Securities abbreviation: Suzhou Gyz Electronic Technology Co.Ltd(688260) securities code: 688260 Shanghai Rongzheng Investment Consulting Co., Ltd
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Suzhou Gyz Electronic Technology Co.Ltd(688260)
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 8 (IV) the granting price of restricted shares and the method for determining the granting price 9 (V) conditions for granting and attribution of incentive plan 11 (VI) other contents of the incentive plan 13 v. opinions of independent financial adviser 14 (I) verification opinions on whether the Suzhou Gyz Electronic Technology Co.Ltd(688260) 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 amount of equity granted under the 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 18 (VIII) financial opinions on the implementation of equity incentive plan of the company 19 (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 19 (x) opinions on the rationality of the performance appraisal system and methods of listed companies 20 (XI) others 20 (XII) other matters that should be explained 21 VI. documents for future reference and consultation methods 23 (I) documents for future reference 23 (II) consultation method 23 I. interpretation 1 Listed company, company, Suzhou Gyz Electronic Technology Co.Ltd(688260) : refers to Suzhou Gyz Electronic Technology Co.Ltd(688260) . 2. Equity incentive plan, restricted stock incentive plan, this incentive plan and this plan: refer to the 2022 restricted stock incentive plan (Draft) of Suzhou Yunzhong Electronic Technology 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 meeting the grant conditions of the incentive plan after meeting the corresponding attribution conditions. 4. Total share capital: refers to the total issued share capital of the company when the plan is considered and approved by the general meeting of shareholders. 5. Incentive object: the management backbone and technical backbone of the company who obtain restricted shares in accordance with the provisions of this incentive plan. 6. Grant date: refers to the date on which the company grants restricted shares to incentive objects. 7. Grant price: refers to the price of each restricted stock granted by the company to the incentive object. 8. Validity period: the period from the date of the first grant of restricted shares to the expiration of the ownership or invalidation of all the restricted shares granted to the incentive object. 9 Ownership: the act of a listed company registering its shares in the account of the incentive object after the incentive object meets the benefit conditions. 10. Vesting conditions: the restricted stock incentive plan is established, and the incentive object is the benefit conditions required to obtain the incentive stock. 11. 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. 12. 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 Shanghai Stock Exchange’s Sci tech innovation board
16. Regulatory guide No. 4: self regulatory guide No. 4 for companies listed on the science and innovation board – disclosure of equity incentive information 17 Articles of association: refers to the Suzhou Gyz Electronic Technology Co.Ltd(688260) articles of association CSRC: refers to the China Securities Regulatory Commission. 19. Stock Exchange: refers to Shanghai Stock Exchange. 20. RMB: refers to RMB.
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 the company. 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 the shareholders of the company, the impact on the shareholders’ rights and interests and the sustainable operation of the listed company, does not constitute any investment suggestions to the company, and does not bear any responsibility for the possible risks arising from any investment decisions made by the investors according to the 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, and effective communication with relevant personnel of listed companies. On this basis, this independent financial consultant report is issued, and is responsible for the authenticity, accuracy and completeness of the report.
This independent financial advisory report is prepared in accordance with the requirements of laws, regulations and normative documents such as the company law, the securities law and the administrative measures, 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 this restricted stock incentive plan are true and reliable; (IV) there are no other obstacles to this restricted stock incentive plan, and all agreements involved can be effectively approved and finally completed on schedule;
(V) all parties involved in this restricted stock 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
Suzhou Gyz Electronic Technology Co.Ltd(688260) 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 Suzhou Gyz Electronic Technology Co.Ltd(688260) , the restricted stock incentive plan is implemented for the incentive objects of the company. This independent financial adviser’s report will give professional opinions on this incentive plan. (I) scope and distribution of incentive objects
1. Scope of incentive objects
There are no more than 8 incentive objects granted restricted shares for the first time in the incentive plan, accounting for about 0.79% of the total number of 1013 employees at the end of December 2021. Specifically, it includes management backbone and technical backbone.
The above incentive objects must have employment or labor relations with the company or its subsidiaries and holding subsidiaries when the company grants restricted shares and within the assessment period specified in the 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 disclose the relevant information accurately and timely on the designated website as required. If the incentive object is not specified for more than 12 months, the reserved rights and interests shall become invalid. The incentive objects of reserved restricted shares shall be determined by reference to the criteria for the first grant.
The incentive target of the incentive plan includes employees in Taiwan, China. The reason why the company is included in the incentive plan is that MLCC is a high-tech barrier, and currently it is mainly controlled by enterprises in Japan, Korea and Taiwan, China. The incentive objects of this part are important backbone personnel of N1 business division and personnel in important positions of the company. They have rich industry experience and technical strength, which plays an important role in improving the company’s process technology, developing the market and helping the company’s sustainable and stable development.
Therefore, the company believes that it is necessary and reasonable for the incentive plan to take it as the incentive object, which is in line with the actual situation and future development needs of the company, and in line with the provisions of regulatory guide No. 4, listing rules and other relevant laws and regulations.
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:
Proportion of restricted shares granted to restricted shares granted to the total number of job tickets (10000 shares) in the incentive plan proportion of total share capital at the time of reporting
Management backbone and technical backbone
1 Yan Rong K China’s Taiwan region management backbone 14.30 10.69% 0.119%
2 Lv Zhifu, China Taiwan region, technical backbone 14.30 10.69% 0.119%
3 Wu Da Chuan China Taiwan area technical backbone 14.30 10.69% 0.119%
4 Yang Zhu De, China Taiwan region, technical backbone 14.30 10.69% 0.119%
5 Zhou Hongliang, China Taiwan region, technical backbone 14.30 10.69% 0.119%
6 Guo Jianhong, China Taiwan region, technical backbone 14.30 10.69% 0.119%
There are 2 other technical backbones in total 21.20 15.85% 0.177%
Total number of restricted shares granted for the first time 107.00 80.00% 0.891%
Reserved part 26.75 20.00% 0.223%
Total 133.75 100.00% 1.114%
Note: 1. Any of the above incentive objects is granted by the company through all the equity incentive plans within the validity period
The shares do not exceed 1% of the total share capital of the company. The total number of underlying shares involved in the incentive plan of the company within the whole validity period
The cumulative amount 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. The incentive objects granted by the plan do not include independent directors, supervisors, or other individuals who hold 5% of the listed company alone or in total
Shareholders of the above shares, actual controllers of listed companies and their spouses, parents and children.
3. The incentive object of the reserved part shall be determined within 12 months after the incentive plan is deliberated and approved by the general meeting of shareholders and approved by the board of directors
After the board of Directors proposes, the independent directors and the board of supervisors express clear opinions, lawyers express professional opinions and issue legal opinions,
The company shall timely and accurately disclose relevant information on the designated website as required.
4. 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 and stock source of the incentive plan
The incentive tool adopted in the incentive plan is the second type of restricted stock, and the source of the underlying stock involved is
The company issues A-Shares of common stock to the incentive objects.
2. Number of restricted shares granted
The number of restricted shares to be granted under the incentive plan is 1337500 shares, accounting for about 30% of the total shares of the incentive plan
At the time of the announcement, the total share capital of the company was 1.114% of 120 million shares. Among them, 1.07 million was granted for the first time
Shares, accounting for about
