is 1 yuan, and the upper limit of the number of shares of the employee stock ownership plan is 118.199859 million. The specific shares held by the holders of the employee stock ownership plan are determined according to the actual contributions of employees.
The total number of directors (excluding independent directors), supervisors, senior managers and middle managers of the company participating in the employee stock ownership plan shall not exceed 267 (excluding participants receiving reserved shares), including 12 directors, supervisors and senior managers participating in the employee stock ownership plan. These personnel do not form a person acting in concert with the employee stock ownership plan.
The specific proportion of subscribed shares is shown in the table below:
Proportion of shares corresponding to the upper limit of subscription shares in the upper limit of share holding plan (10000 shares) of the employee’s name and position (10000 shares)
Chairman Yu Jiang 146.31 48.77 1.24%
2 directors and President of Yuanbin 146.31 48.77 1.24%
3 Liu Hongan, director and vice president 146.31 48.77 1.24%
4 Xu Fengjiu, vice president 146.31 48.77 1.24%
5 vice president Yang Zhenjun 146.31 48.77 1.24%
6 Dong Hongbo vice president 146.31 48.77 1.24%
7 Kong Xiangjin CFO 146.31 48.77 1.24%
8 Li Fang, Secretary of the board of directors 146.31 48.77 1.24%
9 Liu Feng, chairman of the board of supervisors 131.67 43.89 1.11%
10 Li Mintang supervisor 131.67 43.89 1.11%
11 Yan Jinfu supervisor 43.89 14.63 0.37%
12 Chen Lei supervisor 43.89 14.63 0.37%
255 other personnel 9118.12 3039.37 77.14%
Reserved 1180.28 393.43 9.99%
Total 11819.9859 3939.9953 100.00%
Note: 1. The shares of the participant in the final subscription of the shareholding plan shall be subject to the actual capital contribution. If the holder fails to pay the subscription funds on time and in full, he will automatically lose the corresponding subscription rights.
2. After the implementation of the employee stock ownership plan, the total number of shares held by all effective employee stock ownership plans shall not exceed 10% of the total share capital of the company, and the number of subject shares corresponding to the share of employee stock ownership plan held by any holder shall not exceed 1% of the total share capital of the company.
If some employees give up the subscription, the board of directors authorizes the management committee to redistribute the equity share to other qualified employees or count it into the reserved share.
In order to meet the needs of the company’s sustainable development and attract and retain the company’s outstanding talents, it is planned to reserve 11.8028 million shares in the current ESOP as the reserved shares, accounting for about 10% of the total shares in the current ESOP. The allocation plan of reserved shares (including but not limited to determining the participants and subscription price) shall be determined by the management committee within 12 months from the date of the company’s announcement of the first transfer of the subject shares to the name of the employee stock ownership plan. The reserved shares will be transferred to the shares repurchased by the company through non trading transfer and other ways permitted by laws and regulations. If the reserved shares of the employee stock ownership plan are not transferred within the specified time, the remaining shares shall be cancelled by the company.
Whether the qualification of the holder and other information of the lawyer employed by the company comply with the company law, securities law, guiding opinions, etc
