Securities abbreviation: Shentong Technology Group Co.Ltd(605228) securities code: 605228 Shanghai Rongzheng Investment Consulting Co., Ltd
about
Shentong Technology Group Co.Ltd(605228)
Restricted stock incentive plan for 2021
Matters related to adjustment and initial grant
of
Independent financial advisor Report
January 2002
catalogue
1、 Interpretation 3 II. Statement 4 III. basic assumptions 5 IV. opinions of independent financial adviser 6 (I) the approval procedures for the incentive plan have been fulfilled 6 (II) explanation on whether there is any difference between the granted rights and interests and the equity incentive plan deliberated and adopted by the general meeting of shareholders 7 (III) description of the achievements of the restricted stock grant conditions 7 (IV) details of the restricted shares granted this time 8 (V) description of the impact of the implementation of this incentive plan on the financial status and operating results of relevant years 10 (VI) concluding observations 10 v. documents for future reference and consultation methods 11 (I) documents for future reference 11 (II) consultation method 11 I. interpretation Shentong Technology Group Co.Ltd(605228) . Listed companies refer to Shentong Technology Group Co.Ltd(605228) companies and companies
Independent financial consultant refers to Shanghai Rongzheng Investment Consulting Co., Ltd
This incentive plan and this plan refer to Shentong Technology Group Co.Ltd(605228) 2021 restricted stock incentive plan
Restricted stocks and class I companies grant a certain number of restricted stocks to the incentive objects according to the conditions and prices specified in the incentive plan. These stocks 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
According to the provisions of this incentive plan, the incentive objects of directors and senior managers of the company who obtain restricted shares refer to employees, core managers, core technical (business) personnel and other employees that the board of directors of the Company deems necessary to be encouraged
The grant date refers to the date on which the company grants restricted shares to the incentive object, which must be the trading day
Grant price refers to the price of each restricted stock granted by the company to the incentive object
The validity period refers to the period from the completion of the registration of the restricted shares granted for the first time to the date when all the restricted shares granted to the incentive object are lifted or repurchased
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 release period refers to the period during which the restricted shares held by the incentive object can be released and listed for circulation after the release conditions 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 according to the incentive plan
Company Law refers to the company law of the people’s Republic of China
Securities Law means the securities law of the people’s Republic of China
The Administrative Measures refer to the administrative measures for equity incentive of listed companies
Articles of association means the Shentong Technology Group Co.Ltd(605228) articles of association
CSRC refers to the China Securities Regulatory Commission
Stock exchange and Shanghai Stock Exchange refer to Shanghai Stock Exchange
Yuan and 10000 yuan refer to RMB yuan and 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 Shentong Technology Group Co.Ltd(605228) . All parties involved in the plan have assured the independent financial adviser that all the documents and materials provided for the issuance of 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 adjustment of the restricted stock incentive plan and the first grant are fair and reasonable to the shareholders of Shentong Technology Group Co.Ltd(605228) , and the impact on the shareholders’ rights and interests and the continuous operation of the listed company, which does not constitute any investment suggestions for Shentong Technology Group Co.Ltd(605228) and the possible risks arising from 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 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 adjustment of the restricted stock incentive plan and the first grant, and carefully reviewed the relevant materials. The scope of the investigation includes the articles of Association of the listed company, salary management measures, relevant board of directors Resolutions of 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 the company law, securities law, administrative measures and other laws, regulations and normative documents and the relevant materials provided by the listed company.
The independent financial advisor’s report issued by the independent financial advisor is based on the following assumptions: (I) there is no significant change in the current relevant laws, regulations and policies of the country;
(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 adjustment of the incentive plan and the first grant, 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、 Opinions of the independent financial adviser (I) the approval procedures of the incentive plan have been performed
Shentong Technology Group Co.Ltd(605228) the 2021 restricted stock incentive plan has fulfilled the necessary approval procedures:
1. On December 24, 2021, the company held the third 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 The proposal on the management measures for the implementation and assessment of the company’s restricted stock incentive plan in 2021 and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s restricted stock incentive plan in 2021, etc. The independent directors of the company have expressed their independent opinions on the relevant proposals of the incentive plan.
On the same day, the company held the third meeting of the second session of the board of supervisors, deliberated and adopted the proposal on the company’s restricted stock incentive plan in 2021 (Draft) and its summary, the proposal on the company’s assessment and management measures for the implementation of the restricted stock incentive plan in 2021, and the proposal on verifying the list of incentive objects of the company’s restricted stock incentive plan in 2021, The board of supervisors of the company verified the relevant matters of the incentive plan and issued relevant verification opinions.
