Guotai Junan Securities Co.Ltd(601211)
about
Shanxi Huaxiang Group Co.Ltd(603112)
A-share restricted stock incentive plan
Matters related to the grant of reserved rights and interests of restricted shares
of
Independent financial advisor Report
January 2002
catalogue
Chapter I interpretation Chapter II states that 2 Chapter III basic assumptions Chapter IV approval procedures of the incentive plan Chapter V the granting of restricted shares 7 Chapter VI description of the conditions for the grant of restricted shares Chapter VII date of this restricted stock Grant 9 Chapter VIII verification opinions of the independent financial adviser ten
Chapter I interpretation
In this independent financial adviser's report, unless the context specifies, the following abbreviations have the following meanings:
Shanxi Huaxiang Group Co.Ltd(603112) / refers to Shanxi Huaxiang Group Co.Ltd(603112)
Company / listed company
Incentive plan means the Shanxi Huaxiang Group Co.Ltd(603112) 2021 restricted stock incentive plan
Independent financial advisor refers to Guotai Junan Securities Co.Ltd(601211)
According to the conditions and prices specified in the incentive plan, the company grants a certain number of restricted shares to incentive objects, which refer to the company's shares. These shares are set with a certain period of restricted sales period. The restricted sales and circulation can be lifted only after the conditions for lifting the restricted sales specified in the incentive plan are met
Senior managers, core managers, core key employees and relevant employees deemed necessary by the board of directors of the company to be encouraged who have obtained restricted shares in accordance with the provisions of the incentive plan
The 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
Grant price refers to the price of each restricted stock granted by the company to the incentive object
If the conditions for lifting the restrictions on sale stipulated in the incentive plan have not been fulfilled, the restricted shares shall not be transferred, and the restricted sale period refers to the period used to guarantee or repay debts, which shall be calculated from the date when the restricted shares granted to the incentive object are registered
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
The term of validity refers to the period from the date of grant of restricted shares to the date when all restricted shares are lifted or the repurchase and cancellation are completed
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
Listing Rules refers to the Listing Rules of Shanghai Stock Exchange (revised in 2022)
The management measures refer to the management measures for equity incentive of listed companies (2018 Amendment) promulgated by the CSRC on August 15, 2018 and implemented as of September 15, 2018
The assessment management measures refer to the assessment management measures for the implementation of Shanxi Huaxiang Group Co.Ltd(603112) 2021 restricted stock incentive plan
CSRC refers to the China Securities Regulatory Commission
Shanghai stock exchange refers to Shanghai Stock Exchange
China Securities Depository and Clearing Corporation refers to the Shanghai Branch of China Securities Depository and Clearing Corporation Limited
Note 1: unless otherwise specified, the financial data and financial indicators quoted in this report refer to the financial data in the consolidated statement and the financial indicators calculated based on such financial data.
Note 2: if there is any difference in the mantissa between the sum of some totals and each breakdown in this report, it is caused by rounding.
Chapter II declaration
Guotai Junan Securities Co.Ltd(601211) accepted the entrustment to act as the independent financial adviser of Shanxi Huaxiang Group Co.Ltd(603112) (hereinafter referred to as " Shanxi Huaxiang Group Co.Ltd(603112) ", "listed company" or "company") for this restricted stock incentive plan (hereinafter referred to as "incentive plan") and prepare this report.
This independent financial advisory report is based on the relevant provisions of 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 incentive of listed companies and other laws, regulations and normative documents. On the basis of the relevant materials provided by Shanxi Huaxiang Group Co.Ltd(603112) , the independent financial advisory opinions are issued for the reference of all shareholders and relevant parties of Shanxi Huaxiang Group Co.Ltd(603112) .
1. The documents and materials on which the independent financial adviser's report is based are provided by Shanxi Huaxiang Group Co.Ltd(603112) , Shanxi Huaxiang Group Co.Ltd(603112) has assured the independent financial adviser that the relevant information about this equity incentive provided by it is true, accurate and complete, and that there are no false records, misleading statements or major omissions in such information.
2. Based on the principle of diligence, prudence and due diligence to all shareholders of the listed company, and based on the principle of objectivity and impartiality, the independent financial adviser has conducted due diligence on the incentive matters, and has sufficient reasons to believe that there is no material difference between the professional opinions expressed and the documents disclosed by the listed company. And be responsible for the authenticity, accuracy and completeness of the independent financial adviser's report.
3. The opinions expressed by the independent financial adviser are based on the following assumptions: there are no significant changes in the current national laws and regulations, and there are no significant changes in the national policies and market environment of the industry in which the listed company is located; There is no significant change in the social and economic environment of the region where the listed company is located; Shanxi Huaxiang Group Co.Ltd(603112) and the documents provided by relevant parties are true, accurate and complete; All parties involved in this restricted stock plan can fully perform all obligations in good faith in accordance with the terms of the incentive plan and relevant agreements; There is no significant change in the accounting policies and accounting systems currently implemented in this incentive plan; There is no significant adverse impact caused by other force majeure and unpredictable factors.
4. The independent financial advisor has no relationship with the listed company. The independent financial advisor issues an independent financial advisor's report on this incentive plan in full accordance with the principles of objectivity and impartiality. At the same time, the independent financial adviser urges investors to carefully read the Shanxi Huaxiang Group Co.Ltd(603112) 2021 restricted stock incentive plan and other materials publicly disclosed by relevant listed companies.
