Securities code: Yunnan Energy New Material Co.Ltd(002812) stock abbreviation: Yunnan Energy New Material Co.Ltd(002812) Announcement No.: 2022034 bond Code: 128095 bond abbreviation: Enjie convertible bonds
Yunnan Energy New Material Co.Ltd(002812)
On adjusting stock options of 2022 stock options and restricted stock incentive plan
Announcement on the list of incentive objects and the number of granted rights and interests
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.
Yunnan Energy New Material Co.Ltd(002812) (hereinafter referred to as “the company”) held the 43rd meeting of the 4th board of directors and the 37th meeting of the 4th board of supervisors on March 7, 2022, and deliberated and adopted the proposal on adjusting the list of incentive objects and the number of granted rights and interests of stock options under the 2022 stock option and restricted stock incentive plan. The relevant matters are explained as follows:
1、 Relevant approval procedures for this 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) the company will publicize in the company’s intranet OA system from January 26, 2022 to February 6, 2022
Securities code: Yunnan Energy New Material Co.Ltd(002812) stock abbreviation: Yunnan Energy New Material Co.Ltd(002812) Announcement No.: 2022034 bond Code: 128095 bond abbreviation: Enjie convertible bonds
The names and positions of the incentive objects of this incentive plan are. 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) on March 7, 2022, the 43rd meeting of the Fourth Board of directors and the 37th meeting of the Fourth Board of supervisors considered and adopted the proposal on adjusting the list of incentive objects and the number of rights and interests granted under the 2022 stock option and restricted stock incentive plan, which was agreed by the independent directors of the company, The board of supervisors of the company reviews the adjusted list of incentive objects and gives verification opinions.
2、 Reasons and results of adjustment
Whereas 135 incentive objects identified in the company’s 2022 stock option and restricted stock incentive plan (hereinafter referred to as “the incentive plan”) 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,
Securities code: Yunnan Energy New Material Co.Ltd(002812) stock abbreviation: Yunnan Energy New Material Co.Ltd(002812) Announcement No.: 2022034 bond Code: 128095 bond abbreviation: Enjie convertible bonds
The company held the 43rd meeting of the 4th board of directors on March 7, 2022, deliberated and approved 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, and 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.
According to the authorization of the company’s second extraordinary general meeting in 2022, this adjustment is within the scope of authorization and can be approved by the board of directors of the company without submitting it to the general meeting of shareholders for deliberation.
3、 Impact of this adjustment on the company
The company’s adjustment of the list of incentive objects of stock options and the number of granted rights and interests in this incentive plan will not have a material impact on the company’s financial status and operating results.
4、 Opinions of independent directors
The company’s adjustment of 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 complies with the relevant provisions on the adjustment of incentive plan in the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of equity incentive of listed companies and other laws, regulations and normative documents, The necessary procedures have been performed, and the procedures have been adjusted to comply with laws and regulations. There is no situation that damages the interests of the company and all shareholders. The adjusted incentive object is not prohibited from being granted stock options, and the subject qualification of the incentive object is legal and effective. Therefore, we unanimously agree that the company will adjust the list of stock option incentive objects and the number of granted rights and interests of the stock option and restricted stock incentive plan in 2022.
5、 Opinions of the board of supervisors
The board of supervisors of the company has carefully checked the adjustment of the incentive plan and believes that the adjustment of the list of stock option incentive objects and the number of granted rights and interests of the stock option and restricted stock incentive plan in 2022 complies with the company law of the people’s Republic of China, the Securities Law of the people’s Republic of China, the measures for the administration of equity incentive of listed companies and other relevant laws Regulations and relevant provisions of the company’s 2022 stock option and restricted stock incentive plan, there is no situation that damages the interests of the company’s shareholders; The adjusted incentive object meets the conditions for being an incentive object specified in relevant laws and regulations, and the subject qualification is legal and effective. It is agreed that the company
Securities code: Yunnan Energy New Material Co.Ltd(002812) stock abbreviation: Yunnan Energy New Material Co.Ltd(002812) Announcement No.: 2022034 bond Code: 128095 bond abbreviation: Enjie convertible bonds
The list of stock option incentive objects and the number of granted rights and interests of the stock option and restricted stock incentive plan in 2022 will be adjusted.
6、 Conclusion of lawyer’s legal opinion
Guohao law firm (Shanghai) believes that this adjustment complies with the company law of the people’s Republic of China, the measures for the administration of equity incentive of listed companies and other laws, regulations and normative documents, as well as the relevant provisions of Yunnan Energy New Material Co.Ltd(002812) 2022 stock option and restricted stock incentive plan (draft). 7、 Opinion of independent financial advisor
According to the professional opinions of Shanghai Rongzheng Investment Consulting Co., Ltd. on the adjustment and grant of stock options in the incentive plan, the company’s 2022 stock option and restricted stock incentive plan has obtained the necessary approval and authorization on the adjustment of stock options, and the adjustment is in line with the provisions of relevant laws, regulations and normative documents, There is no situation that damages the interests of the company and all shareholders.
8、 Documents for future reference
1. Resolutions of the 43rd meeting of the Fourth Board of directors of the company;
2. Independent opinions of the company’s independent directors on matters related to the 43rd meeting of the Fourth Board of directors;
3. Resolutions of the 37th meeting of the 4th board of supervisors of the company;
4. Legal opinion of Guohao law firm (Shanghai) on the adjustment and initial grant of stock option and restricted stock incentive plan in Yunnan Energy New Material Co.Ltd(002812) 2022;
5. Independent financial advisory report of Shanghai Rongzheng Investment Consulting Co., Ltd. on matters related to the adjustment and grant of stock options in the stock option and restricted stock incentive plan in Yunnan Energy New Material Co.Ltd(002812) 2022.
It is hereby announced.
Yunnan Energy New Material Co.Ltd(002812) board of directors March 7, 2002
