Securities code: Sinoma Energy Conservation Ltd(603126) securities abbreviation: Sinoma Energy Conservation Ltd(603126) Announcement No.: pro 2022030 Sinoma Energy Conservation Ltd(603126)
Announcement of resolutions of the 13th meeting of the 4th board of directors
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
1、 Meetings of the board of directors
Sinoma Energy Conservation Ltd(603126) (hereinafter referred to as "the company") the 13th meeting of the 4th board of directors was held by means of communication on April 6, 2022. The notice of the meeting was sent to all directors by email on March 31, 2022. The meeting was convened and presided over by Mr. Meng Qinglin, chairman of the company. There are 7 directors who should participate in the voting and 7 directors who actually participate in the voting. The number of people convened and voting in accordance with the provisions of the articles of association of the people's Republic of China and the relevant valid voting procedures of the people's Republic of China.
2、 Deliberations of the board meeting
1. The proposal on adjusting relevant matters of the 2021 stock option incentive plan (Revised Version) was deliberated and adopted.
After the Sinoma Energy Conservation Ltd(603126) 2021 stock option incentive plan (Revised) (hereinafter referred to as the "incentive plan") was deliberated and approved by the company's fourth extraordinary general meeting in 2022, one of the incentive objects originally deliberated and determined did not meet the incentive qualification due to his death. According to the authorization of the fourth extraordinary general meeting of shareholders in 2022, the board of directors of the company adjusted the incentive objects and the number of awards granted in the incentive plan. After the adjustment, the number of incentive objects was changed from 147 to 146, and the total number of stock options granted was adjusted from 18.3 million to 18.2 million. In addition to the above adjustments, there is no difference between the rights and interests granted by the company to the incentive objects and the incentive plan approved by the fourth extraordinary general meeting of shareholders in 2022. This adjustment does not need to be submitted to the general meeting of shareholders for deliberation.
Meng Qinglin and Liu Xide, affiliated directors, avoided voting on this proposal.
Independent directors express independent opinions as follows:
(1) The adjustment made by the board of directors of the company to the list and number of objects granted under the incentive plan complies with the provisions of the administrative measures for equity incentive of listed companies (hereinafter referred to as the "administrative measures").
(2) The content of this adjustment is within the scope of authorization given to the board of directors by the fourth extraordinary general meeting of shareholders in 2022. The adjustment procedure is legal and compliant, and there is no damage to the interests of the company and all shareholders.
To sum up, we agree that the company will adjust the list of incentive objects and the number of awards.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) Independent opinions of Sinoma Energy Conservation Ltd(603126) independent directors on matters considered at the 13th meeting of the Fourth Board of directors of the company.
Voting results: 5 in favor, 0 against and 0 abstention.
2. The proposal on granting stock options to incentive objects was deliberated and adopted.
According to the management measures, incentive plan and other relevant provisions and the authorization of the fourth extraordinary general meeting of shareholders in 2022, the board of Directors considers that the grant conditions specified in the incentive plan of the company have been met, and agrees to grant 18.2 million stock options to 146 eligible incentive objects with an exercise price of 8.58 yuan / share on April 6, 2022.
Meng Qinglin and Liu Xide, affiliated directors, avoided voting on this proposal.
Independent directors express independent opinions as follows:
(1) According to the authorization of the fourth extraordinary general meeting of shareholders in 2022, the board of directors determined that the grant date of the incentive plan is April 6, 2022, which is in line with the relevant provisions on the grant date in the management measures and the incentive plan.
(2) Neither the company nor the incentive objects granted this time are prohibited from granting stock options, and the granting conditions of this incentive plan have been met.
(3) The incentive objects to be granted stock options this time are consistent with the incentive objects specified in the company's incentive plan approved by the fourth extraordinary general meeting of shareholders in 2022. The incentive objects granted by the incentive plan meet the incentive object conditions specified in the management measures and other relevant laws, regulations and normative documents, meet the incentive object scope specified in the incentive plan, and their subject qualification as the incentive object of the company's incentive plan is legal and effective.
(4) The company has no plans or arrangements to provide loans, loan guarantees or any other financial assistance to the incentive objects.
(5) The company's implementation of this incentive plan will help to further improve the corporate governance structure, establish and improve the company's incentive and restraint mechanism, enhance the company's management team and business backbone's sense of responsibility and mission for the sustainable and healthy development of the company, be conducive to the sustainable development of the company and will not damage the interests of the company and all shareholders.
(6) When the board of directors deliberated on the matters related to this grant, the directors as the incentive object avoided voting, and their deliberation and voting procedures were in line with the provisions of relevant laws, regulations, normative documents and the articles of association.
Based on the above, we agree that the company will grant 18.2 million stock options to 146 eligible incentive objects on April 6, 2022, with an exercise price of 8.58 yuan / share.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) Independent opinions of Sinoma Energy Conservation Ltd(603126) independent directors on matters considered at the 13th meeting of the Fourth Board of directors of the company.
Voting results: 5 in favor, 0 against and 0 abstention. It is hereby announced.
Sinoma Energy Conservation Ltd(603126) board of directors April 6, 2022
