Securities Announcement No.: Hunan Yussen Energy Technology Co.Ltd(002986) 0026
Restricted stock incentive plan for 2022
(Draft) summary
April, 2002
statement
The company and all directors, supervisors and senior managers guarantee that there are no false records, misleading statements or major omissions in the incentive plan and its summary, and bear individual and joint legal liabilities for its authenticity, accuracy and completeness.
All incentive objects of the company promise that if the company fails to meet the conditions for granting restricted shares or the arrangement for lifting the restriction on sale of rights and interests due to false records, misleading statements or major omissions in the information disclosure documents, the incentive objects shall return all the benefits obtained from the incentive plan to the company after the relevant information disclosure documents are confirmed to be false records, misleading statements or major omissions.
hot tip
1. Hunan Yussen Energy Technology Co.Ltd(002986) (hereinafter referred to as “the company”) 2022 restricted stock incentive plan (hereinafter referred to as “the incentive plan”) is formulated in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of equity incentive of listed companies and other relevant laws, regulations and normative documents, as well as the Hunan Yussen Energy Technology Co.Ltd(002986) articles of association.
2. The company does not have the situation that equity incentive shall not be implemented as stipulated in Article 7 of the measures for the administration of equity incentive of listed companies.
3. The incentive object of this incentive plan does not have the situation that it is not allowed to be an incentive object as stipulated in Article 8 of the measures for the administration of equity incentive of listed companies.
4. The incentive form adopted in this incentive plan is restricted stock, and the stock source is the company’s RMB A-share common stock issued by the company to the incentive object.
5. The company plans to grant no more than 4.5 million restricted shares to the incentive objects, accounting for 2.84% of the total capital stock of the company at the time of announcement of the draft incentive plan, including 3.86 million shares for the first time, accounting for 2.43% of the total capital stock of the company at the time of announcement of the draft incentive plan; 640000 shares are reserved, accounting for 0.40% of the company’s total share capital of 158676000 shares when the draft incentive plan is announced, and the reserved part accounts for 14.22% of the total equity granted this time. The cumulative number of restricted shares granted by any incentive object in the incentive plan through all equity incentive plans within the validity period shall not exceed 1% of the total share capital of the company.
6. The grant price of restricted shares in the incentive plan is 18.89 yuan / share. From the date of announcement of the incentive plan to the date when the incentive object completes the registration of restricted shares, if the company converts capital reserve into share capital, distributes stock dividends, splits or shrinks shares, allots shares, pays dividends and other matters, the grant price and the number of rights and interests of restricted shares will be adjusted accordingly.
7. The incentive objects granted by the incentive plan for the first time are 70 people, including some directors, senior managers, middle managers, core technical (business) personnel of the company (including holding subsidiaries) and other personnel deemed necessary by the board of directors. As of December 31, 2021, the number of regular employees of the company is 539, and the number of incentive objects accounts for 13.17% of the total number of employees of the above company.
8. The validity period of the incentive plan shall be no more than 60 months from the date of completion of the registration of the grant of restricted shares to the date when all the restricted shares granted to the incentive object are lifted or repurchased
9. The restricted shares granted for the first time in the incentive plan will be released from the restriction in three phases after 12 months from the date of grant, and the proportion of releasing the restriction in each phase is 30%, 30% and 40% respectively. After 12 months from the date of grant, the restricted shares reserved shall be lifted in three phases, and the proportion of lifting the restrictions in each phase shall be 30%, 30% and 40% respectively. 10. The company’s supervisors, independent directors, major shareholders or actual controllers holding more than 5% of the shares alone or in total, and their spouses, parents and children did not participate in the incentive plan.
11. The source of funds for incentive objects is their self raised funds. The company promises not to provide loans, loan guarantees and any other forms of financial assistance for the incentive object to obtain relevant rights and interests according to the incentive plan.
12. Within 60 days from the date when the incentive plan is considered and approved by the general meeting of shareholders of the company, the company will convene the board of directors to authorize the incentive objects in accordance with relevant regulations, and complete the registration, announcement and other relevant procedures. If the company fails to complete the above work within 60 days, the implementation of the incentive plan shall be terminated, and the non granted restricted shares shall become invalid.
