Shenzhen Tashan Enterprise Management Consulting Co., Ltd
On Qiaoyin City Management Co.Ltd(002973) 2022 stock option incentive plan (Draft)
Independent financial advisor Report
January, 2002
catalogue
catalogue 1 interpretation 2 declare that 3 I. main contents of stock option incentive plan 4 (I) stock source and grant quantity of stock options 4 (II) scope of incentive objects and distribution of stock options 4 (III) exercise price and determination method of stock options 5 (IV) validity period, grant date, waiting period, exercise arrangement and sales restriction provisions of stock option incentive plan 5 (V) conditions for granting and exercising stock options 8 (VI) other contents of stock option incentive plan 11 II. Opinions of independent financial advisor 12 (I) verification opinions on the feasibility of implementing the equity incentive plan 12 (II) verification opinions on accounting treatment of equity incentive plan 14 (III) verification opinions on the implementation of the assessment system of equity incentive plan 14 (IV) verification opinions on the impact of the implementation of equity incentive plan on the company’s sustainable operation ability and shareholders’ equity 15 (V) verification opinions on whether the implementation of equity incentive plan damages the interests of the company and all shareholders 15 III. documents and places for future reference 17 (I) documents for future reference 17 (II) location for future reference seventeen
interpretation
In this report, unless the context otherwise requires, the following words have the following meanings:
Qiaoyin City Management Co.Ltd(002973) . Company refers to Qiaoyin City Management Co.Ltd(002973) (Securities abbreviation: Qiaoyin City Management Co.Ltd(002973) ; securities code: 002973)
This incentive plan and this plan refer to Qiaoyin City Management Co.Ltd(002973) 2022 stock option incentive plan
Equity incentive plan (Draft), this refers to the Qiaoyin City Management Co.Ltd(002973) 2022 stock option incentive plan (Draft)
Report of Shenzhen Tashan Enterprise Management Consulting Co., Ltd. on the independent financial consultant of overseas Chinese bank for urban management and the independent financial consultant report of 2022 stock option incentive plan (Draft) of this report
Stock option refers to the right granted by the company to the incentive object to purchase a certain number of shares of the company under predetermined conditions in a certain period of time in the future
Incentive object refers to the personnel participating in the incentive plan
Grant date refers to the date on which the company grants stock options to incentive objects, and the grant date must be the trading day
The exercise price refers to the price at which the incentive object purchases the company’s shares determined in the incentive plan
The period during which the conditions for the incentive object to exercise the stock option set in the incentive plan have not yet waited for the achievement of the expected index shall be calculated from the date of completing the registration of the stock option granted to the incentive object
Exercise period refers to the period during which the stock options held by the incentive object can be exercised after the exercise conditions set in the incentive plan are met
Exercise conditions refer to the conditions determined in the incentive plan that must be met by the incentive object to exercise stock options
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 Qiaoyin City Management Co.Ltd(002973) articles of association
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shenzhen Stock Exchange
The independent financial consultant refers to Shenzhen Tashan Enterprise Management Consulting Co., Ltd
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
Statement
He Shan consulting is entrusted to act as an independent financial consultant of Qiaoyin City Management Co.Ltd(002973) 2022 stock option incentive plan and issue this report. For the issuance of this report, the independent financial advisor hereby makes the following statement:
1. This report is prepared in accordance with the company law, the securities law, the administrative measures and other laws, regulations and normative documents, and based on the relevant materials and information provided by the company. The company has guaranteed that the relevant materials and information provided about the incentive plan are true, accurate and complete, and there are no false records, misleading statements or major omissions.
2. The independent financial adviser only gives professional opinions on the feasibility of the incentive plan, whether it is conducive to the sustainable development of the listed company, whether it damages the interests of the listed company and its impact on the interests of shareholders, which does not constitute any investment suggestions for the listed company 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 opinions expressed in this report are based on the following assumptions: there is no significant change in the current relevant national laws, regulations and policies; There is no significant change in the market, economic and social environment of the region and industry where the company is located; The materials and information provided by the company are true, accurate and complete; All parties involved in this incentive plan can fully and properly perform all obligations in good faith in accordance with the terms of this incentive plan and relevant agreements; The incentive plan has no other obstacles and can be completed smoothly; There are no other force majeure and unpredictable factors causing significant adverse effects.
4. The independent financial consultant issues this report in accordance with the principles of objectivity, impartiality and good faith. This report is only for the purpose for which the company intends to implement this incentive plan, and shall not be used for any other purpose.
