Securities code: 002812 securities abbreviation: Yunnan Energy New Material Co.Ltd(002812) bond Code: 128095 bond abbreviation: Enjie convertible bonds Shanghai Rongzheng Investment Consulting Co., Ltd
about
Yunnan Energy New Material Co.Ltd(002812) 2022 stock option and restricted stock 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 and restricted stock incentive plan six
(I) scope and distribution of incentive objects six
(II) number of stock options and restricted shares granted seven
(III) stock source eight
(IV) validity period, grant date and relevant time arrangement after grant of stock options and restricted shares eight
(V) exercise / grant price of stock options and restricted shares eleven
(VI) assessment of incentive plan twelve
(VII) other contents of the incentive plan 17 v. opinions of independent financial adviser eighteen
(I) verification opinions on whether stock options and restricted stock incentive plans comply with policies and regulations eighteen
(II) verification opinions on the feasibility of the company’s equity incentive plan nineteen
(III) verification opinions on the scope and qualification of incentive objects nineteen
(IV) verification opinions on the amount of equity granted under the equity incentive plan twenty
(V) verification opinions on whether the listed company provides any form of financial assistance to the incentive object twenty
(VI) verification opinions on the rationality of the pricing basis and pricing method of the grant price of restricted shares twenty-one
(VII) verification opinions on whether the equity incentive plan damages the interests of the listed company and all shareholders twenty-three
(VIII) financial opinions on the implementation of equity incentive plan of the company twenty-four
(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 twenty-four
(x) opinions on the rationality of the performance appraisal system and methods of listed companies twenty-five
（11） Others twenty-six
（12） Other matters that should be explained 27 VI. documents for future reference and consultation methods twenty-eight
(I) documents for future reference twenty-eight
(II) consultation method 28 I. interpretation in this independent financial adviser’s report, unless the context specifies, the following abbreviations have the following meanings:
Listed company, company, refers to Yunnan Energy New Material Co.Ltd(002812)
Yunnan Energy New Material Co.Ltd(002812)
Independent financial consultant refers to Shanghai Rongzheng Investment Consulting Co., Ltd
The independent financial advisory report of Shanghai Rongzheng Investment Consulting Co., Ltd. on Yunnan Enjie new materials Co., Ltd. refers to the independent financial advisory report of the 2022 stock option and restricted stock incentive plan (Draft) of the company
This incentive plan refers to the Yunnan Energy New Material Co.Ltd(002812) 2022 stock option and restricted stock incentive plan
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
According to the conditions and prices specified in the incentive plan, the company grants the incentive object a certain amount of company shares with restricted stock index. These shares are set with a certain period of restricted sales period. After meeting the conditions for lifting the restricted sales specified in the incentive plan, the restricted sales can be lifted and listed for circulation
Incentive objects refer to the senior managers, middle managers and core technical and business backbones of the company who obtain stock options or restricted shares in accordance with the provisions of this incentive plan
The grant date refers to the date on which the company grants rights and interests to the incentive object, and the grant date must be the trading day
The waiting period refers to the period between the date when the registration of stock option grant is completed and the date when the stock option is exercisable
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 at which the incentive object purchases the company’s shares as determined in the incentive plan
Exercise conditions refer to the conditions that must be met for the incentive object to exercise the stock option according to the stock option incentive plan
The grant price refers to the price of each restricted stock granted by the company to the incentive object
The restricted sale period refers to the period during which the restricted shares granted to the incentive object under the incentive plan are prohibited from being transferred, used for guarantee and debt repayment
The period of lifting the restriction on sales refers to the period during which the restricted shares held by the incentive object can be lifted and listed for circulation after the conditions for lifting the restriction on sales specified in the incentive plan are met
The conditions for lifting the restriction on sale 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
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
The Administrative Measures refer to the administrative measures for equity incentive of listed companies
The articles of association refers to the Yunnan Energy New Material Co.Ltd(002812) articles of association
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shenzhen Stock Exchange
Yuan means RMB yuan
2、 Statement
(I) the documents and materials on which the independent financial adviser’s report is based are provided by Yunnan Energy New Material Co.Ltd(002812) . 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 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 gives opinions on whether the equity incentive plan is fair and reasonable to Yunnan Energy New Material Co.Ltd(002812) shareholders, the impact on shareholders’ rights and interests and the sustainable operation of the listed company, does not constitute any investment suggestions for Yunnan Energy New Material Co.Ltd(002812) , 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 equity incentive plan publicly disclosed by the listed company.
(V) based on the principle of being diligent, prudent and responsible to all shareholders of the listed company, the independent financial consultant conducted in-depth investigation on the matters involved in the equity incentive plan and carefully reviewed the relevant materials. The scope of the investigation includes the articles of association 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 equity incentive plan are true and reliable;
(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.
4、 Main contents of this stock option and restricted stock incentive plan
Yunnan Energy New Material Co.Ltd(002812) the incentive plan for stock options and restricted stocks in 2022 is formulated by the salary and assessment committee under the board of directors of listed companies. According to the current policy environment in China and the actual situation of Yunnan Energy New Material Co.Ltd(002812) , equity incentive plan is adopted for the incentive objects of the company. The independent financial adviser will give professional opinions on the company’s equity incentive plan.
(I) scope and distribution of incentive objects
The incentive plan grants a total of 1012 incentive objects, including the following three categories:
1. Senior management;
2. Middle managers;
3. Core technology and business backbone.
The incentive objects involved in 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, the directors and senior managers of the company must be elected by the general meeting of shareholders or appointed by the board of directors. All incentive objects must have employment, employment or labor relations with the company or its subsidiaries within the grant and the validity of the incentive plan.
The distribution of stock options granted by the incentive plan among incentive objects is shown in the table below:
The shares granted account for the current share of the company
Name position right number of options total share capital ratio
(10000 copies) proportion example
Yu Xue, deputy general manager and Secretary of the board of directors 4.0000 2.5230% 0.0045%
Middle managers, core technology and business backbone 154.5437 97.4770% 0.1732%
(1011 persons)
Total (1012 persons) 158.5437 100.00% 0.1777%
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 when the equity incentive plan is submitted to the general meeting of shareholders. 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 when the equity incentive plan is submitted to the general meeting of shareholders.
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 shares of the company and their spouses, parents and children.
3. 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.
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 the proportion of restricted shares granted to the total share capital of the company’s current name, position, number of shares (10000 shares)
Yu Xue, deputy general manager and Secretary of the board of directors 4.0000 2.5230% 0.0045%
Middle management, core technology and business backbone 154.5437 97.4770% 0.1732% (1011 people)
Total (1012 persons) 158.5437 100.00% 0.1777%
Note: 1. Any of the above
