Independent Financial Advisor Report
Beijing Bestar Securities Investment Consulting Co., Ltd.
Table of Contents
Glossary
Statement
I. Main Contents of the Incentive Plan
(I) Source and Quantity of Restricted Shares to be Granted
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The source of shares for the incentive plan is A-shares repurchased from the secondary market or issued through private placement.
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The incentive plan proposes to grant no more than 19.50 million restricted shares to incentive recipients, accounting for approximately 2.21% of the company's total share capital as of the announcement date of the incentive plan draft. Of this, the initial grant is 17.35 million shares, accounting for approximately 1.96% of the company's total share capital as of the announcement date of the incentive plan draft and approximately 88.97% of the total equity to be granted. The reserved grant is 2.15 million shares, accounting for approximately 0.24% of the company's total share capital as of the announcement date of the incentive plan draft and approximately 11.03% of the total equity to be granted.
As of the announcement date of the incentive plan draft, the total number of shares involved in all equity incentive plans of the company that are currently in effect does not exceed 20.00% of the company's total share capital as of the announcement date of the incentive plan draft. The total number of company shares granted to any single incentive recipient through all equity incentive plans currently in effect does not exceed 1.00% of the company's total share capital as of the announcement date of the incentive plan draft.
(II) Scope of Incentive Recipients and Allocation of Restricted Shares
- The number of incentive recipients for the initial grant of the incentive plan shall not exceed 111 individuals, including directors, senior management, and management personnel of the company (including subsidiaries) and key business (technical) backbones. It does not include the company's independent directors, shareholders who hold 5% or more of the listed company's shares individually or in aggregate, or their actual controllers and their spouses, parents, and children.
The incentive recipients of the incentive plan include Mr. Shen Yapeng, a Canadian employee, who is a current director and chief executive officer of the company. He plays an important role in the company's strategic layout, business development, and standardized management. Including him as an incentive recipient is in line with the company's development needs and relevant laws and regulations such as the "Listing Rules," and is necessary and reasonable.
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The determination of recipients for the reserved grant shall follow the same standards as the initial grant.
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Incentive recipients shall be employed by the company (including subsidiaries) at the time the company grants restricted shares and during the performance assessment period of the incentive plan, and shall have signed a labor contract/service contract/employment agreement with the company (including subsidiaries).