13. After the implementation of this equity incentive, the equity distribution of the company will not meet the requirements of listing conditions.
Chapter I interpretation
Unless otherwise specified, the following terms or abbreviations have the following meanings in this document:
Hunan Yussen Energy Technology Co.Ltd(002986) / company refers to Hunan Yussen Energy Technology Co.Ltd(002986)
This plan / incentive plan refers to Hunan Yussen Energy Technology Co.Ltd(002986) restricted stock incentive plan (Draft)
According to the conditions and prices specified in the incentive plan, the company grants a certain number of restricted shares to incentive objects, which refer to the company’s shares. These shares are set with a certain period of restricted sales period, which can be lifted only after reaching the conditions for lifting the restricted sales specified in the incentive plan
Some directors and incentive objects of companies (including holding subsidiaries) that obtain restricted shares in accordance with the plan refer to senior managers, middle-level managers, core technical (business) personnel and other personnel that the board of directors deems necessary to be encouraged
Senior managers refer to the general manager, deputy general manager, chief financial officer, Secretary of the board of directors and other personnel specified in the articles of association
Grant date refers to the date on which the company grants restricted shares to the incentive object, which must be the trading day
The term of validity refers to the period from the date of approval by the general meeting of shareholders to the date of expiration of the restricted stock release period or the date of completion of repurchase
The grant price refers to the price of each restricted stock granted by the company to the incentive object
The restricted sale period refers to the period during which the restricted shares granted to the incentive object under the incentive plan are prohibited from being transferred, used for guarantee and debt repayment
The date of lifting the restriction on sale refers to the date on which the restricted shares held by the incentive object are lifted after the conditions for lifting the restriction on sale specified in the incentive plan are met
The period of lifting the restriction on sales refers to the period during which the restricted shares held by the incentive object can be lifted and listed for circulation after the conditions for lifting the restriction on sales specified in the incentive plan are met
The conditions for lifting the restriction on sale refer to the conditions that must be met for the restricted shares obtained by the incentive object to be lifted according to the incentive plan
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shenzhen Stock Exchange
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
The assessment management measures refer to the assessment management measures for Hunan Yussen Energy Technology Co.Ltd(002986) equity incentive plan
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
Chapter II implementation purpose of equity incentive plan
In order to further improve the company’s long-term incentive and restraint mechanism, fully mobilize the enthusiasm and creativity of the company’s core team, enhance the loyalty of excellent managers and employees to the company, effectively combine the interests of the company, shareholders and core team, make all parties pay attention to the long-term development of the company and ensure the realization of the company’s development strategy and business objectives.
On the premise of fully protecting the interests of shareholders, this plan is formulated in accordance with the principle of reciprocity between income and contribution, the company law, the securities law, the administrative measures and other relevant laws and regulations, normative documents and the articles of association.
The basic principles followed in the formulation of this incentive plan are as follows:
(I) principle of legal compliance
The company implements the restricted stock incentive plan, performs the procedures in strict accordance with the provisions of laws and administrative regulations, and makes true, accurate, complete and timely information disclosure. No one shall use the restricted stock incentive plan to engage in securities fraud such as insider trading and manipulation of the securities market.
(II) principle of voluntary participation
The implementation of the restricted stock incentive plan by the company follows the principle of independent decision of the company and voluntary participation of employees. The company does not force employees to participate in the incentive plan by means of apportionment, forced distribution, etc.
(III) risk bearing principle
The participants of the restricted stock incentive plan shall bear their own risks according to the provisions of the incentive plan.
Chapter III Management Organization of the incentive plan
As the highest authority of the company, the general meeting of shareholders is responsible for reviewing and approving the implementation, change and termination of the plan. The general meeting of shareholders may authorize the board of directors to handle some matters related to the plan within its authority. The board of directors is the executive and management organization of the incentive plan, under which there is a salary and assessment committee, which is responsible for formulating and revising the equity incentive plan, submitting it to the general meeting of shareholders for deliberation, and handling relevant matters of the plan within the scope of authorization of the general meeting of shareholders.
