Securities abbreviation: Jolywood (Suzhou) Sunwatt Co.Ltd(300393) securities code: 300393 Shanghai Rongzheng Investment Consulting Co., Ltd
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Jolywood (Suzhou) Sunwatt Co.Ltd(300393)
Restricted stock incentive plan for 2022 (Draft)
of
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) number of restricted shares granted 8 (III) validity period, grant date, ownership arrangement and lock up period of restricted shares 8 (IV) vesting and vesting conditions of restricted shares 10 (V) the granting price of restricted shares and the determination method of the granting price 13 (VI) other contents of the incentive plan 13 v. opinions of independent financial adviser 15 (I) verification opinions on whether the Jolywood (Suzhou) Sunwatt Co.Ltd(300393) 2022 restricted stock incentive plan meets the provisions of policies and regulations 15 (II) verification opinions on the feasibility of the company’s equity incentive plan 16 (III) verification opinions on the scope and qualification of incentive objects 16 (IV) verification opinions on the amount of equity granted under the equity incentive plan 17 (V) verification opinions on whether the listed company provides any form of financial assistance to the incentive object 18 (VI) verification opinions on the pricing method of the award price of the incentive plan 18 (VII) verification opinions on whether the equity incentive plan damages the interests of the listed company and all shareholders 19 (VIII) financial opinions on the implementation of equity incentive plan of the company 21 (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 21 (x) opinions on the rationality of the performance appraisal system and methods of listed companies 22 (XI) others 22 (XII) other matters that should be explained 23 VI. documents for future reference and consultation methods 24 (I) documents for future reference 24 (II) consultation method 24 I. interpretation
Jolywood (Suzhou) Sunwatt Co.Ltd(300393) , the company and the public refer to Jolywood (Suzhou) Sunwatt Co.Ltd(300393)
Company, listed company
This incentive plan and this plan refer to Jolywood (Suzhou) Sunwatt Co.Ltd(300393) 2022 restricted stock incentive plan and equity incentive plan
Restricted stock and class II restricted stock refer to the shares of the company obtained and registered by the institutional stock after meeting the corresponding attribution conditions
Incentive objects refer to the directors, senior managers, middle managers and core technical (business) personnel of the company who obtain restricted shares in accordance with the provisions of this incentive plan
Grant date refers to the date on which the company grants restricted shares to incentive objects
The grant price refers to the price of each restricted stock granted by the company to the incentive object
Validity period refers to the period from the date of the first grant of restricted shares to the date when all the restricted shares granted to the incentive object are vested or invalid
Attribution refers to the behavior of a listed company to register its shares in the account of the incentive object after the restricted stock incentive object meets the benefit conditions
Vesting conditions refer to the benefit conditions set up by the restricted stock incentive plan, and the incentive object is to obtain the restricted stock
Vesting date refers to the date on which the authorized shares are registered after the restricted stock incentive object meets the benefit conditions. It must be the trading day
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
“Listing Rules” refers to the Shenzhen Stock Exchange GEM Listing Rules (revised in December 2020)
(subscription)
“Business handling” refers to the “Shenzhen Stock Exchange GEM listed companies self regulatory guidelines No. 1 – business handling”
Articles of association means the Jolywood (Suzhou) Sunwatt Co.Ltd(300393) articles of association
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shenzhen Stock Exchange
Yuan means RMB yuan
Note: 1. Unless otherwise specified, the financial data and financial indicators quoted in the draft incentive plan refer to the financial data in the consolidated statement and the financial indicators calculated based on such financial data.
2. If there is any difference in the mantissa between the sum of some total figures and each detailed figure in the draft incentive plan, it is caused by rounding.
