Securities abbreviation: Zhejiang Tiantie Industry Co.Ltd(300587) securities code: 300587 bonds abbreviation: Tiantie convertible bonds bond Code: 123046 Shanghai Rongzheng Investment Consulting Co., Ltd
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Of Zhejiang Tiantie Industry Co.Ltd(300587) 2022 restricted stock incentive plan (Draft)
Independent financial advisor Report
January 2002
catalogue
1、 Interpretation 2. Statement 4 III. basic assumptions 5 IV. main contents of the incentive plan 6 (I) scope and distribution of incentive objects 6 (II) number of restricted shares granted 7 (III) validity period, grant date, restriction period, release of restriction arrangement and lock up period of the incentive plan 7 (IV) grant price of restricted shares and determination method of grant price 10 (V) conditions for the grant and release of restricted shares 11 (VI) other contents of the incentive plan 14 v. opinions of independent financial adviser 15 (I) verification opinions on whether the incentive plan complies with policies and regulations 15 (II) verification opinions on the feasibility of the company's equity incentive plan 16 (III) verification opinions on the scope and qualification of incentive objects 16 (IV) verification opinions on the amount of equity granted under the equity incentive plan 17 (V) verification opinions on the grant price of the incentive plan (VI) verification opinions on whether the listed company provides any form of financial assistance to the incentive object 19 (VII) verification opinions on whether the incentive plan damages the interests of the listed company and all shareholders 19 (VIII) financial opinions on the implementation of the incentive plan by the company 20 (IX) opinions on the impact of the company's implementation of equity incentive plan on the sustainable operation ability and shareholders' equity of listed companies 21 (x) opinions on the rationality of the performance appraisal system and methods of listed companies 21 (XI) others 22 (XII) other matters that should be explained 23 VI. documents for future reference and consultation methods 24 (I) documents for future reference 24 (II) consultation method 24 I
1、 Interpretation
1. Listed company, the company, the company, Zhejiang Tiantie Industry Co.Ltd(300587) : refers to Zhejiang Tiantie Industry Co.Ltd(300587) . 2. This incentive plan, this plan, equity incentive plan and incentive plan refer to the restricted stock incentive plan in Zhejiang Tiantie Industry Co.Ltd(300587) 2022.
3. Class I restricted stocks and restricted stocks: the company grants a certain number of company stocks to the incentive object according to the conditions and prices specified in the incentive plan. The restricted sale period of such stocks is set for a certain 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.
4. Incentive object: refers to the company's directors, senior managers, core managers and core technical (business) personnel (excluding independent directors and supervisors) who obtain restricted shares in accordance with the provisions of this incentive plan.
5. Grant date: refers to the date on which the company grants restricted shares to incentive objects. 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: refers to the period from the date when the registration of restricted stock grant is completed to the date when all restricted stocks granted to the incentive object are lifted or repurchased.
8. 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.
9. 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.
10. Conditions for lifting the restriction on sales: refer to the conditions that must be met for lifting the restriction on sales of restricted shares obtained by the incentive object according to the incentive plan.
11. Company Law: refers to the company law of the people's Republic of China.
12. Securities Law: refers to the securities law of the people's Republic of China.
13. Administrative measures: refers to the administrative measures for equity incentive of listed companies.
14. Listing Rules: refers to the Shenzhen Stock Exchange GEM Listing Rules (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 Zhejiang Tiantie Industry Co.Ltd(300587) articles of association.
17. CSRC: refers to the China Securities Regulatory Commission.
18. Stock exchange and Shenzhen Stock Exchange: refer to Shenzhen Stock Exchange.
19. Securities Depository and Clearing Company: refers to Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. 20. Yuan and 10000 yuan: refers 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 Zhejiang Tiantie Industry Co.Ltd(300587) . All parties involved in the 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 Zhejiang Tiantie Industry Co.Ltd(300587) shareholders, the impact on shareholders' rights and interests and the sustainable operation of the listed company, does not constitute any investment suggestions for Zhejiang Tiantie Industry Co.Ltd(300587) , 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 requirements of laws, regulations and normative documents such as the company law, the securities law, the administrative measures, the listing rules and the guide to self regulatory supervision, and based on the relevant materials provided by the listed company.
3、 Basic assumptions
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 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 incentive plan
Zhejiang Tiantie Industry Co.Ltd(300587) the restricted stock incentive plan for 2022 is formulated by the remuneration and assessment committee of the board of directors of the listed company. According to the current policy environment in China and the actual situation of Zhejiang Tiantie Industry Co.Ltd(300587) , the restricted stock incentive plan is adopted for the company's incentive objects. This report of the independent financial adviser will give professional opinions on this incentive plan. (I) scope and distribution of incentive objects
1. There are 72 incentive objects involved in the incentive plan, including:
(1) Directors and senior managers of the company;
(2) Core management personnel and core technical (business) personnel of the company.
The incentive objects involved in this incentive plan do not include independent directors, supervisors and foreign employees, nor do they include shareholders or actual controllers who individually or jointly hold more than 5% of the shares of the company and their spouses, parents and children. Among the above incentive objects, the directors and senior managers of the company must be elected by the general meeting of shareholders or appointed by the board of directors of the company. All incentive objects must work in the company or its subsidiaries and sign labor contracts, employment contracts or labor contracts when the incentive plan is awarded and during the assessment period.
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.
2. Distribution of restricted shares granted to incentive objects
The distribution of restricted shares granted by the incentive plan among incentive objects is shown in the table below:
The authorized share of the plan is limited to the draft of the plan
Name Title Nationality stock restricted stock total share capital at the time of general announcement
Proportion of quantity to amount
(10000 shares)
Niu Wenqiang, director and Deputy General Manager China 13.00 2.89% 0.02%
Fan Weiwei, deputy general manager and director of China 13.00 2.89% 0.02%
Meeting secretary
The authorized share of the plan is limited to the draft of the plan
Name Title Nationality stock restricted stock total share capital at the time of general announcement
Proportion of quantity to amount
(10000 shares)
Zheng Shuanglian, deputy general manager, finance China 13.00 2.89% 0.02%
chief inspector
Zheng Jianfeng, Deputy General Manager China 13.00 2.89% 0.02%
Core management personnel and core technical (business) personnel 398.00 88.44% 0.63%
(68 persons)
Total (72 persons) 450.00 100.00% 0.72%
Note: 1. The shares of the company granted by any incentive object in the incentive plan through all equity incentive plans within the validity period shall not exceed 1% of the total share capital of the company. 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. If the mantissa of the sum of the above total data and each detail is different due to rounding, two decimal places shall be retained. (II) number of restricted shares granted
1. Stock source of this incentive plan
The subject stock involved in the incentive plan comes from the company's A-share common stock issued by the company to the incentive object.
2. Number of restricted shares granted
The number of restricted shares to be granted to the incentive objects in the incentive plan is 4.5 million shares, accounting for about 0.72% of the total share capital of the company at the time of announcement of the draft incentive plan (since the company is in the stock conversion period of convertible corporate bonds, the total share capital referred to in the draft is the number of shares as of January 19, 2022). The total number of subject shares involved in all equity incentive plans of the company within the validity period does not exceed 20% of the total share capital of the company at the time of announcement of the draft incentive plan. The shares of the company granted by any incentive object in the incentive plan through all equity incentive plans within the validity period shall not exceed 1% of the total share capital of the company at the time of announcement of the draft incentive plan.
During the period from the date of announcement of the draft incentive plan to the completion of the restricted stock registration of the incentive object, if the company transfers capital reserve to share capital and distributes stock bonus
