Core Viewpoint - The independent financial advisor report evaluates the stock incentive plan of Beijing Huaru Technology Co., Ltd., confirming its compliance with relevant laws and regulations, and its potential positive impact on the company's sustainable operation and shareholder equity [4][21][25]. Group 1: Stock Incentive Plan Overview - The stock incentive plan involves granting restricted stocks to key employees, excluding independent directors and major shareholders [6][8]. - The total number of restricted stocks to be granted is not more than 1.05 million shares, accounting for 0.67% of the company's total share capital of 15.5865 million shares [8][9]. - The plan's effective period is up to 48 months from the grant date, with specific vesting arrangements [9][24]. Group 2: Granting and Vesting Conditions - The grant price for the restricted stocks is set at 13.57 yuan per share, which is compliant with the regulations [25][23]. - Vesting is contingent upon meeting performance targets, including a minimum net profit of 1 million yuan for 2025 and 1.5 million yuan for 2026 [17][26]. - The vesting schedule includes three phases, with 40% vesting after 12 months, 30% after 24 months, and 30% after 36 months [11][24]. Group 3: Compliance and Feasibility - The independent financial advisor confirms that the plan adheres to the relevant laws, including the Company Law and Securities Law [21][25]. - The plan's implementation is deemed feasible, with clear procedures for granting and vesting [21][25]. - The total number of shares involved in all effective incentive plans does not exceed 20% of the company's total share capital [21][25]. Group 4: Impact on Company and Shareholders - The implementation of the stock incentive plan is expected to positively influence the company's sustainable operation and shareholder equity by aligning the interests of key employees with those of shareholders [25][26]. - The plan includes provisions for the return of benefits if the company is found to have made misleading disclosures [26]. - The performance assessment system is designed to motivate employees and ensure alignment with the company's long-term goals [27][28].
华如科技: 上海荣正企业咨询服务（集团）股份有限公司关于北京华如科技股份有限公司2025年限制性股票激励计划（草案）之独立财务顾问报告