明阳电路: 上海荣正企业咨询服务(集团)股份有限公司关于深圳明阳电路科技股份有限公司2025年限制性股票激励计划(草案)之独立财务顾问报告

Core Viewpoint - The independent financial advisor report assesses the feasibility and compliance of the 2025 restricted stock incentive plan proposed by Mingyang Circuit Technology Co., Ltd, confirming that it aligns with relevant regulations and is beneficial for the company's sustainable development [3][10][11]. Summary by Sections 1. Definitions - The report defines key terms related to the incentive plan, including "restricted stock," "incentive objects," and "grant price," ensuring clarity in the context of the plan [1]. 2. Independent Financial Advisor's Declaration - The advisor emphasizes that the report is based on documents provided by Mingyang Circuit, which are guaranteed to be legal, accurate, and complete [2]. 3. Basic Assumptions - The report is based on assumptions regarding the stability of current laws and the reliability of the documents provided by the company [3]. 4. Compliance with Regulations - The advisor confirms that Mingyang Circuit does not fall under any prohibitive conditions for implementing the stock incentive plan as per the Management Measures [4][6]. 5. Feasibility of the Incentive Plan - The report reviews the details of the incentive plan, including its objectives, management structure, and the distribution of restricted stocks, concluding that the plan is feasible [5][6]. 6. Qualification of Incentive Objects - The advisor verifies that the selected incentive objects meet the qualifications set forth in relevant laws and regulations, ensuring compliance with the Management Measures [6][7]. 7. Equity Grant Amount - The plan proposes to grant a total of 4.82 million restricted stocks, representing 1.39% of the company's total share capital, with specific allocations for initial grants and reserved stocks [7][8]. 8. Financial Assistance Prohibition - The plan explicitly prohibits the company from providing any financial assistance to the incentive objects, ensuring that the interests of the company are protected [8][9]. 9. Grant Price Determination - The grant price for the restricted stocks is set at 8.57 yuan per share, which complies with the regulatory requirements regarding pricing [9][10]. 10. Impact on Shareholder Interests - The advisor concludes that the implementation of the incentive plan will positively impact the company's operational capabilities and shareholder interests, aligning the interests of management with those of shareholders [11][12]. 11. Accounting Treatment - The report outlines the accounting treatment for the restricted stocks, indicating that they will be recorded at fair value and amortized over the vesting period [12]. 12. Other Considerations - The implementation of the incentive plan is subject to approval by the company's shareholders, highlighting the need for transparency and compliance with corporate governance [13].