Guosen Securities Co.Ltd(002736)
about
Matters related to the lifting of restrictions in the first lifting period of restricted stock incentive plan in 2019
of
Independent financial advisor Report
Independent financial advisor
January, 2002
catalogue
Chapter I interpretation 3 Chapter II states that 4 chapter III basic assumptions Chapter IV approval procedures for the implementation of this restricted stock incentive plan 6 Chapter V achievements of the conditions for lifting the restrictions in the first lifting period eight
1、 The first description of the achievement of the conditions for lifting the restrictions during the lifting of the restrictions eight
2、 The number of incentive objects and restricted shares that can be unlocked this time Chapter VI repurchase and cancellation of some restricted shares and adjustment of repurchase price eleven
1、 The reason, quantity, price and capital source of the repurchase and cancellation of restricted shares eleven
2、 Changes in share capital structure after the cancellation of this repurchase twelve
3、 The impact of this repurchase cancellation on the company's performance 12 Chapter VII concluding observations of the independent financial adviser fourteen
Chapter I interpretation
In this independent financial advisor report, unless otherwise specified, the following abbreviations have the following meanings: Gui Zhou Tyre Co.Ltd(000589) , this company, refers to Gui Zhou Tyre Co.Ltd(000589) company, independent financial advisor of listed company, and this refers to Guosen Securities Co.Ltd(002736) independent financial advisor
Report of Guosen Securities Co.Ltd(002736) independent financial adviser on matters related to the lifting of restrictions in the first lifting period of mandatory stock incentive plan in Gui Zhou Tyre Co.Ltd(000589) 2019
This plan, incentive plan
Restricted stock incentive plan refers to the Gui Zhou Tyre Co.Ltd(000589) 2019 restricted stock incentive plan
Row
According to the conditions and prices specified in the incentive plan, the company grants a certain number of restricted shares to the incentive object, which refers to the company's shares. These shares are set with a certain period of restricted sales period. After reaching the conditions for lifting the restricted sales specified in the incentive plan, the restricted shares can be sold and benefited
Incentive objects refer to the directors, middle and senior managers and key employees of the company who obtain restricted shares in accordance with the provisions of this 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
The grant price refers to the price of each restricted stock granted by the company to the incentive object
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 repurchased and cancelled
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
Articles of association means the Gui Zhou Tyre Co.Ltd(000589) articles of association
CSRC refers to the China Securities Regulatory Commission
Guiyang SASAC refers to the state owned assets supervision and Administration Commission of Guiyang Municipal People's government
Yuan means RMB yuan
Chapter II declaration
The independent financial advisor hereby makes the following statement on this report:
1. The documents and materials on which the independent financial adviser's report is based are provided by Gui Zhou Tyre Co.Ltd(000589) . All parties involved have guaranteed to the independent financial adviser that all 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 Responsible for accuracy, completeness and timeliness. The independent financial advisor does not assume any risk liability arising therefrom.
2. The independent financial adviser only gives opinions on whether the matters related to the lifting of the restrictions in the first lifting period of the Gui Zhou Tyre Co.Ltd(000589) restricted stock incentive plan in 2019 are fair and reasonable, and the impact on the shareholders' rights and interests and the continuous operation of the listed company. It does not constitute any investment suggestions for Gui Zhou Tyre Co.Ltd(000589) and the possible risks arising from any investment decisions made by investors according to this report, The independent financial advisor assumes no responsibility.
3. 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.
4. The independent financial adviser urges all shareholders and investors of the listed company to carefully read the relevant information publicly disclosed by the listed company on the lifting of the restrictions on the sale of the restricted stock incentive plan.
5. Based on the principles of diligence, prudence and due diligence to all shareholders of the listed company, and based on the principles of objectivity and impartiality, the independent financial adviser conducted an in-depth investigation on the matters involved in the lifting of the restrictions on sales of the restricted stock incentive plan and carefully reviewed the relevant materials. The scope of the investigation included the articles of association of the listed company, salary management measures, resolutions of previous board of directors and shareholders' meetings 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 in accordance with the requirements of laws, regulations and normative documents such as 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 Trial Measures for the implementation of equity incentive by state-controlled listed companies (within China), and the notice on issues related to regulating the implementation of equity incentive system by state-controlled listed companies, And according to the relevant information provided by the listed company.
Chapter III basic assumptions
The independent financial advisor's report issued by the independent financial advisor is based on the following assumptions: 1. There is no significant change in the current relevant national laws, regulations and policies;
2. The information on which the independent financial adviser is based is authentic, accurate, complete and timely; 3. Gui Zhou Tyre Co.Ltd(000589) the relevant documents issued for the lifting of sales restrictions are true and reliable;
4. There are no other obstacles to this restricted stock incentive plan, and all agreements involved can be effectively approved and finally completed on schedule;
5. 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;
6. There is no significant adverse impact caused by other unpredictable and irresistible factors.
Chapter IV approval procedures for the implementation of this restricted stock incentive plan
1. On December 9, 2019, the company held the 9th meeting of the 7th board of directors and the 6th meeting of the 7th board of supervisors, deliberated and adopted the proposal on the company's 2019 restricted stock incentive plan (Draft) and its summary, and the proposal on the company's assessment and management measures for the implementation of 2019 restricted stock incentive plan Proposal on requesting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the company's 2019 restricted stock incentive plan, proposal on verifying the list of incentive objects of the company's 2019 restricted stock incentive plan, etc. The independent directors of the company gave their independent opinions, and the lawyers hired by the company issued relevant legal opinions. For details, see the relevant announcement issued by the company on cninfo.com on December 10, 2019.
