Securities code: 002664 securities abbreviation: Changying Xinzhi Technology Co.Ltd(002664) Shanghai Rongzheng Investment Consulting Co., Ltd
about
Changying Xinzhi Technology Co.Ltd(002664)
2022 stock option incentive plan
(Draft)
of
Independent financial advisor Report
January 2022
catalogue
1、 Interpretation 3 II. Statement 4 III. basic assumptions 5 IV. main contents of this stock option incentive plan 6 (I) scope and distribution of incentive objects 6 (II) number of stock options granted 7 (III) validity period, grant date and relevant time arrangement after grant of stock options 7 (IV) determination method of exercise price and exercise price of stock option 9 (V) grant and exercise conditions of incentive plan 10 (VI) other contents of the incentive plan 12 v. opinions of independent financial consultant 13 (I) verification opinions on whether the stock option incentive plan meets the provisions of policies and regulations 13 (II) verification opinions on the feasibility of the company’s equity incentive plan 14 (III) verification opinions on the scope and qualification of incentive objects 14 (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 (VI) verification opinions on whether the equity incentive plan damages the interests of the listed company and all shareholders 15 (VII) financial opinions on the implementation of equity incentive plan of the company 16 (VIII) verification opinions on the rationality of stock option pricing basis and pricing method 17 (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 17 (x) opinions on the rationality of the performance appraisal system and methods of listed companies 17 (XI) others 18 (XII) other matters that should be explained 19 VI. documents for future reference and consultation methods 20 (I) documents for future reference 20 (II) consultation method 20 I. interpretation 1. Listed companies, companies, Changying Xinzhi Technology Co.Ltd(002664) : refers to Changying Xinzhi Technology Co.Ltd(002664) 2. Equity incentive plan, incentive plan and this plan: refers to Changying Xinzhi Technology Co.Ltd(002664) 2022 stock option incentive plan (Draft) 3 Stock option: the company grants the incentive object the right to purchase a certain number of shares of the company at a predetermined price within a certain period of time in the future and on the premise of meeting the exercise conditions. 4. Total share capital: the total share capital issued by the company when the incentive plan is deliberated and approved by the general meeting of shareholders. 5. Incentive object: in accordance with the provisions of the incentive plan, Directors, middle and senior managers and core technical (business) backbone of the company (including consolidated statement subsidiaries, the same below) who have obtained the stock option 6. Grant date: the date on which the company grants the stock option to the incentive object. The grant date must be the trading day 7 Validity period: from the date of grant of stock options to the date of exercise or cancellation of all stock options granted to the incentive object. 8. Exercise: the incentive object exercises the stock options it owns according to the stock option incentive plan. In this incentive plan, exercise is the incentive object’s behavior of purchasing the subject stock according to the exercise price determined in this incentive plan. 9 Exercisable date: the date on which the incentive object can exercise the right. The exercisable date must be the trading day. 10. Exercise price: the price at which the incentive object purchases the underlying stock determined in the incentive plan. 11. Exercise conditions: the conditions that the incentive object must meet to exercise the stock option according to the stock option incentive plan. 12. Company Law: Company Law of the people’s Republic of China 13 Securities Law: Securities Law of the people’s Republic of China 14. Administrative measures: Administrative Measures for equity incentive of listed companies 15. Guidelines for self regulatory supervision: guidelines for self regulatory supervision of listed companies of Shenzhen Stock Exchange No. 1 – business handling 16. Company charter: articles of association 17. CSRC: China Securities Regulatory Commission 18 Stock Exchange: Shenzhen Stock Exchange 19. Securities Depository and clearing institution: Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. 20 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 Changying Xinzhi Technology Co.Ltd(002664) . All parties involved in the plan have assured 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, 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 does not assume any risk liability arising therefrom.
(II) the independent financial adviser only expresses opinions on whether the incentive plan is fair and reasonable to Changying Xinzhi Technology Co.Ltd(002664) shareholders, the impact on shareholders’ rights and interests and the sustainable operation of the listed company, does not constitute any investment suggestions for Changying Xinzhi Technology Co.Ltd(002664) , and does not bear any responsibility for the possible risks arising from any investment decisions made by investors based on 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 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 consultant conducted in-depth investigation on the matters involved in the incentive plan and carefully reviewed the relevant materials. The scope of the investigation includes the procedures of the listed company, salary management measures, resolutions of the previous board of directors and general meetings of shareholders The company’s financial report and the company’s production and operation plan for the last three years and the latest period, and has effectively communicated with the 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.
