Securities code: Sinoma Energy Conservation Ltd(603126) securities abbreviation: Sinoma Energy Conservation Ltd(603126) Announcement No.: pro 2022032 Sinoma Energy Conservation Ltd(603126)
Announcement on granting stock options to incentive objects
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.
Important tips:
Stock option grant date: April 6, 2022
Number of stock options granted: 18.2 million
On April 6, 2022, Sinoma Energy Conservation Ltd(603126) (hereinafter referred to as "the company" or " Sinoma Energy Conservation Ltd(603126) ") 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 granting stock options to incentive objects. According to the relevant provisions of Sinoma Energy Conservation Ltd(603126) 2021 stock option incentive plan (Revised) (hereinafter referred to as "incentive plan" or "this incentive plan") and the authorization of the fourth extraordinary general meeting of shareholders in 2022, the board of Directors considers that the conditions for granting the part of stock option incentive plan (Revised) in 2021 have been met, and determines April 6, 2022 as the grant date, Grant 18.2 million stock options to 146 incentive objects who meet the grant conditions. The relevant matters are explained as follows:
1、 Decision making procedures and information disclosure performed in this incentive plan
1. 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.
2. 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, We have received the reply on Sinoma Energy Conservation Ltd(603126) implementing the 2021 stock option incentive plan from the state owned assets supervision and Administration Commission of the State Council (hereinafter referred to as "SASAC") (gzkaofen [2022] No. 64).
3. 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.
4. The list of incentive objects was publicized in the company from February 18 to February 28, 2023. 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.
5. On April 6, 2022, the company held the fourth extraordinary general meeting of shareholders in 2022. The meeting considered and passed the proposal on the company's 2021 stock option incentive plan (Revised Draft) and its summary, the proposal on the measures for the implementation and assessment 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. 6. 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). 7. 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 Version) and the proposal on granting stock options to incentive objects. It was determined that April 6, 2022 was the granting 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.
2、 Explanation on whether there is any difference between this grant and the 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 of 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 consistent with the incentive plan deliberated and approved by the fourth extraordinary general meeting of shareholders in 2022. According to the authorization of 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.
3、 Relevant explanations of the board of directors on whether the grant meets the conditions
According to the measures for the administration of equity incentive of listed companies and the provisions of this incentive plan, incentive objects can be granted stock options only when they meet the following conditions at the same time; On the contrary, if any of the following grant conditions are not met, stock options cannot be granted to the incentive object.
1. 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").
Note: the incentive objects of this plan do not participate in the equity incentive plans of two or more listed companies. The incentive objects do not include independent directors, supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the shares of the company and their spouses, parents and children.
The board of directors agreed to grant 18.2 million stock options to 146 eligible incentive objects on April 6, 2022.
4、 Grant of stock options under the incentive plan
