Securities abbreviation: Sinoma Energy Conservation Ltd(603126) securities code: Sinoma Energy Conservation Ltd(603126) Shanghai Rongzheng Investment Consulting Co., Ltd
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Sinoma Energy Conservation Ltd(603126)
Matters related to the grant of stock option incentive plan (Revised) in 2021
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Independent financial advisor Report
April 2022
Eye!! Record!
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Stock option incentive plan and this incentive refers to the stock option incentive plan of Sinoma Energy Conservation Ltd(603126) 2021 (revised incentive plan and this draft plan)
Stock options and options refer to the right granted by the company to the incentive object to purchase a certain number of shares of the company at a predetermined price and conditions in a certain period of time in the future
Incentive objects refer to the directors, senior managers, middle managers, core technical employees and business backbones of the company who have obtained stock options in the stock option incentive plan
Grant date refers to the date on which the company grants stock options to incentive objects, and the grant date must be the trading day
The term of validity refers to the period from the date when the registration of stock option grant is completed to the date when all stock options are exercised or cancelled
According to the stock option incentive plan, the incentive object exercises the stock exercise right. In this incentive plan, the exercise of right is the incentive object’s behavior of purchasing the subject stock according to the conditions set in the incentive plan
The exercisable date refers to the date when the incentive object can start exercising the right. The exercisable date must be the trading day
The exercise price refers to the price at which the incentive object purchases the company’s shares as determined in the incentive plan
Exercise conditions refer to the conditions that must be met for the incentive object to exercise the stock option according to the stock option incentive plan
Company Law refers to the company law of the people’s Republic of China
Securities Law refers to the securities law of the people’s Republic of China
The Administrative Measures refer to the administrative measures for equity incentive of listed companies
Document No. 175 refers to the Trial Measures for the implementation of equity incentive by state-owned holding listed companies (domestic) (Guo Zi FA FA FA Fen [2006] No. 175)
Document No. 171 refers to the notice on issues related to regulating the implementation of equity incentive system by state-owned holding listed companies (gzffd [2008] No. 171)
Document No. 178 refers to the guidelines for the implementation of equity incentive by listed companies controlled by central enterprises (Guo Zi kaofen [2020] No. 178)
The articles of association refers to the Sinoma Energy Conservation Ltd(603126) articles of association
SASAC of the State Council refers to the state owned assets supervision and Administration Commission of the State Council
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shanghai Stock Exchange
Yuan means RMB yuan
2、 Statement
The independent financial advisor hereby makes the following statement on this report:
(I) the documents and materials on which the independent financial adviser’s report is based are provided by Sinoma Energy Conservation Ltd(603126) and all parties involved in the grant of the incentive plan have guaranteed to the independent financial adviser that all documents and materials provided for the issuance of the independent financial adviser’s report are legal, true, accurate, complete and timely, without any omission, false or misleading statements, and their legitimacy, authenticity, accuracy, completeness Be responsible for timeliness.
The independent financial advisor does not assume any risk liability arising therefrom.
(II) the independent financial adviser only gives opinions on whether the grant of the incentive plan is fair and reasonable to Sinoma Energy Conservation Ltd(603126) shareholders and its impact on the shareholders’ rights and interests and the continuous operation of the listed company, does not constitute any investment suggestions for Sinoma Energy Conservation Ltd(603126) and does not bear the risks that may arise from any investment decisions made by investors based on this report.
(III) the independent financial advisor has not entrusted or authorized any other institution or individual to provide information not listed in the independent financial advisor’s report and make any explanation or explanation to the report.
(IV) the independent financial consultant requests all shareholders of the listed company to carefully read the relevant information about the stock option incentive plan publicly disclosed by the listed company.
(V) based on the principle of being diligent, prudent and responsible to Sinoma Energy Conservation Ltd(603126) all shareholders, the independent financial consultant has conducted in-depth investigation on the matters involved in the plan and carefully reviewed the relevant materials. The scope of investigation includes the articles of association, salary management measures, relevant resolutions of the board of directors and the general meeting of shareholders, relevant financial reports and production and operation plans of the company, We have effectively communicated with relevant personnel of the listed company, issued this independent financial advisory report on this basis, and are responsible for the authenticity, accuracy and completeness of the report.
This report is prepared in accordance with the requirements of laws, regulations and normative documents such as the company law, the securities law and the administrative measures, and based on the relevant materials provided by the listed company.
