Securities code: 002812 securities abbreviation: Yunnan Energy New Material Co.Ltd(002812) bond Code: 128095 bonds abbreviation: Enjie convertible bonds Yunnan Energy New Material Co.Ltd(002812) 2022 stock option and restricted stock incentive plan (Draft)
Yunnan Energy New Material Co.Ltd(002812)
January 2002
statement
The board of directors, the board of supervisors and all directors and supervisors of the company 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.
hot tip
1、 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, other relevant laws, regulations, rules and normative documents, as well as the Yunnan Energy New Material Co.Ltd(002812) articles of association.
2、 The incentive plan includes stock option incentive plan and restricted stock incentive plan. The stock source of stock options is the company’s directional issuance of Yunnan Energy New Material Co.Ltd(002812) (hereinafter referred to as “the company” or “the company”) A-share common shares to the incentive object, and the stock source of restricted shares is the company’s A-share common shares repurchased by the company from the secondary market.
3、 The incentive plan plans to grant no more than 3.170874 million stock rights and interests to the incentive objects in total. The subject stock involved is A-share common stock, accounting for about 0.3553% of the total share capital of the company at the time of announcement of the draft incentive plan. The details are as follows:
Stock option incentive plan: the company plans to grant 1585437 stock options to incentive objects, involving A-share common shares, accounting for about 0.1777% of the total share capital of the company at the time of announcement of the draft incentive plan. Under the condition of meeting the exercise conditions, each stock option has the right to purchase one share of the company’s shares at the exercise price during the exercise period.
Restricted stock incentive plan: the company plans to grant 1585437 restricted shares to the incentive objects, involving A-share ordinary shares, accounting for about 0.1777% of the total share capital of the company at the time of announcement of the draft incentive plan.
As of the announcement date of the draft incentive plan, the total number of subject shares involved in all equity incentive plans within the validity period of the company has not exceeded 10% of the total share capital of the company. The cumulative shares of the company granted by any incentive object through the equity incentive plan within the whole validity period shall not exceed 1% of the total share capital of the company.
During the period from the announcement date of the draft incentive plan to the completion of the exercise of stock options or the registration of restricted shares by the incentive object, if the company has matters such as the conversion of capital reserve into share capital, the distribution of stock dividends, stock subdivision or reduction, allotment and so on, the number of stock options and restricted shares and the total number of underlying shares involved will be adjusted accordingly. 4、 The exercise price of stock options granted under the incentive plan is 265.36 yuan / share, and the grant price of restricted shares is 64.48 yuan / share.
During the period from the date of announcement of the draft incentive plan to the completion of the exercise of stock options or the registration of restricted shares by the incentive object, if the company has matters such as the conversion of capital reserve into share capital, the distribution of stock dividends, stock subdivision or reduction, allotment and dividend distribution, the exercise price of stock options and the grant price of restricted shares will be adjusted accordingly. 5、 The total number of incentive objects granted by the incentive plan is 1012, including qualified senior managers, middle managers and core technology and business backbones of the company when the company announces the incentive plan.
6、 The validity period of this incentive plan is from the date of completion of the grant registration of stock options and restricted shares to the date of completion of the exercise or cancellation of all stock options and the lifting of restrictions on sale or repurchase cancellation of restricted shares, with a maximum of 48 months.
7、 The company does not have the following circumstances under which equity incentive shall not be implemented as stipulated in Article 7 of the measures for the administration of equity incentive of listed companies:
(I) the audit report of the financial accounting report of the latest fiscal year issued by the certified public accountant with a negative opinion or unable to express an opinion;
(II) the internal control of the financial report of the most recent fiscal year is given a negative opinion or unable to express an opinion by the certified public accountant;
(III) failure to distribute profits in accordance with laws and regulations, the articles of association and public commitments within the last 36 months after listing;
(IV) equity incentive is prohibited by laws and regulations;
(V) other circumstances recognized by the CSRC.
8、 The incentive objects participating in the incentive plan do not include the company’s supervisors and independent directors. Shareholders or actual controllers who individually or jointly hold more than 5% of the company’s shares and their spouses, parents and children do not participate in the incentive plan. The incentive object complies with the provisions of Article 8 of the measures for the administration of equity incentive of listed companies, and there are no following circumstances that may not be the incentive object:
(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;
(VI) other circumstances recognized by the CSRC.
9、 The company promises not to provide loans or any other form of financial assistance for the incentive object to obtain relevant stock options or restricted shares according to the incentive plan, including providing guarantee for its loans.
10、 The incentive object promises that if the company does not comply with the arrangement of granting rights and interests or exercising rights and interests due to false records, misleading statements or major omissions in the information disclosure documents, the incentive object will return all the benefits obtained from the equity incentive plan to the company after the relevant information disclosure documents are confirmed to have false records, misleading statements or major omissions.
