Yunnan Energy New Material Co.Ltd(002812)
About the incentive objects of stock option and restricted stock incentive plan in 2022
Announcement of grant of stock options
The company and all directors guarantee that the contents of this announcement are true, accurate and complete without false records, misleading statements or major omissions.
Important content tips:
● stock option grant date: March 7, 2022
● number of stock options granted: 1585437
Yunnan Energy New Material Co.Ltd(002812) (hereinafter referred to as “the company”) the stock option granting conditions specified in the 2022 stock option and restricted stock incentive plan (hereinafter referred to as “the incentive plan”) have been fulfilled. According to the authorization of the second extraordinary general meeting of shareholders in 2022, the company held the 43rd meeting of the Fourth Board of directors on March 7, 2022 The 37th meeting of the 4th board of supervisors deliberated and approved the proposal on granting stock options to the incentive objects of the company’s 2022 stock options and restricted stock incentive plan, and determined that the grant date of stock options was March 7, 2022. The relevant matters are explained as follows: I. the relevant approval procedures of the equity incentive plan have been performed
(I) January 24, 2022, The 41st meeting of the 4th board of directors of the company deliberated and approved the proposal on the company’s 2022 stock option and restricted stock incentive plan (Draft) and its summary, and the proposal on formulating the company’s assessment management method for the implementation of 2022 stock option and restricted stock incentive plan Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive. The independent directors of the company have expressed their independent opinions on the incentive plan and solicited entrusted voting rights from all shareholders on the incentive plan.
January 24, 2022, The 35th meeting of the 4th board of supervisors of the company deliberated and approved the proposal on the company’s 2022 stock option and restricted stock incentive plan (Draft) and its summary, and the proposal on formulating the company’s assessment and management measures for the implementation of 2022 stock option and restricted stock incentive plan Proposal on verifying the list of incentive objects of the company’s stock option and restricted stock incentive plan in 2022.
For details, please refer to the company’s designated information disclosure media “Securities Times”, “China Securities News”, “Securities Daily”, “Shanghai Securities News” and cninfo.com (www.cn. Info. Com. CN.) on January 25, 2022 The company’s announcement on the resolution of the 41st meeting of the Fourth Board of directors (Announcement No.: 2022012), the resolution of the 35th meeting of the Fourth Board of supervisors (Announcement No.: 2022018) and the company’s 2022 stock option and restricted stock incentive plan (Draft) (Revised Version), etc.
(II) from January 26, 2022 to February 6, 2022, the company publicized the names and positions of the incentive objects of the incentive plan in the company’s intranet OA system. During the publicity period, the board of supervisors of the company has not received any objection or adverse reaction from any organization or individual.
For details, please refer to the verification opinions of the board of supervisors on the list of incentive objects of the 2022 stock option and restricted stock incentive plan and the description of publicity (Announcement No.: 2022022) disclosed by the company in the designated information disclosure media on February 7, 2022.
(III) February 14, 2022, The second extraordinary general meeting of the company in 2022 deliberated and approved the proposal on the company’s 2022 stock option and restricted stock incentive plan (Draft) and its summary, and the proposal on formulating the company’s measures for the assessment and management of the implementation of 2022 stock option and restricted stock incentive plan Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive. The company’s implementation of the 2022 stock option and restricted stock incentive plan was approved, and the board of directors was authorized to determine the grant date, grant stock options and restricted shares to the incentive objects when the incentive objects meet the conditions, and handle all matters necessary for the grant.
For details, see the announcement on the resolution of the second extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022026) disclosed by the company on the designated information disclosure media on February 15, 2022.
(IV) the company conducted a self-examination on the trading of the company’s shares by insiders of the incentive plan and incentive objects within 6 months before the public disclosure of the incentive plan (Draft) (i.e. from July 23, 2021 to January 24, 2022), For details, please refer to the self inspection report on the purchase and sale of the company’s shares by the incentive objects and insiders of the stock option and restricted stock incentive plan in 2022 (Announcement No.: 2022027) disclosed by the company in the designated information disclosure media on February 15, 2022.
(V) March 7, 2022, The 43rd meeting of the 4th board of directors and the 37th meeting of the 4th board of supervisors considered and approved the proposal on adjusting the list of incentive objects of stock options and restricted stock incentive plan in 2022 and the proposal on granting stock options to incentive objects of stock options and restricted stock incentive plan in 2022. The independent directors of the company expressed their independent opinions and believed that the subject qualification of the incentive object was legal and effective, and the determined stock option grant date met the relevant provisions. The board of supervisors of the company reviews the list of incentive objects on the grant date of stock options and gives verification opinions.
For details, see the announcement on adjusting the list of stock option incentive objects and the number of granted rights and interests of the 2022 stock option and restricted stock incentive plan (Announcement No.: 2022034) disclosed by the company in the designated information disclosure media on March 8, 2022.
2、 Differences between the incentive plan implemented this time and the incentive plan approved by the general meeting of shareholders
In view of the fact that 135 incentive objects voluntarily give up all stock options to be granted by the company due to personal reasons and 13 incentive objects voluntarily give up some stock options to be granted by the company due to personal reasons, the company held the 43rd meeting of the Fourth Board of directors on March 7, 2022, The proposal on adjusting the list of incentive objects and the number of granted rights and interests of stock options in the 2022 stock option and restricted stock incentive plan was reviewed and approved, and it was agreed to adjust the number of incentive objects and the number of granted rights and interests of stock options in the incentive plan, The equity shares abandoned by the above 148 incentive objects shall be distributed and adjusted among other relevant incentive objects except senior managers. The number of incentive objects granted with stock options in this incentive plan shall be adjusted from 1012 to 877, and the total amount of equity granted shall remain unchanged.
