Securities abbreviation: Shanghai Haoyuan Chemexpress Co.Ltd(688131) securities code: 688131 Shanghai Rongzheng Investment Consulting Co., Ltd
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Shanghai Haoyuan Chemexpress Co.Ltd(688131)
2022 restricted stock incentive plan (Draft)
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) incentive mode, source and quantity 7 (III) validity period, grant date and ownership arrangement of restricted shares 7 (IV) the grant price of restricted shares and the determination method of the grant price 8 (V) conditions for granting and attribution of incentive plan 10 (VI) other contents of the incentive plan 12 v. opinions of independent financial consultant 13 (I) verification of whether the Shanghai Haoyuan Chemexpress Co.Ltd(688131) 2022 restricted stock incentive plan complies with the provisions of policies and regulations
opinion…… 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 equity limit of equity incentive plan (V) verification opinions on whether the listed company provides any form of financial assistance to the incentive object 15 (VI) verification opinions on the pricing method of equity incentive grant price 15 (VII) verification opinions on whether the equity incentive plan damages the interests of the listed company and all shareholders 16 (VIII) financial opinions on the implementation of the equity incentive plan by the company 18 (IX) opinions on the impact of the company’s implementation of equity incentive plan on the sustainable operation ability and shareholders’ rights and interests of listed companies 18 (x) opinions on the rationality of the performance appraisal system and appraisal methods of listed companies 19 (XI) others 19 (XII) other matters that should be explained 20 VI. documents for future reference and consultation methods 22 (I) documents for future reference 22 (II) consultation method 22 I. interpretation Shanghai Haoyuan Chemexpress Co.Ltd(688131) . The company refers to Shanghai Haoyuan Chemexpress Co.Ltd(688131) company and listed company
This incentive plan and this plan refer to Shanghai Haoyuan Chemexpress Co.Ltd(688131) 2022 restricted stock incentive plan (Draft)
Restricted stock and the second category refer to the shares of the company obtained and registered by the incentive objects who meet the conditions of the incentive plan after meeting the restricted stock documents of the corresponding attribution article
Incentive objects refer to the management personnel, technical (business) backbone and high potential personnel 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
Attribution conditions refer to the benefit conditions set up by the restricted stock incentive plan, and the incentive object is to obtain the incentive 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 Listing Rules of Shanghai Stock Exchange’s Sci tech innovation board
The self regulatory guide refers to the self regulatory guide for listed companies on the science and Innovation Board No. 4 – disclosure of equity incentive information
Articles of association means the Shanghai Haoyuan Chemexpress Co.Ltd(688131) articles of association
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shanghai Stock Exchange
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
Note: 1. Unless otherwise specified, the financial data and financial indicators quoted in this draft refer to the financial data in the consolidated statement and the financial indicators calculated based on such financial data.
2. In this draft, the difference in the mantissa between the sum of some total numbers and each detailed number 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 Shanghai Haoyuan Chemexpress Co.Ltd(688131) . 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, without any omission, 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 restricted stock incentive plan is fair and reasonable to Shanghai Haoyuan Chemexpress Co.Ltd(688131) shareholders, the impact on shareholders’ rights and interests and the sustainable operation of the listed company, does not constitute any investment suggestions for Shanghai Haoyuan Chemexpress Co.Ltd(688131) , and does not bear any responsibility for the possible risks arising from any investment decisions made by investors according to 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 adviser has conducted in-depth investigation on the matters involved in the restricted stock 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, relevant resolutions of the board of directors and the general meeting of shareholders Financial reports of relevant companies, production and operation plans of the company, and effective communication with relevant personnel of listed companies. On this basis, this independent financial consultant 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 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 and other laws, regulations and normative documents, 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 restricted stock 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 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;
(VI) there is no significant adverse impact caused by other unpredictable and force majeure factors.
4、 Main contents of this restricted stock incentive plan
Shanghai Haoyuan Chemexpress Co.Ltd(688131) the restricted stock incentive plan in 2022 is set up by the remuneration and assessment committee under the board of directors of the listed company
The board of directors is responsible for formulating the incentive plan for the company according to the current policy environment and the actual situation of Shanghai Haoyuan Chemexpress Co.Ltd(688131) in China
The incentive object implements this restricted stock incentive plan. This independent financial adviser’s report will focus on restricted stock
We plan to express professional opinions.
(I) scope and distribution of incentive objects
1. The total number of incentive objects to be granted restricted shares for the first time in the incentive plan is 221, accounting for about 30% of the company
By the end of December 2021, 14.87% of the total number of 1486 employees. Including: management personnel, technical (business) personnel
Dry and high diving personnel.
Among the above incentive objects, the directors and senior managers of the company must be elected by the general meeting of shareholders or the board of directors
appointment. All incentive objects must be granted restricted shares by the company and the assessment period specified in the incentive plan
There is employment or labor relationship with the company. Information on Incentive objects before the board of directors actually granted restricted shares
In case of any change, the board of directors may make appropriate adjustments to the actual authorized personnel.
In addition, the incentive object of this incentive plan also includes a foreign incentive object, Gao Zhinong
Gao), who works in key positions of the company (including subsidiaries), in business management, technology R & D
Business development and other aspects play an important role that can not be ignored.
The incentive objects 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
The board of directors proposed, the independent directors and the board of supervisors issued clear opinions, and lawyers issued professional opinions and issued opinions
After the legal opinion is provided, the company shall disclose the relevant information of the current incentive object timely and accurately on the designated website as required.
If the incentive object is not specified for more than 12 months, the reserved rights and interests shall become invalid.
2. The distribution of restricted shares granted by the incentive plan among incentive objects is shown in the table below:
Proportion of granted restrictions to the proportion of granted restrictions to the total share capital (10000 shares) at the time of announcement
1、 Management personnel, technical (business) backbone and high potential personnel
1. Management personnel of Zhong Gao in the United States 2.6320 2.632% 0.04%
Other management personnel, technical (business) backbone and high potential personnel China 77.3680 77.368% 1.04%
(220 persons)
Total of first grant (221 persons) 80.00 80.000% 1.08%
2、 Reserved part 20.00 20.000% 0.27%
Total 100.00 100.000% 1.35%
Note: 1. The shares of the company granted by any of the above incentive objects through all the equity incentive plans within the validity period shall not exceed 1.00% of the total share capital of the company when the plan is submitted to the general meeting of shareholders for deliberation. The total number of underlying shares involved in all incentive plans of the company within the validity period shall not exceed 20% of the total share capital of the company when the equity incentive plan is submitted to the general meeting of shareholders for deliberation.
2. The incentive object of the reserved 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 timely and accurately disclose the relevant information of the incentive object on the designated website as required.
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. (II) incentive mode, source and quantity
1. Incentive mode of this incentive plan
The incentive tool adopted in this incentive plan is the second type of restricted stock.
2. Stock source of this incentive plan
The source of the underlying stock involved is the company’s directional issuance of A-share common stock to the incentive object.
3. Number of restricted shares
The incentive plan intends to grant no more than 1 million restricted shares to the incentive objects, accounting for about 1.35% of the total share capital of the company at the time of announcement of the draft incentive plan of 74.342007 million shares. Among them, 800000 shares were granted for the first time, accounting for about 1.08% of the total share capital of the company when the draft incentive plan was announced, and the part granted for the first time accounted for 80% of the total equity granted this time; 200000 shares are reserved, accounting for about 0.27% of the total share capital of the company when the draft incentive plan is announced, and the reserved part accounts for the equity granted this time
