Securities code: Sinoma Energy Conservation Ltd(603126) securities abbreviation: Sinoma Energy Conservation Ltd(603126) Announcement No.: pro 2022033 Sinoma Energy Conservation Ltd(603126)
Announcement on matters related to the adjustment of 2021 stock option incentive plan (Revised Version)
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 content tips:
Number of incentive objects: adjusted from 147 to 146.
The total number of stock options granted was adjusted from 18.3 million to 18.2 million.
The fourth session of the board of supervisors (hereinafter referred to as the "13th session of the board of supervisors") on June 2021 deliberated and adopted the proposal on the adjustment of stock option 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 of incentive objects and the total amount of grants. The relevant matters are explained as follows:
1、 Relevant approval procedures for this equity incentive plan have been performed
(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, 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).
(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.
2、 Reasons and results of adjustment
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. Therefore, the board of directors of the company adjusted the list and quantity of awards in 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、 Impact of this adjustment on the company
The adjustment of relevant matters of the company's incentive plan will not have a material impact on the company's financial status and operating results.
4、 Opinions of independent directors
The independent directors of the company express the following independent opinions on the adjustment of the company's 2021 stock option incentive plan (Revised Version):
(I) the adjustment made by the board of directors of the company to the list of awarding objects and the number of awarding objects in the incentive plan complies with the provisions of the administrative measures for equity incentive of listed companies (hereinafter referred to as the "administrative measures").
(II) 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.
5、 Opinions of the board of supervisors
The board of supervisors believes that the adjustment of the list of awarding objects and the number of awarding objects of the incentive plan is in line with the provisions of the management measures, the company's incentive plan and its abstract and other relevant documents, and there is no situation that damages the interests of the company and all shareholders. The adjusted incentive objects meet the incentive object conditions specified in the management measures, the company's incentive plan and its abstract and other relevant documents, and they are legal and effective as the incentive objects of this incentive plan. Therefore, we agree to the relevant contents of the proposal on adjusting relevant matters of the 2021 stock option incentive plan (Revised Draft).
6、 Conclusion of lawyer's legal opinion
(I) necessary approval and authorization have been obtained for this adjustment and this grant, The contents of this adjustment and this grant comply with the relevant provisions of the company law of the people's Republic of China (hereinafter referred to as the "company law"), the securities law of the people's Republic of China (hereinafter referred to as the "Securities Law"), the administrative measures, the guidelines for the implementation of equity incentive by listed companies controlled by central enterprises (Guo Zi Kao Fen [2020] No. 178, hereinafter referred to as the "guidelines") and the incentive plan.
(II) the granting conditions of this incentive plan have been met, and the granting of stock options by the company to the incentive objects complies with the relevant provisions of the company law, the securities law, the management measures, the work guidelines and the incentive plan.
(III) the grant date, incentive object, grant quantity and grant price of this grant comply with the relevant provisions of the company law, the securities law, the administrative measures, the work guidelines and the incentive plan.
(IV) the information disclosure obligations performed by the company on the matters related to this grant comply with the relevant provisions of the company law, the securities law and the administrative measures. With the progress of this incentive plan, the company will continue to perform the corresponding information disclosure obligations in accordance with the relevant provisions of laws, administrative regulations and normative documents.
It is hereby announced.
Sinoma Energy Conservation Ltd(603126) board of directors April 6, 2022