5. 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.
6. The independent financial adviser reminds investors that this report aims to express professional opinions on the feasibility of the incentive plan, whether it is conducive to the sustainable development of the listed company, whether it damages the interests of the listed company and its impact on the interests of shareholders, and does not constitute any investment suggestions for Shanxi Huaxiang Group Co.Ltd(603112) and possible risks to any investment decisions made by investors according to this report, The independent financial advisor assumes no responsibility.
Chapter III basic assumptions
The independent financial adviser's report is based on the following basic 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 this restricted stock incentive plan are true, reliable and complete;
(IV) there are no other obstacles to the equity incentive plan, and all agreements involved can be effectively approved and finally completed on schedule;
(V) all parties involved in this equity 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.
Chapter IV approval procedures of the incentive plan
The approval procedures for the implementation of the restricted stock incentive plan in 2021 are as follows:
1. On February 3, 2021, the company held the third meeting of the second board of directors, deliberated and adopted the proposal on formulating Shanxi Huaxiang Group Co.Ltd(603112) 2021 restricted stock incentive plan (Draft) and summary The proposal on formulating the measures for the administration of the implementation and assessment of Shanxi Huaxiang Group Co.Ltd(603112) 2021 restricted stock incentive plan and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive. The independent directors of the company expressed their independent opinions on the relevant proposals of the incentive plan. As the collector, Mr. Sun Shuiquan, an independent director, collected voting rights from all shareholders of the company on the proposals related to the incentive plan considered at the second extraordinary general meeting of the company in 2021.
On the same day, the company held the third meeting of the second board of supervisors, deliberated and adopted the proposal on formulating Shanxi Huaxiang Group Co.Ltd(603112) 2021 restricted stock incentive plan (Draft) and summary, and the proposal on formulating Shanxi Huaxiang Group Co.Ltd(603112) 2021 restricted stock incentive plan implementation assessment management measures.
2. From February 4, 2021 to February 18, 2021, 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, during the publicity period, one employee of the incentive object resigned for personal reasons and no longer participated in the incentive plan. Except that the employee no longer participates in the incentive plan, the board of supervisors of the company has not received any objection related to the incentive objects of the incentive plan. On February 19, 2021, the company posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) The board of supervisors of the company disclosed the verification opinions and publicity statement on the list of some incentive objects first granted by the company's restricted stock incentive plan (Draft) in 2021.
3. On February 24, 2021, the company held the second extraordinary general meeting of shareholders in 2021, deliberated and adopted the proposal on formulating Shanxi Huaxiang Group Co.Ltd(603112) 2021 restricted stock incentive plan (Draft) and summary The proposal on formulating the management measures for the implementation and assessment of Shanxi Huaxiang Group Co.Ltd(603112) 2021 restricted stock incentive plan and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive. At the same time, the company conducted a self-examination on the trading of the company's shares by insiders within 6 months before the public disclosure of the draft incentive plan, found no trading of shares by using insider information, and disclosed the self-examination report on the trading of the company's shares by insiders of the restricted stock incentive plan in 2021 on February 25, 2021.
4. On March 4, 2021, the company held the fourth meeting of the second board of directors and the fourth meeting of the second board of supervisors, which respectively deliberated and adopted the proposal on adjusting the list and number of incentive objects granted for the first time in the company's restricted stock incentive plan in 2021 and the proposal on granting restricted shares to incentive objects for the first time. The board of directors of the company considers that the conditions for the grant of Restricted Shares specified in the incentive plan have been met, and agrees to grant 11090500 restricted shares to 251 incentive objects with the grant price of RMB 5.51/share on March 4, 2021 as the first grant date. The board of supervisors of the company verified the adjusted list of incentive objects again and expressed explicit consent. The independent directors of the company expressed their independent opinions. 5. On March 24, 2021, the company disclosed the announcement on the results of the first grant of restricted shares to incentive objects, and the company granted a total of 11.0905 million restricted shares to 251 incentive objects.
6. On January 20, 2022, the company held the 18th meeting of the second board of directors and the 13th meeting of the second board of supervisors to consider and adopt the proposal on granting reserved restricted shares to the incentive objects of the 2021 restricted stock incentive plan.
Chapter V the granting of restricted shares
1、 The granting of restricted shares
(I) grant date
According to the 18th meeting of Shanxi Huaxiang Group Co.Ltd(603112) the second board of directors, the grant date of this restricted stock is January 20, 2022.
(II) source of restricted shares and number of shares granted
1. Source of restricted stock according to the restricted stock incentive plan in 2021, the source of restricted stock granted to the incentive object this time is the company's RMB A-share common stock issued by the company to the incentive object. 2. Number of restricted shares granted
The number of restricted shares granted this time is 1122300.
(III) grant price
The grant price of restricted shares granted this time is 6.76 yuan / share.
(IV) distribution of restricted shares of the grant object
Unit: 10000 shares
Proportion of position restricted shares in total granted shares in total share capital
Core technical personnel / core business personnel 112.23 9.05% 0.26%
Total 112.23 9.05% 0.26%
Chapter VI description of the conditions of this restricted stock grant
According to the company's restricted shares in 2021 approved at the second extraordinary general meeting of shareholders in 2021
