Securities abbreviation: Sunwoda Electronic Co.Ltd(300207) securities code: 300207 Shanghai Rongzheng Investment Consulting Co., Ltd
about
Sunwoda Electronic Co.Ltd(300207)
Restricted stock and stock option incentive plan in 2022 (Draft)
of
Independent financial advisor Report
January 2002
catalogue
Chapter I interpretation Chapter II states that 3 chapter 3 basic assumptions Chapter IV main contents of this incentive plan 5 I. determination basis of incentive object 5 II. Scope and verification of incentive objects 5 III. number of rights and interests granted 7 IV. validity period, grant date, ownership arrangement and lock up period of class II restricted shares 7 v. validity period, authorization date, vesting date, exercise arrangement and lock up period of stock option incentive plan Vi. conditions for granting and attribution of class II restricted shares 11 VII. Authorization and exercise conditions of stock options VIII. Grant price and determination method of class II restricted shares IX. exercise price of stock options and determination method of exercise price 18 X. other contents of the incentive plan 19 Chapter V opinions of independent financial adviser 20 I. verification opinions on whether the Sunwoda Electronic Co.Ltd(300207) 2022 restricted stock and stock option incentive plan meets the provisions of policies and regulations 20 II. Verification opinions on the feasibility of Sunwoda Electronic Co.Ltd(300207) 2022 restricted stock and stock option incentive plan 21 III. verification opinions on the scope and qualification of incentive objects 21 IV. verification opinions on the equity grant amount of Sunwoda Electronic Co.Ltd(300207) 2022 restricted stock and stock option plan 21 v. verification opinions on whether the listed company provides any form of financial assistance to the incentive object Vi. verification opinions on the pricing method of the award price of the incentive plan 22 VII. Verification opinions on whether the equity incentive plan damages the interests of the listed company and all shareholders 23 VIII. Financial opinions on the implementation of the equity incentive plan by the company 24 IX. 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 25 X. opinions on the rationality of the performance appraisal system and appraisal methods of listed companies 25 Xi. Others 26 XII. Other matters that should be explained 26 I
Chapter VI documents for future reference and consultation methods 28 I. documents for future reference 28 II. Consultation method 28 II
Chapter I interpretation
In this independent financial adviser’s report, unless otherwise specified, the following abbreviations have the following meanings:
Sunwoda Electronic Co.Ltd(300207) . The company and the company refer to Sunwoda Electronic Co.Ltd(300207)
Independent financial consultant refers to Shanghai Rongzheng Investment Consulting Co., Ltd
Shanghai Rongzheng Investment Consulting Co., Ltd.’s independent financial advisory report on Sunwoda Electronic Co.Ltd(300207) electronic shares refers to the independent financial advisory report of the limited company’s restricted stock and stock option incentive plan (Draft) in 2022
This incentive plan and this plan refer to the Sunwoda Electronic Co.Ltd(300207) 2022 restricted stock and stock option incentive plan
The incentive objects who meet the grant conditions of this incentive plan will grant and register the A-share common shares of the company in batches according to the agreed proportion after meeting the class II restricted stock index of the corresponding attribution article
Stock options and options refer to the right granted by the company to the incentive object to purchase a certain number of shares of the company at a predetermined price and conditions in a certain period of time in the future
Incentive object refers to the personnel who meet the conditions for granting stock options / Restricted Shares specified in the incentive plan
Grant date and authorization date refer to the date on which the company grants rights and interests to the incentive object after the implementation of the incentive plan is approved. The grant date / authorization date must be the trading day
The grant price refers to the price per share of the company granted to the incentive object when the company grants the second type of restricted shares to the incentive object
Validity period refers to the period from the date of grant of class II restricted shares to the expiration of the ownership or invalidation of all restricted shares
Attribution refers to the behavior that the listed company registers the shares in the account of the incentive object after the incentive object of the second type of restricted stock meets the benefit conditions
Vesting conditions refer to the benefit conditions established by the incentive plan for the incentive object to obtain the second type of restricted shares
Vesting date refers to the date on which the granted shares are registered after the incentive objects of class II restricted shares meet the benefit conditions. It must be the trading day
Waiting period refers to the period between the date of grant of stock option and the date of exercise of stock option
Exercise refers to the behavior that the incentive object purchases the underlying stock according to the conditions set in the incentive plan
The exercisable date refers to the date when the incentive object can start exercising the right. The exercisable date must be the trading day
The exercise price refers to the price determined by the company when granting stock options to the incentive object and the incentive object purchases the company’s shares
Exercise conditions refer to the conditions that must be met by the incentive object to exercise stock options according to the incentive plan
The Administrative Measures refer to the administrative measures for equity incentive of listed companies
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
Articles of association means the Sunwoda Electronic Co.Ltd(300207) articles of association
Listing Rules refer to Shenzhen Stock Exchange GEM Listing Rules (revised in 2020)
The self regulatory guide refers to the self regulatory guide for companies listed on the gem of Shenzhen Stock Exchange No. 1 – business handling
CSRC refers to the China Securities Regulatory Commission
Stock exchange and Shenzhen Stock Exchange refer to Shenzhen Stock Exchange
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
Note: 1. Unless otherwise specified, the data quoted in this plan refers to the financial data in the consolidated statement or the financial indicators calculated from such financial data; 2. If there is a difference in the mantissa between the sum of part of the total and each detail in the plan, it is the result after rounding.
