Securities abbreviation: Shanghai Guao Electronic Technology Co.Ltd(300551) securities code: 300551 Shanghai Rongzheng Investment Consulting Co., Ltd
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Shanghai Guao Electronic Technology Co.Ltd(300551)
2022 restricted stock incentive plan (Draft)
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 13 v. opinions of independent financial adviser 14 (I) verification opinions on whether the Shanghai Guao Electronic Technology Co.Ltd(300551) 2022 restricted stock incentive plan complies with the policies and regulations 14 (II) verification opinions on the feasibility of the company’s equity incentive plan 14 (III) verification opinions on the scope and qualification of incentive objects 15 (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 15 (VI) verification opinions on the pricing method of the award price of the incentive plan (VII) verification opinions on whether the equity incentive plan damages the interests of the listed company and all shareholders 17 (VIII) financial opinions on the implementation of equity incentive plan of the company 17 (IX) verification opinions on the impact of the company’s implementation of equity incentive plan on the sustainable operation ability and shareholders’ rights and interests of listed companies 18 (x) opinions on the rationality of the performance appraisal system and appraisal methods of listed companies 18 (XI) others 19 (XII) other matters that should be explained 20 VI. documents for future reference and consultation methods 21 (I) documents for future reference 21 (II) consultation method 21 I. interpretation 1 Listed company, company, Shanghai Guao Electronic Technology Co.Ltd(300551) : refers to Shanghai Guao Electronic Technology Co.Ltd(300551) . 2. Equity incentive plan, restricted stock incentive plan and this incentive plan refer to the 2022 restricted stock incentive plan (Draft) of Shanghai gu’ao Electronic Technology Co., Ltd. 3. Restricted stock and class II restricted stock: the A-share common stock of the company obtained and registered by the incentive object meeting the grant conditions of the incentive plan after meeting the corresponding attribution conditions. 4. Incentive objects: directors, senior managers, middle managers and core backbone personnel of companies (including holding subsidiaries, the same below) that have obtained restricted shares in accordance with the provisions of the incentive plan. 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 of each restricted stock granted by the company to the incentive object. 7. Validity period: the period from the date of the first grant of restricted shares to the expiration of the ownership or invalidation of all the restricted shares granted to the incentive object. 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. Vesting conditions: the restricted stock incentive plan is established, and the incentive object is the benefit conditions required to obtain the incentive stock. 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 December 2020) 15 Self regulatory guidelines: refers to the self regulatory guidelines for companies listed on the gem of Shenzhen Stock Exchange No. 1 – business handling 16 Articles of association: refers to the Shanghai Guao Electronic Technology Co.Ltd(300551) articles of association CSRC: refers to the China Securities Regulatory Commission Stock Exchange: refers to Shenzhen Stock Exchange Yuan, 10000 yuan: refers to RMB yuan, 10000 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 Shanghai Guao Electronic Technology Co.Ltd(300551) . 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 gives opinions on whether the restricted stock incentive plan is fair and reasonable to Shanghai Guao Electronic Technology Co.Ltd(300551) shareholders, the impact on shareholders’ rights and interests and the sustainable operation of the listed company, does not constitute any investment suggestions for Shanghai Guao Electronic Technology Co.Ltd(300551) , 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 conducted in-depth investigation on the matters involved in 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 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 incentives of listed companies, the rules for the listing of shares on the gem of Shenzhen Stock Exchange (revised in December 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
Shanghai Guao Electronic Technology Co.Ltd(300551) 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 Shanghai Guao Electronic Technology Co.Ltd(300551) , 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
The total number of incentive objects granted in the incentive plan for the first time is 100, including:
1. Directors and senior managers;
2. Middle management;
3. Key personnel.
Among the above incentive objects, directors must be elected by the general meeting of shareholders, and senior managers must be appointed by the board of directors of the company. All incentive objects must have employment or labor relations with the company or its subsidiaries within the validity of the incentive plan.
The granting object of reserved rights and interests shall be defined 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 and legal opinions of the law firm, the company shall timely and accurately disclose the relevant information of the incentive object as required. If the incentive object is not specified for more than 12 months, the reserved rights and interests shall become invalid. The criteria for determining the reserved incentive object shall be determined with reference to the criteria for the first award.
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) 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.
The distribution of restricted shares granted by the incentive plan among incentive objects is shown in the table below:
Restricted shares granted
Accounting for the total number of awards and accounting for the number, name and number of job tickets at the time of announcement of this incentive plan (10000)
Proportion of total share capital of the company (shares)
1、 Directors and senior management
1 Li Ruiming, general manager 150.00 8.33% 0.49%
Director and Deputy General Manager
2 Jiang Xiaodan 30.00 1.67% 0.10%
Manager and financial director
Chapter 3 director and deputy general manager of Xiangyu 20.00 1.11% 0.07%
4. Director Hou Yaoqi 20.00 1.11% 0.07%
Subtotal 220.00 12.22% 0.72%
2、 Other incentive objects
Middle management and key personnel (96 persons) 1230.00 68.33% 4.05%
Reserved part 350.00 19.44% 1.15%
Total 1800.00 100.00% 5.92%
Note: 1. The shares of the company granted by any of the above incentive objects through all effective equity incentive plans do not exceed the total share capital of the company
1% of. The total number of subject shares involved in all equity incentive plans of the company within the validity period shall not exceed 20% of the total share capital of the company.
2. The incentive objects of the plan do not include independent directors, supervisors and foreign employees, nor do they include those who individually or jointly hold more than 5% of the shares of the company
Shareholders or actual controllers 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, and shall be proposed by the board of directors and approved by independent directors
After the company and the board of supervisors express clear opinions, lawyers express professional opinions and issue legal opinions, the company shall disclose them timely and accurately on the designated website as required
Relevant information of incentive objects.
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) 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 RMB common shares (A shares) to the incentive objects.
3. Number of restricted shares granted
The incentive plan plans to grant 18 million restricted shares to the incentive objects, accounting for 5.92% of the total share capital of 304047000 shares on the announcement date of the draft incentive plan. Among them, 14.5 million shares were granted for the first time, accounting for