11、 The incentive plan can be implemented only after being deliberated and approved by the general meeting of shareholders of the company. Within 60 days from the date when the general meeting of shareholders deliberates and approves the incentive plan, the company will convene the board of directors to grant the incentive object according to relevant regulations, and complete the announcement, registration and other relevant procedures. If the company fails to complete the above work within 60 days, it shall disclose the reasons for the failure in time, announce the termination of the implementation of the equity incentive plan, and the stock options or restricted shares not granted shall be invalid. According to the measures for the administration of equity incentive of listed companies, the period during which the company shall not grant rights and interests shall not be counted within 60 days.
12、 The implementation of this incentive plan will not result in the company’s equity distribution not meeting the requirements of listing conditions.
catalogue
Chapter I interpretation 5 chapter II purpose and principle of this incentive plan 6 Chapter III Management Organization of this incentive plan Chapter IV determination basis and scope of incentive objects 8 Chapter V specific contents of equity incentive plan Chapter VI implementation procedures of equity incentive plan Chapter VII respective rights and obligations of the company / incentive object Chapter VIII handling of changes in the company / incentive object 36 Chapter IX Supplementary Provisions forty
Chapter I interpretation
Unless otherwise specified, the following words have the following meanings in this article: Yunnan Energy New Material Co.Ltd(002812) , the company and the company refer to Yunnan Energy New Material Co.Ltd(002812)
This incentive plan refers to the Yunnan Energy New Material Co.Ltd(002812) 2022 stock option and restricted stock incentive plan
Stock options and options refer to the right granted by the company to the incentive object to purchase a certain number of shares of the company at a predetermined price and conditions in a certain period of time in the future
According to the conditions and prices specified in the incentive plan, the company grants a certain number of restricted stock index company shares to the incentive object. The restricted sale period of such shares is set for a certain period of time. The restricted sale and circulation can be lifted only after the conditions for lifting the restricted sale specified in the incentive plan are met
Incentive objects refer to the senior managers, middle managers and core technical and business backbones of the company who obtain stock options or restricted shares in accordance with the provisions of this incentive plan
The grant date refers to the date on which the company grants rights and interests to the incentive object, and the grant date must be the trading day
The waiting period refers to the period between the date when the registration of stock option grant is completed and the date when the stock option is exercisable
Exercise refers to the behavior that the incentive object purchases the underlying stock according to the conditions set in the incentive plan
The exercisable date refers to the date when the incentive object can start exercising the right. The exercisable date must be the trading day
The exercise price refers to the price at which the incentive object purchases the company’s shares as determined in the incentive plan
Exercise conditions refer to the conditions that must be met for the incentive object to exercise the stock option according to the stock option incentive plan
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 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
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 articles of association refers to the Yunnan Energy New Material Co.Ltd(002812) articles of association
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shenzhen Stock Exchange
Yuan means RMB yuan
Note: 1. Unless otherwise specified, the financial data and financial indicators quoted in this draft refer to the financial data in the consolidated statement and the financial indicators calculated based on such financial data.
2. In this draft, the difference in the mantissa between the sum of some total numbers and each detailed number is caused by rounding.
Chapter II purpose and principle of the incentive plan
In order to further establish and improve the company’s long-term incentive mechanism, attract and retain excellent talents, fully mobilize the enthusiasm of the company’s senior managers, middle managers and core technology and business backbone, effectively combine the interests of shareholders, the company and the personal interests of the core team, and make all parties pay common attention to the long-term development of the company, On the premise of fully protecting the interests of shareholders, this incentive plan is formulated in accordance with the principle of equal income and contribution, relevant laws, regulations and normative documents such as the company law, the securities law, the administrative measures and the articles of association.
Chapter III Management Organization of the incentive plan
1、 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 incentive plan. The general meeting of shareholders may authorize the board of directors to handle some matters related to the incentive plan within its authority.
2、 The board of directors is the executive management organization of the incentive plan and is responsible for the implementation of the incentive plan. The remuneration and assessment committee under the board of directors is responsible for formulating and revising the incentive plan and submitting it to the board of directors for deliberation. After the board of directors deliberates and approves the incentive plan, it shall be submitted to the general meeting of shareholders for deliberation. The board of directors may handle other relevant matters of the incentive plan within the scope authorized by the general meeting of shareholders.
3、 The board of supervisors and independent directors are the supervisory bodies of the incentive plan and shall express their opinions on whether the incentive plan is conducive to the sustainable development of the company and whether there is any situation that obviously damages the interests of the company and all shareholders. The board of supervisors shall 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 will solicit entrusted voting rights from all shareholders for this incentive plan.
If the company changes the equity incentive plan before it is deliberated and approved by the general meeting of shareholders, the independent directors and the board of supervisors shall express their independent opinions on whether the changed plan is conducive to the sustainable development of the company and whether there is any situation that obviously damages the interests of the company and all shareholders
