Yunnan Energy New Material Co.Ltd(002812)
About 2022 stock option and restricted stock incentive plan
Announcement on the completion of the registration of the grant of restricted shares
The company and all directors guarantee that the contents of this announcement are true, accurate and complete without false records, misleading statements or major omissions.
Important content tips:
1. According to the provisions of the measures for the administration of equity incentive of listed companies and the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - business handling, after the equity incentive plan is deliberated and approved by the general meeting of shareholders, the listed company shall grant rights and interests, complete registration and announcement within 60 days; Since March 13, 2022 to May 5, 2022 is the window period for the company's regular reports and major events, according to relevant regulations, restricted shares shall not be granted to incentive objects during the above-mentioned period, and the listing date of the granted restricted shares shall not be within the period of prohibiting directors and senior managers from buying and selling the company's shares as stipulated in relevant laws and regulations and the rules of Shenzhen Stock Exchange, The period during which the rights and interests shall not be granted is not counted in the above 60 days. Therefore, the time arrangement for the grant of restricted shares and the completion of registration and announcement complies with relevant regulations.
2. Restricted stock grant date: May 9, 2022
3. Number of restricted shares granted and registered: 1585437 shares
4. Number of registrants of restricted stock grants: 826
5. Listing date of restricted shares: May 23, 2022
6. Grant price of restricted shares: 64.18 yuan / share
7. Source of restricted stock: the company's A-share common stock repurchased from the secondary market
According to the measures for the administration of equity incentive of listed companies issued by the China Securities Regulatory Commission and the relevant rules of Shenzhen Stock Exchange and Shenzhen Branch of China Securities Depository and Clearing Corporation Limited, Yunnan Energy New Material Co.Ltd(002812) (hereinafter referred to as "the company" or " Yunnan Energy New Material Co.Ltd(002812) ") has completed the granting and registration of restricted shares in the company's 2022 stock option and restricted stock incentive plan (hereinafter referred to as "the incentive plan"), The details are hereby announced as follows:
1、 Relevant approval procedures of the incentive plan have been performed
1. On January 24, 2022, the 41st meeting of the Fourth Board of directors of the company deliberated and approved the proposal on the company's 2022 stock option and restricted stock incentive plan (Draft) and its summary, the proposal on formulating the company's measures for the assessment and management of the implementation of 2022 stock option and restricted stock incentive plan, and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive. The independent directors of the company have expressed their independent opinions on the incentive plan and solicited entrusted voting rights from all shareholders on the incentive plan.
January 24, 2022, The 35th meeting of the 4th board of supervisors of the company deliberated and approved the proposal on the company's 2022 stock option and restricted stock incentive plan (Draft) and its summary, the proposal on formulating the company's assessment and management method for the implementation of 2022 stock option and restricted stock incentive plan, and the proposal on verifying the list of incentive objects of the company's 2022 stock option and restricted stock incentive plan.
For details, please refer to the company's designated information disclosure media "Securities Times", "China Securities News", "Securities Daily", "Shanghai Securities News" and cninfo.com (www.cn. Info. Com. CN.) on January 25, 2022 The company's announcement on the resolution of the 41st meeting of the Fourth Board of directors (Announcement No.: 2022012), the resolution of the 35th meeting of the Fourth Board of supervisors (Announcement No.: 2022018) and the company's 2022 stock option and restricted stock incentive plan (Draft) (Revised Version), etc.
2. From January 26, 2022 to February 6, 2022, the company publicized the names and positions of the incentive objects of the incentive plan in the intranet OA system. During the publicity period, the board of supervisors of the company did not receive any objection from any organization or individual. For details, please refer to the verification opinions of the board of supervisors on the list of incentive objects of the 2022 stock option and restricted stock incentive plan and the description of publicity (Announcement No.: 2022022) disclosed by the company in the designated information disclosure media on February 7, 2022.
3. On February 14, 2022, the second extraordinary general meeting of the company in 2022 deliberated and approved the proposal on the company's 2022 stock option and restricted stock incentive plan (Draft) and its summary, the proposal on formulating the company's measures for the assessment and management of the implementation of 2022 stock option and restricted stock incentive plan, and the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive. The company's implementation of the 2022 stock option and restricted stock incentive plan was approved, and the board of directors was authorized to determine the grant date, grant stock options and restricted shares to the incentive objects when the incentive objects meet the conditions, and handle all matters necessary for the grant. For details, see the announcement on the resolution of the second extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022026) disclosed by the company on the designated information disclosure media on February 15, 2022.
4. The company conducted a self-examination on the trading of the company's shares by insiders of the incentive plan and incentive objects within 6 months before the public disclosure of the incentive plan (Draft) (i.e. from July 23, 2021 to January 24, 2022). For details, please refer to the self inspection report on the purchase and sale of the company's shares by the incentive objects and insiders of the stock option and restricted stock incentive plan in 2022 (Announcement No.: 2022027) disclosed by the company in the designated information disclosure media on February 15, 2022.
5. On March 7, 2022, the 43rd meeting of the Fourth Board of directors and the 37th meeting of the Fourth Board of supervisors considered and approved the proposal on adjusting the list of incentive objects of stock options and restricted stock incentive plan in 2022 and the proposal on granting stock options to incentive objects of stock options and restricted stock incentive plan in 2022, The independent directors of the company expressed their independent opinions on this. The board of supervisors of the company reviews the list of incentive objects on the grant date of stock options and gives verification opinions. For details, see the announcement on adjusting the list of incentive objects of stock options and restricted stock incentive plan in 2022 and the number of rights and interests granted (Announcement No.: 2022034), announcement on granting stock options to incentive objects of stock options and restricted stock incentive plan in 2022 (Announcement No.: 2022035), which was disclosed by the company in the designated information disclosure media on March 8, 2022 Verification opinions of the board of supervisors on the list of incentive objects on the grant date of stock options under the 2022 stock option and restricted stock incentive plan (Announcement No.: 2022037).