Chapter II declaration
Shanghai Rongzheng Investment Consulting Co., Ltd. (hereinafter referred to as “Rongzheng consulting”) is entrusted to act as an independent financial consultant for Sunwoda Electronic Co.Ltd(300207) (hereinafter referred to as ” Sunwoda Electronic Co.Ltd(300207) “, “listed company” and “company”) in 2022 restricted stock and stock option incentive plan, and prepare this independent financial consultant report. In accordance with the relevant provisions of the company law, the securities law, the listing rules, the measures for the administration of equity incentive of listed companies, the articles of association and other laws, regulations and normative documents, this report publishes the opinions of independent financial advisers on the basis of relevant materials provided by Sunwoda Electronic Co.Ltd(300207) for the reference of Sunwoda Electronic Co.Ltd(300207) all shareholders and relevant parties.
The independent financial advisor hereby makes the following statement on this report:
1、 The documents and materials on which the independent financial adviser’s report is based are provided by Sunwoda Electronic Co.Ltd(300207) . All parties involved have guaranteed to the independent financial adviser that they are responsible for the authenticity, legality, accuracy, integrity and timeliness of the information related to the equity incentive, and the independent financial adviser will not bear any risk responsibility.
2、 The purpose of this incentive plan is to express professional opinions on the feasibility of the incentive plan, whether it is fair and reasonable for Sunwoda Electronic Co.Ltd(300207) shareholders, the impact on shareholders’ equity and whether it is conducive to the sustainable operation of the listed company. It does not constitute any investment suggestions for Sunwoda Electronic Co.Ltd(300207) . If any investment decision made by the investor based on this report generates potential risk, the independent financial adviser will not bear any risk liability.
3、 The independent financial advisor has not entrusted or authorized any other institution or individual to provide information not specified in this report and make any explanation or explanation for this report.
4、 The independent financial adviser requests all shareholders of the listed company to carefully read the relevant information about the incentive plan publicly disclosed by the listed company.
5、 The independent financial advisor, adhering to the attitude of being responsible to all shareholders of the listed company, conducted in-depth investigation on the matters involved in the incentive plan and carefully reviewed the relevant materials according to the principle of objectivity and impartiality. The scope of investigation includes the articles of association of the listed company, salary management measures, resolutions of the previous board of directors and general meeting of shareholders, the company’s financial reports for the last three years and the latest period, and has effectively communicated with relevant personnel of the listed company. On this basis, this independent financial advisory report is issued. The independent financial advisor is responsible for the authenticity, accuracy and completeness of the report.
Chapter III basic assumptions
The independent financial adviser’s report is based on the following assumptions:
1、 There is no significant change in the current relevant national laws, regulations and policies;
2、 The information provided and publicly disclosed by Sunwoda Electronic Co.Ltd(300207) is authentic, accurate, complete and timely;
3、 There are no other obstacles to the incentive plan, and all agreements involved can be effectively approved and finally completed on schedule;
4、 All parties involved in the implementation of the incentive plan shall be honest and trustworthy, and fully perform all their obligations in accordance with the company’s 2022 restricted stock and stock option incentive plan and relevant agreements;
5、 There is no significant adverse effect caused by other irresistible factors.
Chapter IV main contents of the incentive plan
Sunwoda Electronic Co.Ltd(300207) the incentive plan for restricted shares and stock options in 2022 is formulated by the remuneration and assessment committee of the board of directors of listed companies. According to the current policy environment in China and the actual situation of Sunwoda Electronic Co.Ltd(300207) , the incentive plan is implemented for the incentive objects of the company. This independent financial adviser’s report will give professional opinions on the Sunwoda Electronic Co.Ltd(300207) 2022 restricted stock and stock option incentive plan.
1、 Determination basis of incentive object
(I) legal basis for determining incentive objects
The incentive objects of the plan are determined in accordance with the company law, securities law, administrative measures, listing rules, self regulatory guidelines and other relevant laws, regulations, normative documents and the articles of association, and in combination with the actual situation of the company.
(II) job basis for determining incentive objects
The incentive objects of this incentive plan are some directors and senior managers of the company, as well as middle-level managers and core technology (business) backbone (including holding subsidiaries) that the board of directors of the Company deems necessary to be encouraged. The above incentive objects are managers who have a direct impact on the company’s business performance and future development, which is in line with the purpose of this incentive plan. The list of incentive objects shall be drawn up by the Remuneration Committee of the company and verified and determined by the board of supervisors of the company.
2、 Scope and verification of incentive objects
(I) scope of incentive objects
The total number of incentive objects granted by the incentive plan is 3306. include:
(1) Some directors and senior managers of the company;
(2) Middle managers and core technology (business) backbone (including holding subsidiaries) that the board of directors of the Company deems necessary to be encouraged.
Any of the above incentive objects does not include the company’s 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 objects involved in the incentive plan include some foreign employees, mainly because the foreign incentive objects of the company play an important role in the company’s strategic development, operation and management, technology R & D, project construction, business expansion and corporate culture construction. The incentive plan will further promote the core talents of the company