3、 Basic assumptions
The independent financial advisor’s report issued by the financial advisor is based on the following assumptions:
(I) there is no significant change in the current relevant national laws, regulations and policies;
(II) the information on which the independent financial adviser is based is authentic, accurate, complete and timely;
(III) authentic and reliable incentive plan issued by the company;
(IV) there are no other obstacles to the grant of this incentive plan, and all agreements involved can be effectively approved and finally completed on schedule;
(V) all parties involved in the grant of the incentive plan can fully perform all obligations in good faith in accordance with the terms of the incentive plan and relevant agreements;
(VI) there is no significant adverse impact caused by other unpredictable and force majeure factors.
4、 Approval procedures of this incentive plan
(I) on November 5, 2021, the company held the 7th Meeting of the 4th board of directors and the 6th meeting of the 4th board of supervisors. The meeting deliberated and adopted the proposal on the company’s 2021 stock option incentive plan (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company’s 2021 stock option incentive plan and other relevant proposals. The independent directors expressed independent opinions on the relevant matters considered at the seventh meeting of the Fourth Board of directors, and the board of supervisors checked the list of incentive objects and expressed opinions.
(II) on March 5, 2022, the company disclosed the announcement of Sinoma Energy Conservation Ltd(603126) on the approval of the stock option incentive plan by the state owned assets supervision and Administration Commission of the State Council (Announcement No.: pro 2022012), and the company was notified by China Building Materials Group Co., Ltd, The reply on Sinoma Energy Conservation Ltd(603126) implementing the 2021 stock option incentive plan (gzkp [2022] No. 64) has been received from the state owned assets supervision and Administration Commission of the State Council.
(III) on March 17, 2022, the company held the 11th meeting of the 4th board of directors and the 9th meeting of the 4th board of supervisors. The meeting deliberated and adopted the proposal on the company’s 2021 stock option incentive plan (Revised Draft) and its summary and other relevant proposals. The independent directors expressed independent opinions on the relevant matters considered at the 11th meeting of the Fourth Board of directors, and the board of supervisors checked the list of incentive objects (Revised Draft) and expressed opinions.
(IV) from March 18, 2022 to March 28, 2022, the company publicized the list of incentive objects within the company. During the publicity period, the board of supervisors did not receive any objection from any employee to the list of proposed incentive objects. On April 1, 2022, the board of supervisors of the company posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) The verification opinions of Sinoma Energy Conservation Ltd(603126) board of supervisors on the list of incentive objects (Revised Draft) of the company’s 2021 stock option incentive plan and the statement on publicity (Announcement No.: pro 2022027) were disclosed on the.
(V) on April 6, 2022, the company held the fourth extraordinary general meeting of shareholders in 2022, which deliberated and passed the proposal on the company’s 2021 stock option incentive plan (Revised Draft) and its summary, the proposal on the assessment and management measures for the implementation of the company’s 2021 stock option incentive plan Proposal on requesting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the company’s 2021 stock option incentive plan. The company’s implementation of the 2021 stock option incentive plan (Revised Version) has been approved by the general meeting of shareholders. The board of directors of the company is authorized to determine the stock option grant date, grant stock options to incentive objects when incentive objects meet the conditions, and handle all matters necessary for the grant of stock options.
(VI) on April 6, 2022, the company disclosed Sinoma Energy Conservation Ltd(603126) the self inspection report on the trading of the company’s shares by insiders of the company’s 2021 stock option incentive plan (Announcement No.: pro 2022028).
(VII) on April 6, 2022, the company held the 13th meeting of the 4th board of directors and the 11th meeting of the 4th board of supervisors. The meeting deliberated and adopted the proposal on adjusting relevant matters of the 2021 stock option incentive plan (Revised Draft) and the proposal on granting stock options to incentive objects. It was determined that April 6, 2022 was the grant date, granting 18.2 million stock options to 146 incentive objects. The independent directors of the company expressed independent opinions on relevant matters considered at the 13th meeting of the Fourth Board of directors. The board of supervisors verified this and issued verification opinions.
In conclusion, the financial consultant believes that as of the date of issuance of this report, Sinoma Energy Conservation Ltd(603126) this grant of stock options to incentive objects has obtained the necessary approval and authorization, which is in line with the relevant provisions of the management measures and the company’s incentive plan.
5、 Differences between the equity incentive plan implemented this time and the equity incentive plan approved by the general meeting of shareholders
After the company’s incentive plan was deliberated and approved at the fourth extraordinary general meeting of shareholders in 2022, one of the incentive objects determined in the original deliberation did not meet the incentive qualification due to his death. Therefore, the board of directors of the company adjusted the list and number of awards under the incentive plan.
According to the authorization of the fourth extraordinary general meeting of shareholders in 2022, the board of directors of the company adjusted the list and number of awards of the incentive plan. After the adjustment, the number of incentive objects was adjusted 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, other contents of the incentive plan implemented this time are the same as those of the company