This 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 incentive plan are true and reliable;
(IV) there are no other obstacles to this incentive plan, and all agreements involved can be effectively approved and finally completed on schedule;
(V) all parties involved in this 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 stock option incentive plan
Changying Xinzhi Technology Co.Ltd(002664) the stock option incentive plan for 2022 is formulated by the salary 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 Changying Xinzhi Technology Co.Ltd(002664) , the stock option incentive plan is adopted for the incentive objects of the company. This report of the independent financial adviser will give professional opinions on the stock option incentive plan. (I) scope and distribution of incentive objects
The total number of incentive objects involved in this incentive plan is 125, including:
1. Directors of the company;
2. Middle and senior managers of the company;
3. The core technology (business) backbone of the company.
The incentive objects granted by this incentive plan do not include 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. Among the above incentive objects, all incentive objects must have employment, employment or labor relations with the company or its holding subsidiaries within the assessment period of the incentive plan.
The distribution of stock options granted by the incentive plan among incentive objects is shown in the table below (the calculation results of the following percentages are rounded to two decimal places):
Name: the proportion of the stock options granted by the position to the total number of (10000) rights announced in the incentive plan during the period of the proposed grant of shares, and the proportion of the total daily share capital
Xu Zhenghui, director and general manager 20 3.33% 0.05%
Li Haiqiang, director and deputy general manager 16 2.66% 0.04%
Chen Shihai, deputy general manager and director 16 2.66% 0.04%
Meeting secretary
Chu Ruiming financial director 16 2.66% 0.04%
Middle managers and core technology 532.50 88.69% 1.32%
(business) backbone (121 persons)
Total (125 persons) 600.50 100.00% 1.49%
Note: ① the shares of the company granted by any of the above incentive objects through all effective equity incentive plans do not exceed 1% of the total share capital of the company. The total number of subject shares involved in all effective incentive plans of the company shall not exceed 10% of the total share capital of the company.
② The incentive objects of this incentive plan do not include 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.
③ In the above table, the difference in mantissa between the sum of partial total and each detailed number is caused by rounding.
(II) number of stock options granted
1. Stock source of this incentive plan
The stock source of this incentive plan is the company’s A-share common stock issued to the incentive object.
2. Number of stock options granted
The company plans to grant 6.055 million stock options to the incentive objects, accounting for 1.49% of the total share capital of 403.88 million shares at the time of announcement of the incentive plan. This grant is a one-time grant without reserved rights and interests.
The total number of underlying shares involved in all equity incentive plans of the company within the validity period shall not exceed 10% of the total share capital of the company. The cumulative number of shares of the company granted by any incentive object in the incentive plan through all equity incentive plans within the validity period does 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 incentive plan to the completion of the exercise of stock options by the incentive object, if the company has matters such as the conversion of capital reserve into share capital, the distribution of stock dividends, the division or reduction of shares, and the allotment of shares, the number of stock options and the total number of underlying shares involved will be adjusted accordingly. (III) validity period, grant date and relevant time arrangement after grant of stock options
1. Period of validity
The validity period of this incentive plan is from the date of granting stock options to the date when all the stock options granted to the incentive object are exercised or cancelled, and the longest period shall not exceed 48 months.
2. Grant date
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 complete the determination of grant date, grant registration, announcement and other relevant procedures 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, the implementation of the incentive plan will be terminated, and the stock options not granted will be invalid.
3. Waiting period
The stock option waiting period of this incentive plan is the period from the date of stock option grant to the date of stock option exercise. The stock options of the incentive plan are exercised in three times, and the corresponding waiting periods are 12 months, 24 months and 36 months respectively. The stock options granted to the incentive object shall not be transferred, used to guarantee or repay debts. 4. Vesting date
After the incentive plan is approved by the general meeting of shareholders, the stock option can be exercised after 12 months from the date of grant. The exercisable date must be a trading day, but may not be exercised within 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 shares and their derivatives or the date of entering the decision-making process to 2 trading days after disclosure according to law;
(4) Other periods stipulated by the CSRC and Shenzhen Stock Exchange.
After 12 months from the date of grant of the incentive plan, the incentive object shall exercise the stock option in three periods in the next 36 months. The exercise period of the option and the exercise schedule of each period are shown in the table:
Exercise arrangement exercise time exercise proportion
The first exercise period starts from the first trading day 12 months after the date of stock option grant to 50% of the shares
The last trading day within 24 months from the date of grant of the option
Second row