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 Jolywood (Suzhou) Sunwatt Co.Ltd(300393) . All parties involved in the 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 incentive plan is fair and reasonable to Jolywood (Suzhou) Sunwatt Co.Ltd(300393) shareholders, the impact on shareholders’ rights and interests and the sustainable operation of the listed company, does not constitute any investment suggestions for Jolywood (Suzhou) Sunwatt Co.Ltd(300393) , 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 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 consultant has conducted in-depth investigation on the matters involved in the 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, general meeting of shareholders, financial reports of relevant companies The company’s production and operation plan, 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 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 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 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
Jolywood (Suzhou) Sunwatt Co.Ltd(300393) the restricted stock 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 Jolywood (Suzhou) Sunwatt Co.Ltd(300393) , this restricted stock incentive plan is implemented for the incentive objects of the company. This report of the independent financial adviser will give professional opinions on this incentive plan. (I) scope and distribution of incentive objects
The total number of incentive objects granted by the incentive plan for the first time is 326, including the following personnel who worked in the company when the company announced the incentive plan:
(I) directors and senior managers;
(II) middle managers;
(III) core technical (business) personnel.
Among the above incentive objects, directors and senior managers must be elected by the general meeting of shareholders or appointed by the board of directors of the company, and other incentive objects must have employment or labor relations with the company (including subsidiaries).
The incentive objects of this incentive plan include the actual controller of the company and foreign employees.
Mr. Lin Jianwei and Ms. Zhang Yuzheng, the incentive objects of the incentive plan, are husband and wife, the actual controllers of the company, and jointly hold 316431441 shares of the company, accounting for 29.04% of the total share capital of the company on the announcement date of the draft incentive plan. Mr. Lin Jianwei has served as the chairman and general manager of the company since May 2011, which has a significant impact on the formulation of the company’s future strategic policies, the control of business decisions and the management of major business matters. 2022-2024 is an important stage of the company’s development. In order to further enhance the company’s core competitiveness and expand its market share, Mr. Lin Jianwei, the general manager, will discuss with other managers of the company to lead the company to further improve the multi-dimensional expansion of production capacity, supply chain, sales and market, layout the phased development plan and actively implement it, Including but not limited to starting the expansion of high-efficiency battery production in Shanxi comprehensive reform zone. In the future, with the further improvement of the production capacity of each section and the further expansion of business capacity, the overall scale of the company will be further expanded. Mr. Lin Jianwei will continue to devote himself to the company’s photovoltaic industry and promote the development of the company’s overall business. As the chairman of Zhonglai Minsheng (an important subsidiary of the company), Ms. Zhang Yuzheng has played a key role in the exploration and development of household distributed business model in the past and the direction control of cooperation with central enterprises, and will have a positive impact on the future development of household business of Zhonglai Minsheng.
Therefore, the incentive plan takes Mr. Lin Jianwei and Ms. Zhang Yuzheng as incentive objects, which is in line with the actual situation and development needs of the company and the provisions of relevant laws and regulations such as the listing rules. It is necessary and reasonable. The incentive plan includes foreign employees. The reason why the company includes them in the incentive plan is that the foreign incentive objects participating in the incentive plan play an important role in the company’s daily management, operation and technology research and development, and belong to the company’s middle-level managers and core technicians; Equity incentive is a common incentive means for listed companies. This incentive plan will further promote the construction and stability of the company’s core talent team, so as to contribute to the long-term development of the company.
In addition to the above personnel, the company does not have other shareholders or actual controllers who individually or jointly hold more than 5% of the shares of the listed company and their spouses, parents and children as the incentive objects of the incentive plan, and the incentive objects do not have the following circumstances that cannot become the incentive objects:
1. Being identified as an inappropriate candidate by the stock exchange within the last 12 months;
2. Those who have been identified as inappropriate candidates by the CSRC and its dispatched offices within the last 12 months;
3. Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations within the last 12 months;
4. Those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law;
5. Those who are not allowed to participate in the equity incentive of listed companies according to laws and regulations;
6. Other circumstances recognized by the CSRC.
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 accurately disclose the relevant information of the incentive object on the designated website in time as required. If the incentive object is not specified for more than 12 months, the reserved rights and interests shall become invalid. The criteria for determining the reserved incentive object shall be determined with reference to the criteria for the first award.
The distribution of restricted shares granted by the incentive plan among incentive objects is shown in the table below:
Proportion of the total number of restricted shares granted in the incentive plan to the total number of shares (10000 shares) at the time of announcement of the draft
1 Lin Jianwei
