ESTUN AUTOMATION(SZ:002747) Zheng Quan Zhi Xing·2025-06-20 13:48Core Viewpoint - The report serves as an independent financial advisory document for Nanjing Estun Automation Co., Ltd. regarding its 2025 stock option and restricted stock incentive plan, ensuring compliance with relevant laws and regulations [1][2][3]. Group 1: Independent Financial Advisor's Role - The independent financial advisor, Shanghai Xinguang Yihe Enterprise Management Consulting Co., Ltd., was appointed to provide an independent financial advisory report for the incentive plan [1]. - The advisor conducted due diligence and is confident that the professional opinions expressed align with the company's disclosed documents [2]. - The advisor assumes that there will be no significant changes in laws, regulations, or the market environment affecting the company [2][7]. Group 2: Approval Process of the Incentive Plan - The company held its 14th meeting of the fifth board on June 3, 2025, to approve the incentive plan [8]. - A public notice of the incentive plan's beneficiaries was issued from June 5 to June 14, 2025, with no objections received [8]. - The second extraordinary general meeting of shareholders on June 20, 2025, approved the incentive plan and related matters [8]. Group 3: Details of the Incentive Plan - The incentive plan includes the granting of 3.5 million stock options to 135 beneficiaries, representing 46.67% of the total rights granted [10]. - Additionally, 4 million restricted stocks will be granted to 140 beneficiaries, accounting for 53.33% of the total rights [10]. - The exercise price for the stock options is set at 20.53 RMB per share, while the granting price for the restricted stocks is 10.27 RMB per share [11]. Group 4: Conditions for Granting Stock Options and Restricted Stocks - The granting conditions stipulate that the company must not have experienced any adverse events, such as negative audit opinions or profit distribution issues [11]. - The board confirmed that both the company and the beneficiaries met the necessary conditions for granting the incentives [11]. - The independent financial advisor concluded that the incentive plan complies with all relevant laws and regulations [12].