6. On March 14, 2022, the company completed the grant registration of stock options of 2022 stock option and restricted stock incentive plan. For details, please refer to the announcement on the completion of the registration of stock option grant of 2022 stock option and restricted stock incentive plan (Announcement No.: 2022040) disclosed by the company on the designated information disclosure media on March 15, 2022.
7. The forty ninth session of the board of directors in 2022 examined and approved the proposal on stock incentive plan and restricted stock rights at the forty ninth session of the board of directors in 2022, The independent directors of the company expressed their independent opinions on this. The board of supervisors of the company shall review the list of incentive objects on the grant date of restricted shares and give verification opinions. For details, please refer to the announcement on matters related to the adjustment of restricted shares in the 2022 stock option and restricted stock incentive plan (Announcement No.: 2022085) and the announcement on granting restricted shares to the incentive objects of the 2022 stock option and restricted stock incentive plan disclosed by the company in the designated information disclosure media on May 10, 2022
Notice (Announcement No.: 2022086), verification opinions of the board of supervisors on the list of incentive objects on the granting date of restricted shares of the 2022 stock option and restricted stock incentive plan (Announcement No.: 2022087).
2、 Details of the grant registration of restricted shares under the incentive plan
(I) grant date: May 9, 2022
(II) number of shares granted: 1585437 restricted shares
(III) number of persons granted: 826, including qualified senior managers, middle managers, core technology and business backbone of the company when the company announced the incentive plan.
(IV) grant price: 64.18 yuan / share
(V) stock source: the company's A-share common stock repurchased from the secondary market
(VI) the distribution of restricted shares granted by the incentive plan among incentive objects is shown in the table below:
Name: the proportion of the restricted shares granted by the position to the total number of shares (shares) in the incentive plan (Draft) the proportion of the total share capital at the time of disclosure
Yu Xue, deputy general manager and Secretary of the board of directors 400002.5230% 0.0045%
Middle management, core technology and business backbone 1545437974770% 0.1732%
(825 persons)
Total (826 persons) 1585437100.00% 0.1777%
Note: 1. The shares of the company granted to any of the above incentive objects through all effective equity incentive plans do not exceed 1% of the total share capital of the company when the equity incentive plan is submitted to the general meeting of shareholders. The total number of subject shares involved in all effective incentive plans of the company shall not exceed 10% of the total share capital of the company when the equity incentive plan is submitted to the general meeting of shareholders.
2. The incentive objects of this incentive plan 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.
3. If the total number in the above table is inconsistent with the mantissa of the sum of the sub item values, it is caused by rounding.
(VII) validity period, sales restriction period and lifting of sales restriction of the incentive plan
1. The validity period of the incentive plan shall be no more than 48 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 and cancelled.
2. The restricted stock sales period granted by the incentive plan is 12 months, 24 months and 36 months respectively from the date of completion of the registration of the restricted stock granted to the incentive object.
The shares and bonuses obtained by the incentive object from the conversion of capital reserve into share capital, distribution of stock dividends, stock subdivision and other shares and bonuses obtained from the granted restricted shares that have not been lifted shall be locked in accordance with the incentive plan and shall not be sold or transferred in the secondary market in other ways. The period of lifting the restrictions on the sale of such shares is the same as that of the restricted shares. If the company repurchases the restricted shares that have not been lifted, These shares will be repurchased together.
After the restriction is lifted, the company will handle the lifting of the restriction for the incentive objects who meet the conditions for lifting the restriction. The restricted shares held by the incentive objects who do not meet the conditions for lifting the restriction will be repurchased and cancelled by the company.
3. The release period of restricted shares granted by the incentive plan and the release schedule of each period are shown in the table below:
Lifting of restrictions on sales arrangement lifting of restrictions on sales time lifting of restrictions on sales proportion
Restricted shares shall be granted from the first trading day after 12 months from the date of completion of grant registration to 40%
The last trading day within 24 months from the date of completion of the registration of the first release period
Restricted shares shall be granted from the first trading day after 24 months from the date of completion of grant registration to 30%
The second lifting of the restriction period shall end on the last trading day within 36 months from the date of completion of registration
Restricted shares shall be granted from the first trading day after 36 months from the date of completion of grant registration to 30%
The third period for lifting the restrictions on sales shall end on the last trading day within 48 months from the date of completion of registration
For the restricted shares that have not applied for the lifting of the restriction within the above agreed period or cannot apply for the lifting of the restriction due to the failure to meet the conditions for the lifting of the restriction, the company will repurchase and cancel them in accordance with the principles specified in this incentive plan.
(VIII) performance assessment requirements of the incentive plan
1. Company level performance assessment requirements
The assessment year for the lifting of restrictions on the sale of restricted shares in the incentive plan is three fiscal years from 2022 to 2024, one assessment in each fiscal year, and the performance assessment objectives of each year are shown in the table below:
Lifting of performance restriction assessment period
Restricted stocks shall be based on the operating income in 2021, and the operating income in 2022 shall not be less than 150% of the base; The first lifting of the restriction period
Restricted stocks are based on the operating income in 2021, and the operating income in 2023 shall not be less than 180% of the base