1、 Main contents of stock option incentive plan (I) stock source and grant quantity of stock option
1. The stock source of this incentive plan is the company’s A-share common stock issued to the incentive object. 2. The number of stock options to be granted in the incentive plan is 6 million, accounting for about 1.47% of the total share capital of 408663324 shares at the time of announcement of the draft incentive plan. Among them, 5.47 million shares were granted for the first time, accounting for about 1.34% of the company’s total share capital of 408663324 shares at the time of announcement of the draft incentive plan, and about 91.17% of the total equity to be granted this time; 530000 reserved grants, accounting for about 0.13% of the company’s total share capital of 408663324 shares at the time of announcement of the draft incentive plan, and about 8.83% of the total equity to be granted this time. The company is in the conversion period of convertible corporate bonds, and the total share capital referred to in this draft is the number of shares on December 31, 2021.
The total shares of the company involved in the equity incentive plan within the validity period of the company shall not exceed 10% of the total share capital of the company.
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 granted / exercised will be adjusted accordingly. (II) scope of incentive objects and distribution of stock options
No more than 75 incentive objects are granted for the first time in this incentive plan, including directors and senior managers of the company, as well as other personnel that the board of Directors considers should be encouraged (excluding 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).
All incentive objects must work in the company (including subsidiaries) and sign labor contracts or employment agreements when the company grants stock options and during the assessment period of this incentive plan.
Within 12 months after the incentive plan is considered and approved by the general meeting of shareholders, the incentive objects reserved for grant shall be determined with reference to the standard of incentive objects granted for the first time.
The distribution of stock options granted under the incentive plan is shown in the table below:
Serial number name number of positions granted accounting for the total granted accounting for the total share capital
(10000 copies)
1 Huang Jinling, director and deputy general manager 30.00 5.00% 0.07%
2 Hu Wei, deputy general manager 30.00 5.00% 0.07%
3 Zhou Danhua, director and deputy general manager 12.00 2.00% 0.03%
4 Chen Chunxia, Secretary of the board of directors 12.00 2.00% 0.03%
5 Liu meihui CFO 12.00 2.00% 0.03%
6 other personnel deemed by the board of directors to be encouraged 451.00 75.17% 1.10%
(70 persons in total)
Reserve 53.00 8.83% 0.13%
Total 600.00 100.00% 1.47%
Note: any difference in mantissa between the sum of the above total data and each detailed data is caused by rounding.
The cumulative shares of the company granted by any incentive object of the incentive plan through all the equity incentive plans within the validity period shall not exceed 1% of the total share capital of the company. (III) exercise price and determination method of stock options
1. Exercise price of stock options
The exercise price of stock options (including reserved) granted by the incentive plan is 15.20 yuan / share. That is, after meeting the exercise conditions, each stock option granted to the incentive object can purchase the A-share common shares issued by the company at the price of 15.20 yuan per share.
2. Determination method of exercise price of stock option
The exercise price of the stock options (including reserved) granted by the incentive plan shall not be lower than the par value of the company’s shares, and shall not be lower than the higher of the following prices:
(1) The average trading price of the company’s shares on the trading day before the announcement of the incentive plan (the total trading volume of the company’s shares on the previous trading day / the total trading volume of the company’s shares on the previous trading day) is 14.91 yuan per share;
(2) The average trading price of the company’s shares in the 60 trading days before the announcement of the incentive plan (the total trading volume of the company’s shares in the first 60 trading days / the total trading volume of the company’s shares in the first 60 trading days) is 15.20 yuan per share. (IV) the validity period, grant date, waiting period, exercise arrangement and sales restriction provisions of the stock option incentive plan
1. Term of validity
The validity period of this incentive plan is from the date of the first grant of stock options to the date of full exercise or cancellation, with a maximum of 60 months.
2. Grant date
After the incentive plan is deliberated and approved by the general meeting of shareholders of the company, the board of directors shall determine the grant date, which must be the trading day. Within 60 days from the date when the general meeting of shareholders deliberates and approves the incentive plan, the company will convene the board of directors in accordance with relevant regulations, determine the first grant date, and complete registration, announcement and other relevant procedures. If the company fails to complete the above work within 60 days, it shall disclose the reasons for the failure in time, terminate the implementation of the incentive plan, and the stock options not granted shall become invalid. The reserved rights and interests shall be granted within 12 months after the incentive plan is considered and approved by the general meeting of shareholders.
3. Waiting period and exercise arrangement
The waiting periods of stock options granted under this incentive plan are 12 months, 24 months and 36 months respectively from the date of completion of grant registration. The stock options granted to the incentive object under this incentive plan shall not be transferred, pledged, mortgaged, used to guarantee or repay debts.
After the waiting period of the incentive plan expires, the stock options granted to the incentive object enter the vesting period. 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 is delayed due to special reasons, it shall be calculated from 30 days before the original scheduled announcement date;
(2) Ten 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 the date of disclosure according to law;
(4) Other periods prescribed by the CSRC and Shenzhen Stock Exchange.
The first award of this incentive plan
