Securities abbreviation: Hangzhou Chang Chuan Technology Co.Ltd(300604) securities code: 300604 Shanghai Rongzheng Investment Consulting Co., Ltd
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Hangzhou Chang Chuan Technology Co.Ltd(300604)
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 7 (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 Hangzhou Chang Chuan Technology Co.Ltd(300604) 2022 restricted stock incentive plan complies with policies and regulations 14 (II) verification opinions on the feasibility of the company’s equity incentive plan 15 (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 16 (VI) verification opinions on the pricing method of the award price of the incentive plan 16 (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 18 (IX) verification opinions on the impact of the company’s implementation of equity incentive plan on the sustainable operation ability and shareholders’ equity of listed companies 19 (x) opinions on the rationality of the performance appraisal system and methods of listed companies 19 (XI) others 20 (XII) other matters that should be explained 21 VI. documents for future reference and consultation methods 22 (I) documents for future reference 22 (II) consultation method 22 I. interpretation 1 Listed company, company, Hangzhou Chang Chuan Technology Co.Ltd(300604) : refers to Hangzhou Chang Chuan Technology Co.Ltd(300604) . 2. Equity incentive plan, restricted stock incentive plan and this incentive plan refer to the 2022 restricted stock incentive plan (Draft) of Hangzhou Hangzhou Chang Chuan Technology Co.Ltd(300604) 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 who meets the grant conditions of the incentive plan after meeting the corresponding attribution conditions. 4. Incentive object: the core personnel of the company (including holding subsidiaries and branches, the same below) who obtain 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 date when all the restricted shares granted to the incentive object are vested or invalid. 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. Attribution conditions: the incentive object established by the restricted stock incentive plan 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 guide No. 1: refers to the self regulatory guide No. 1 – business handling of companies listed on the gem of Shenzhen Stock Exchange Articles of association: refers to the Hangzhou Chang Chuan Technology Co.Ltd(300604) articles of association 17 CSRC: refers to the China Securities Regulatory Commission Stock Exchange: refers to Shenzhen Stock Exchange Yuan: refers to RMB 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 Hangzhou Chang Chuan Technology Co.Ltd(300604) . All parties involved in the incentive plan have guaranteed to 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, and there are no omissions, false or misleading statements, and their legitimacy, 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 Hangzhou Chang Chuan Technology Co.Ltd(300604) shareholders, the impact on shareholders’ rights and interests and the sustainable operation of the listed company, does not constitute any investment suggestions for Hangzhou Chang Chuan Technology Co.Ltd(300604) , 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 incentive 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
Hangzhou Chang Chuan Technology Co.Ltd(300604) 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 Hangzhou Chang Chuan Technology Co.Ltd(300604) , the 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
There are 156 incentive objects granted restricted shares for the first time in the incentive plan. Specifically include:
1. Key personnel of the company.
The incentive objects granted for the first time in the incentive plan do not include independent directors, supervisors, foreigners, shareholders or actual controllers who individually or jointly hold more than 5% of the company’s shares and their spouses, parents and children. All incentive objects must have employment or labor relations with the company or its branches and holding subsidiaries within the validity of this incentive plan.
The incentive object of the reserved grant part shall be determined 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 of lawyers and the legal opinions are issued, the company shall accurately disclose the relevant information of the incentive object on the designated website in time 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:
Proportion of restricted shares granted by personnel category in total shares granted at present
Number of votes (10000 shares) proportion of total votes
Core personnel (156 persons) 420 80.77% 0.69%
Reserved part 100 19.23% 0.17%
Total 520 100.00% 0.86%
Note: 1. The shares of the company granted by any of the above incentive objects through all the equity incentive plans within the validity period do not exceed 1% of the total share capital of the company. The total number of underlying shares involved in the incentive plan within the whole validity period of the company shall not exceed 20% of the total share capital of the company when the equity incentive plan is submitted to the general meeting of shareholders for deliberation.
2. 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 A-share common stock to the incentive object. 3. Number of restricted shares
The total amount of restricted shares to be granted to the incentive objects in the incentive plan is 5.2 million shares, accounting for 0.86% of the total share capital of the company at the time of announcement of the draft incentive plan. Among them, 4.2 million restricted shares were granted for the first time, accounting for 0.69% of the company’s total share capital of 604328700 shares at the time of announcement of the draft incentive plan, and the part granted for the first time accounted for 80.77% of the total equity granted this time; 1 million shares are reserved, accounting for 0.17% of the company’s total share capital of 604328700 shares at the time of announcement of the draft incentive plan, and the reserved part accounts for 19.23% of the total equity granted this time.
The total number of underlying 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. The number of 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. (III) validity period, grant date and ownership arrangement of restricted shares
1. Validity period of this incentive plan
The validity period of the incentive plan shall be no more than 60 months from the date of the first grant of restricted shares to the date when all the restricted shares granted to the incentive object are vested or invalid.
2. Grant date of this incentive plan
The grant date shall be determined by the board of directors after the incentive plan is deliberated and approved by the general meeting of shareholders of the company, and the grant date must be the trading day. The company shall convene the board of directors to grant restricted shares to incentive objects and complete the announcement in accordance with relevant regulations within 60 days after the deliberation and approval of the general meeting of shareholders. If the company fails to complete the above work within 60 days, it shall timely disclose the reasons for the failure, announce the termination of the implementation of the incentive plan, and the restricted shares that have not been granted shall become invalid. The reserved part shall be granted within 12 months after the incentive plan is reviewed and approved by the general meeting of shareholders of the company.
3. Ownership arrangement of the incentive plan
The restricted shares granted by the incentive plan will be vested in several times according to the agreed proportion after the incentive object meets the corresponding vesting conditions. The vesting date must be the trading day. The restricted shares obtained by directors and senior managers shall not be vested in the following periods:
1. Within 30 days before the announcement of the company’s annual report and semi annual report, if the announcement date of the periodic report is delayed due to special reasons, it shall be calculated from 30 days before the original scheduled announcement date to 1 day before the announcement;
2. 10 days before the announcement of the company’s quarterly report, performance forecast and performance express;
3. From the date of major events that may have a great impact on the trading price of the company’s securities and their derivatives or in the decision-making process to the date of disclosure according to law;
4. Other provisions stipulated by the CSRC and Shenzhen Stock Exchange