The board of supervisors is the supervision organization of the incentive plan, which will express opinions on whether the plan is conducive to the sustainable development of the company and whether there are situations that obviously damage the interests of the company and all shareholders, supervise whether the implementation of the incentive plan complies with relevant laws, regulations, normative documents and the business rules of the stock exchange, and be responsible for reviewing the list of incentive objects.
Independent directors shall express independent opinions on whether the plan is conducive to the sustainable development of the company and whether there is obvious damage to the interests of the company and all shareholders, and solicit entrusted voting rights from all shareholders on the plan.
Chapter IV determination basis and scope of incentive objects
1、 Basis for determining incentive objects
(I) legal basis for determining incentive objects
The incentive objects of the plan are determined based on the relevant laws, regulations and normative documents such as the company law, the securities law, the administrative measures and the relevant provisions of the articles of association.
(II) job basis for determining incentive objects
The incentive objects of this plan include some directors, senior managers, middle managers and core technical (business) personnel of the company (including holding subsidiaries) and other personnel that the board of directors deems necessary to be encouraged. The above incentive objects are managers who have a direct impact on the company’s business performance and future development, which is in line with the purpose of this incentive plan. The list of incentive objects shall be drawn up by the company’s remuneration and assessment committee, submitted to the board of directors for approval, and verified by the company’s board of supervisors. If it needs to be approved by the company’s general meeting of shareholders, relevant procedures shall also be performed.
(III) assessment basis for determining incentive objects
The incentive objects of the plan must pass the examination in accordance with the relevant provisions of the measures for the administration of the examination of Hunan Yussen Energy Technology Co.Ltd(002986) equity incentive plan. 2、 Scope and verification of incentive objects
(I) scope of incentive objects
1. A total of 70 incentive objects were granted for the first time. Including some directors, senior managers, middle managers, core technical (business) personnel of the company (including holding subsidiaries) and other personnel that the board of directors deems necessary to be encouraged. As of December 31, 2021, the number of regular employees of the company is 539, and the number of incentive objects accounts for 13.17% of the total number of employees of the above company.
Any of the above incentive objects does not include the company’s independent directors, supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the company’s shares and their spouses, parents and children.
All incentive objects shall have employment or labor relations with the company (including subsidiaries) when the company grants rights and interests and within the assessment period specified in the incentive plan.
(II) verification of incentive objects
After the plan is reviewed and approved by the board of directors, the names and positions of incentive objects shall be publicized within the company through the company’s website or other channels before the general meeting of shareholders, and the publicity period shall not be less than 10 days.
The company shall conduct a self-examination on the trading of the company’s shares and their derivatives by insiders within 6 months before the announcement of the draft plan to explain whether there is insider trading. Those who buy and sell the company’s shares after knowing the inside information shall not be the incentive object, except for the circumstances that do not belong to insider trading according to laws, administrative regulations and relevant judicial interpretations. If insider trading occurs due to the disclosure of insider information, it shall not become an incentive object. The board of supervisors of the company shall review the list of incentive objects, fully listen to the publicity opinions, and disclose the review opinions of the board of supervisors on the list of incentive objects and the explanation of publicity five days before the general meeting of shareholders of the company deliberates the incentive plan. The list of incentive objects adjusted by the board of directors of the company shall also be verified by the board of supervisors of the company. 3、 Can not become the incentive object
According to the administrative measures, shareholders or actual controllers who individually or jointly hold more than 5% of the shares of listed companies and their spouses, parents and children shall not become incentive objects. Under any of the following circumstances, they shall not become the incentive object of this incentive plan:
(I) being identified as an inappropriate candidate by the stock exchange within the last 12 months;
(II) being identified as an inappropriate candidate by the CSRC and its dispatched offices within the last 12 months;
(III) 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;
(IV) those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law; (V) those who are not allowed to participate in the equity incentive of listed companies according to laws and regulations;
