飞南资源: 上海荣正企业咨询服务(集团)股份有限公司关于广东飞南资源利用股份有限公司2024年限制性股票激励计划回购注销及作废限制性股票暨调整第二类限制性股票授予价格、数量相关事项之独立财务顾问报告

Core Viewpoint - The report discusses the stock incentive plan of Guangdong Feinan Resources Utilization Co., Ltd., detailing the repurchase, cancellation, and adjustment of restricted stocks, including the granting price and quantity of the second type of restricted stocks [6][12]. Group 1: Stock Incentive Plan Overview - The stock incentive plan includes two types of restricted stocks, with specific conditions for granting and lifting restrictions [1][2]. - The first type of restricted stocks can be lifted from restrictions after meeting certain conditions, while the second type is granted in stages based on performance criteria [1][2]. Group 2: Decision Procedures and Disclosure - The company has followed necessary decision-making procedures and disclosed relevant information regarding the stock incentive plan, including resolutions passed by the board and supervisory meetings [6][8]. - The independent directors have reviewed and approved the related proposals, ensuring compliance with regulations [6][8]. Group 3: Repurchase and Cancellation of Restricted Stocks - The company plans to repurchase and cancel restricted stocks for eight individuals who have left the company, in accordance with the incentive plan [8][9]. - The repurchase price for the first type of restricted stocks is set at 6.08 yuan per share, following adjustments due to capital increases and cash dividends [11][12]. Group 4: Adjustments to Granting Price and Quantity - The granting price for the second type of restricted stocks has been adjusted to 5.99 yuan per share, reflecting the company's capital increase and dividend distribution [13][14]. - The quantity of the second type of restricted stocks will also be adjusted based on the capital increase ratio [14]. Group 5: Independent Financial Advisor's Opinion - The independent financial advisor concludes that the actions taken regarding the repurchase and cancellation of restricted stocks, as well as the adjustments to the granting price and quantity, comply with relevant laws and the company's incentive plan [12][14].