Sinoma Energy Conservation Ltd(603126) board of supervisors
2021 stock option incentive plan of the company (Revised)
Verification opinions on matters related to the award
In accordance with the Listing Rules of Shanghai Stock Exchange, the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “measures”) and other laws, regulations and normative documents, as well as the provisions of Sinoma Energy Conservation Ltd(603126) articles of Association (hereinafter referred to as the “articles of Association”), Sinoma Energy Conservation Ltd(603126) (hereinafter referred to as “the company”) after the board of supervisors checked the list of incentive objects and grant arrangements on the grant date of Sinoma Energy Conservation Ltd(603126) 2021 stock option incentive plan (Revised) (hereinafter referred to as “the incentive plan” or “the incentive plan”), the verification opinions are as follows:
1. In view of the fact that one of the 147 incentive objects identified in the company’s incentive plan does not meet the incentive qualification due to his death. The board of directors of the company shall adjust 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, the list and number of incentive objects granted in the incentive plan of the company are consistent with the incentive plan approved by the fourth extraordinary general meeting of shareholders of the company in 2022. 2. The list of incentive objects listed on the grant date meets the incentive object conditions specified in the administrative measures and other documents, and meets the incentive object conditions specified in the incentive plan. Its subject qualification as the incentive object of the company’s stock option incentive plan is legal and effective.
3. The incentive object granted this time does not have the situation that it is not allowed to become an incentive object as stipulated in Article 8 of the administrative measures:
(1) Being identified as an inappropriate candidate by the stock exchange within the last 12 months;
(2) In the last 12 months, he has been identified as an inappropriate candidate by the China Securities Regulatory Commission (hereinafter referred to as “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.
4. The incentive objects granted this time 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.
In conclusion, the board of supervisors agreed to grant 18.2 million stock options to 146 incentive objects on April 6, 2022.
Sinoma Energy Conservation Ltd(603126) board of supervisors April 6, 2022