2. On December 11, 2019, the independent financial consultant hired by the company issued the independent financial consultant report. 3. On December 13, 2019, the state owned assets supervision and Administration Commission of Guiyang issued the reply on the request for instructions of Guiyang industrial and Commercial Investment Group Co., Ltd. on Gui Zhou Tyre Co.Ltd(000589) implementing the restricted stock incentive plan, which agreed in principle to the company's implementation of the restricted stock incentive plan in 2019.
4. From December 10, 2019 to December 20, 2019, the company publicized the names and positions of the list of incentive objects within the company. During the publicity period, the board of supervisors of the company did not receive any objection related to the incentive objects. On December 24, 2019, the board of supervisors of the company disclosed the review opinions and publicity statement of the board of supervisors on the list of incentive objects of the company's 2019 restricted stock incentive plan.
5. On December 30, 2019, the company held the fourth extraordinary general meeting of shareholders in 2019, deliberated and adopted the proposal on the company's 2019 restricted stock incentive plan (Draft) and its summary Proposal on the management measures for the implementation and assessment of the company's restricted stock incentive plan in 2019 and proposal on submitting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the company's restricted stock incentive plan in 2019. 6. On December 31, 2019, the company disclosed the Gui Zhou Tyre Co.Ltd(000589) self inspection report on the trading of the company's shares by insiders of the company's restricted stock incentive plan in 2019.
7. On January 16, 2020, the company held the 10th meeting of the 7th board of directors and the 7th Meeting of the 7th board of supervisors, deliberated and adopted the proposal on adjusting the list and number of incentive objects of the company's 2019 restricted stock incentive plan and the proposal on granting restricted shares to incentive objects, The board of supervisors verified the list of incentive objects granted restricted shares this time, and the independent directors of the company expressed independent opinions on relevant matters. The lawyer hired by the company has issued relevant legal opinions, and the independent financial consultant hired by the company has issued an independent financial consultant report.
8. On February 10, 2020, the company issued the announcement on the completion of the grant registration of the restricted stock incentive plan in 2020. After examination and confirmation by Shenzhen Stock Exchange and Shenzhen Branch of China Securities Depository and Clearing Co., Ltd., the company has completed the grant registration procedures of the restricted stock incentive plan in 2019. The company granted 22125000 restricted shares to 444 incentive objects. The grant date of this incentive plan is January 16, 2020, and the listing date of the restricted shares granted this time is February 11, 2020.
9. On January 24, 2022, the company held the 30th meeting of the 7th board of directors and the 23rd Meeting of the 7th board of supervisors, deliberated and adopted the proposal on the achievement of lifting the restrictions during the first lifting period of the restricted stock incentive plan in 2019 The independent directors of the company issued clear and independent opinions on the proposal on repurchase and cancellation of some restricted shares in the 2019 restricted stock incentive plan and adjustment of repurchase price. The lawyer hired by the company issued a legal opinion.
In conclusion, as of the date of issuance of this report, the company has fulfilled the necessary approval and authorization procedures at this stage during the first lifting period of the restricted stock incentive plan in 2019, which is in line with the relevant provisions of the administrative measures and the restricted stock incentive plan in 2019.
Chapter V achievements of the conditions for lifting the restrictions in the first lifting period
1、 Description of the achievement of the conditions for lifting the restrictions in the first lifting period
According to the provisions of the company's restricted stock incentive plan in 2019, the conditions for lifting the restrictions in the first lifting period of the company's restricted stock incentive plan in 2019 have been achieved. A total of 443 incentive objects meet the conditions for lifting the restrictions this time, and the number of restricted shares that can be lifted is 7.352 million shares, accounting for 0.77% of the company's current total share capital. The details are as follows:
(I) description of the expiration of the first period for lifting the restrictions on sales
The restricted shares granted by the company's restricted stock incentive plan in 2019 are restricted for 24 months, 36 months and 48 months from the date of completion of grant registration, as follows:
Lifting of restrictions on sales arrangement lifting of restrictions on sales time lifting of restrictions on sales proportion
24 months from the date of completion of registration of the grant of restricted shares granted
From the first trading day of the first lifting of the restriction period to 1 / 3 of the date when the registration of the grant of restricted shares is completed
Ending on the last trading day within 36 months
36 months from the date of completion of registration of the grant of restricted shares granted
From the first trading day of the second release period to 1 / 3 of the date when the registration of the grant of restricted shares is completed
Ending on the last trading day within 48 months
48 months from the date of completion of registration of the grant of restricted shares granted
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