In addition to the above adjustments, the relevant contents of the stock options granted this time are consistent with those deliberated and approved by the second extraordinary general meeting of shareholders of the company in 2022.
3、 Notes of the board of directors on meeting the grant conditions
According to the provisions of the incentive plan, the incentive object can be granted rights and interests only if it meets the following conditions at the same time:
(I) the company is not under any of the following circumstances:
1. The financial and accounting report of the most recent fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant;
2. The internal control of the financial report of the latest fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant;
3. Failure to distribute profits in accordance with laws and regulations, articles of association and public commitments within the last 36 months after listing;
4. Equity incentive is not allowed according to laws and regulations;
5. Other circumstances recognized by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”). (II) the incentive object does not have any of the following situations:
1. Being identified as an inappropriate candidate by the stock exchange within the last 12 months;
2. In the last 12 months, it has been identified as an inappropriate candidate by the CSRC and its dispatched offices;
3. Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations in the last 12 months;
4. Those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law of the people’s Republic of China;
5. Those who are not allowed to participate in the equity incentive of listed companies according to laws and regulations;
6. Other circumstances recognized by the CSRC.
After careful review, the board of directors of the company believes that neither the company nor the incentive object has occurred or does not belong to any of the above circumstances, and the conditions for granting stock options in the incentive plan have been met.
4、 Details of this grant
(I) stock source of stock options granted
The incentive plan includes stock option incentive plan and restricted stock incentive plan. The stock source of the stock option incentive plan is the company’s directional issuance of A-share common shares to the incentive object.
(II) arrangement of waiting period and exercise period of the incentive plan
1. The waiting period of stock options granted in this incentive plan is the period from the date of completion of stock option grant registration to the date of stock option exercise. Different waiting periods are applicable to the stock options granted to the incentive object, which are 12 months, 24 months and 36 months respectively from the date of completion of grant registration.
2. The exercise period of stock options and the exercise schedule of each period are shown in the table:
Exercise arrangement exercise time exercise proportion
Stock options shall be granted from the first trading day after 12 months from the date of completion of grant registration to 40%
The first exercise period shall end on the last trading day within 24 months from the date of completion of registration
From the first day of the stock grant to the 30th month after the completion of the stock option registration
The second exercise period shall end on the last trading day within 36 months from the date of completion of registration
Stock options shall be granted from the first trading day 36 months after the date of completion of grant registration to 30%
The third exercise period shall end on the last trading day within 48 months from the date of completion of registration
Stock options that have not applied for exercise within the above agreed period or cannot apply for exercise due to failure to meet the exercise conditions shall be cancelled by the company.
(III) performance assessment requirements of the incentive plan
1. Company level performance assessment requirements
The exercise assessment year of the incentive plan is three fiscal years from 2022 to 2024, one assessment in each fiscal year, and the performance assessment objectives of each year are shown in the table below:
Performance assessment objectives during the exercise period
The first exercise period of stock options is based on the operating income in 2021, and the operating income in 2022 shall not be less than 150% of the base; The second exercise period of stock options is based on the operating income in 2021, and the operating income in 2023 shall not be less than 180% of the base; The third exercise period of stock options is based on the operating income in 2021, and the operating income in 2024 shall not be less than 210% of the base.
Note: the above financial indicators are subject to the audited and announced financial report of the company in the current year.
If the company fails to meet the above performance assessment objectives, the stock options of all incentive objects corresponding to the exercisable rights in the assessment year shall not be exercised and shall be cancelled by the company.
2. Performance appraisal requirements at individual level
Under the guidance of the salary assessment committee, the company and its subsidiaries assess the incentive objects by year and determine their exercise proportion according to the assessment management measures for the implementation of stock option and restricted stock incentive plan in 2022 and the assessment methods for various incentive objects issued by the company, The actual exercise amount of the incentive object in the current year = the exercise proportion at the individual level × The individual’s planned exercise limit of the current year.
The performance evaluation results of incentive objects are divided into five grades: A, B, C, D and e. the evaluation form is applicable to the evaluation objects. At that time, the exercise proportion of incentive objects will be determined according to the following table:
Evaluation results a b c d e
Exercise proportion: 100% 90% 80% 75% 0%
If the individual performance appraisal of the incentive object in the previous year is rated as a, B, C and D, the individual performance appraisal of the incentive object in the previous year is “up to standard”, the incentive object can exercise the right according to the proportion specified in the equity incentive plan, and the part not exercised in the current period shall be cancelled by the company; If the individual performance appraisal result of the incentive object in the previous year is e, the individual performance appraisal of the incentive object in the previous year is “unqualified”, and the company will cancel the current exercise limit of the incentive object in accordance with the provisions of the equity incentive plan, and the stock options that have not been exercised in the current period will be cancelled by the company.
(IV) specific conditions of stock option grant
1. Grant date: March 7, 2022
2. Number of awards: 1585437
3. Number of persons granted: 877
4. Exercise price: 265.36 yuan / share
5. The distribution of stock options granted by the incentive plan among incentive objects is shown in the table below:
Name: proportion of stock period granted by position in the proportion of stock options granted in the total number of incentive plan (Draft) rights proportion of total share capital at the time of disclosure
Yu Xue, deputy general manager and Secretary of the board of directors 400002.5230% 0.0045%
Middle management, core technology and business backbone 1545437974770% 0.1732%
(876 persons)