2. From December 26, 2021 to January 4, 2022, the company publicized the names and positions of the incentive objects to be granted for the first time in the incentive plan within the company. During the publicity period, the board of supervisors of the company did not receive any objection feedback. On January 5, 2022, the company disclosed the announcement and verification opinions of the board of supervisors on the list of incentive objects of the company’s restricted stock incentive plan in 2021.
3. On January 10, 2022, the company held the first extraordinary general meeting of shareholders in 2022, deliberated and adopted the proposal on the company’s restricted stock incentive plan in 2021 (Draft) and its summary Proposal on the management measures for the implementation and assessment of the company’s restricted stock incentive plan in 2021 and proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s restricted stock incentive plan in 2021. The company’s implementation of the incentive plan is approved, and the board of directors is authorized to determine the grant date, grant restricted shares to the incentive object when the incentive object meets the conditions, and handle all matters necessary for the grant. On the same day, the company disclosed the self inspection report on the trading of the company’s shares by insiders of the restricted stock incentive plan in 2021.
4. On January 19, 2022, the company held the sixth meeting of the second board of directors and the fifth meeting of the second board of supervisors, deliberated and adopted the proposal on adjusting matters related to the 2021 restricted stock incentive plan and the proposal on granting restricted shares to incentive objects for the first time. The board of supervisors of the company checked and issued verification opinions on the matters related to the first grant, and the independent directors of the company issued independent opinions on the relevant matters.
In conclusion, the independent financial adviser believes that as of the date of issuance of this report, Shentong Technology Group Co.Ltd(605228) the adjustment of the equity incentive plan and the first grant have obtained the necessary approval and authorization, and comply with the relevant laws, regulations, normative documents and the relevant provisions of the company’s incentive plan. (II) explanation on whether there is any difference between the granted rights and interests and the equity incentive plan deliberated and adopted by the general meeting of shareholders
Whereas, among the incentive objects granted for the first time by the company in this incentive plan, one person voluntarily gives up subscribing for all 100000 restricted shares to be granted by the company for personal reasons, according to the relevant provisions of the incentive plan and the authorization of the first extraordinary general meeting of shareholders in 2022, The board of directors of the company shall adjust the list of incentive objects and the number of restricted shares granted for the first time in the incentive plan.
After the above adjustments, the number of incentive objects granted for the first time in the incentive plan is adjusted from 37 to 36, and the total amount of restricted shares granted remains unchanged at 5 million shares, of which the first grant part is adjusted from 4.65 million shares to 4.55 million shares, and the reserved grant part is adjusted from 350000 shares to 450000 shares. In addition, other contents of the incentive plan are consistent with the relevant contents deliberated and approved by the first extraordinary general meeting of shareholders in 2022.
In conclusion, the independent financial adviser believes that as of the date of issuance of this report, Shentong Technology Group Co.Ltd(605228) the relevant matters related to the adjustment of the equity incentive plan have obtained the necessary approval and authorization, the adjustment procedures are legal and compliant, and there is no situation damaging the interests of the company and all shareholders. (III) description of the achievements of the restricted stock grant conditions
According to relevant laws and regulations and the relevant provisions of the incentive plan, the restricted shares granted to the incentive object shall meet the following grant conditions 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, articles of association and public commitments within 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 situations:
(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, Shentong Technology Group Co.Ltd(605228) and the incentive object have not been under any of the above circumstances, and the conditions for the first grant of the company’s restricted stock incentive plan have been met. (IV) details of the restricted shares granted this time
1. First grant date: January 19, 2022;
2. Number of First grants: the number of equity grants this time is 4.55 million shares, accounting for 1.08% of the total capital stock of the company at the time of announcement of the draft incentive plan of 420 million shares.
3. Number of persons granted for the first time: 36.
4. Grant price: 4.69 yuan / share.
5. Stock source: the company’s A-share common stock issued by the company to the incentive object.
6. The validity period, sales restriction period and release arrangement of the incentive plan:
(1) Validity of this incentive plan
The validity period of this incentive plan is from the date of completing the registration of the restricted shares granted for the first time to the date when all the restricted shares granted to the incentive object are lifted or repurchased, with a maximum of 60 months. (2) Limitations of this incentive plan
