ZHEJIANG YONGTAI TECHNOLOGY
CO., LTD.
(GDR under the symbol:
"YTT")
(a joint stock company
established under the laws of the People's Republic of China with
limited liability)
Notice of the Second
Extraordinary General Meeting in 2024
NOTICE IS HEREBY GIVEN that the
second extraordinary general meeting of Zhejiang Yongtai Technology
Co., Ltd. (hereinafter referred to as the "Company") in 2024 will
be held at the conference room on the second floor of the Company's
office building, No. 1 Donghai Fourth Avenue, Linhai Park, Zhejiang
Chemical API Base, Zhejiang Province, China, on Monday, 15 July
2024 at 15:00 (Beijing Time), for the purpose of considering, and
if thought fit, passing the following resolution.
Special Resolutions
1. Proposal on the Company's 2024
Restricted Stock Incentive Plan (Draft) and its summary
2. Proposal on Administrative
Measures for the Implementation and Appraisal of the 2024
Restricted Stock Incentive Plan of the Company
3. Proposal to request the General
Meeting of Shareholders to authorize the Board of Directors to
handle matters relating to the Share Incentive Scheme
The Board
of Directors
Zhejiang
Yongtai Technology Co., Ltd.
28 June
2024
Special Resolutions
Resolution 1: Proposal on the
Company's 2024 Restricted Stock Incentive Plan (Draft) and its
summary
To all Shareholders and
Shareholders' proxies,
Zhejiang Yongtai Technology Co.,
Ltd. has announced its 2024 Restricted Stock Incentive Plan
(Draft). For details, please refer to the announcement of 2024
Restricted Stock Incentive Plan (Draft).
Connected shareholders are required
to recuse themselves from voting on this proposal and may not
accept other shareholders' proxy to vote on this proposal.
Shareholders who are the incentive recipients under the Company's
Restricted Stock Incentive Plan or shareholders who have a
connected relationship with the incentive recipients are required
to recuse themselves from voting on this proposal.
Resolution 2: Proposal on
Administrative Measures for the Implementation and Appraisal of the
2024 Restricted Stock Incentive Plan of the
Company
To all Shareholders and
Shareholders' proxies,
In order to ensure the smooth
implementation of the 2024 Restricted Stock Incentive Plan, in
accordance with the Administrative Measures for the Equity
Incentive of Listed Companies, the Rules Governing the Listing of
Stocks on the Shenzhen Stock Exchange and other relevant laws and
regulations, as well as the actual situation of the Company, the
Company has formulated the Administrative Measures for the
Implementation and Appraisal of the 2024 Restricted Stock Incentive
Plan, and the Administrative Measures for the Implementation and
Appraisal are attached.
Connected shareholders are required
to recuse themselves from voting on this proposal and may not
accept other shareholders' proxy to vote on this proposal.
Shareholders who are the incentive recipients under the Company's
Restricted Stock Incentive Plan or shareholders who have a
connected relationship with the incentive recipients are required
to recuse themselves from voting on this proposal.
Annex:
ZHEJIANG YONGTAI TECHNOLOGY
CO., LTD.
Administrative Measures for
the Implementation and Appraisal of the 2024 Restricted Stock
Incentive Plan
Zhejiang Yongtai Technology Co.,
Ltd. (hereinafter referred to as the "Company") has
formulated 2024 Restricted Stock Incentive
Plan (Draft), in
order to further improve the Company's corporate governance
structure, establish and improve long-term incentive and restraint
mechanisms, attract and retain core personnel, fully mobilize their
enthusiasm and creativity, effectively enhance the cohesion of the
core team and the core competitiveness of the Company, and
effectively combine the interests of shareholders, the Company, and
the core team, all parties must pay attention to the long-term
development of the Company and ensure the realization of the
Company's development strategy and business objectives, in
accordance with the principle of equal incentives and constraints
while fully protecting the interests of shareholders.
In order to ensure the smooth
promotion and orderly implementation of the 2024 Restricted Stock
Incentive Plan of the Company (hereinafter referred to as the
"Incentive Plan"), the Company hereby formulates this Measures 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 Incentives for Listed Companies,
the Rules Governing the Listing of Stocks on Shenzhen Stock
Exchange and other relevant laws and administrative regulations,
standardized documents and relevant provisions of the Company's
Articles of Association and in light of the actual situation of the
Company. Shenzhen Stock Exchange Self-Regulatory Guide for Listed
Companies No. 1 - Business Processing" and other relevant laws,
administrative regulations, standardized documents and relevant
provisions of the Articles of Association of the Company, and
taking into account the actual situation of the Company, the
Company hereby formulates these Measures.
Article 1 Purpose of Appraisal
The purpose of formulating these
Measures is to strengthen the planning of the implementation of
this Incentive Plan, quantify the specific objectives set out in
this Incentive Plan, promote the scientific, standardized and
institutionalized appraisal management of the incentive recipients,
and ensure the achievement of the performance targets of this
Incentive Plan; at the same time, to guide the incentive recipients
to improve their work performance and enhance their work ability,
to objectively and impartially evaluate the performance and
contribution of the employees, and to provide an objective for the
implementation of this Incentive Plan, comprehensive evaluation
basis for the implementation of this incentive plan.
Article 2 Appraisal Principles
(1) Adhere to the principles of
fairness, impartiality and openness, and assess the incentive
targets in strict accordance with the Scheme;
(2) The Appraisal indicators shall
be combined with the Company's medium and long-term development
strategies and annual business objectives, and the performance,
ability and attitude of the incentive recipients.
Article 3 Scope of Appraisal
These Measures shall apply to all
incentive recipients identified in this Incentive Plan. The total
number of incentive recipients under this Incentive Plan is 321,
including directors, senior management, middle management and core
technical (business) personnel serving in the Company (including
subsidiaries, hereinafter the same) at the time of the Company's
announcement of this Incentive Plan, excluding independent
directors, supervisors, shareholders or de facto controllers of
Yongtai Technology who individually or collectively hold more than
5% of the Company's shares, and their spouses, parents and
offspring. Among the incentive recipients under this Incentive
Plan, the directors and senior management of the Company must be
elected by the shareholders' meeting of the Company or appointed by
the Board of Directors of the Company. All incentive targets must
sign labor contracts or employment contracts with the Company or
the Company's subsidiaries during the appraisal period of this
incentive plan.
Article 4 Appraisal Organization and Executive
Body
(i) The Remuneration and Evaluation
Committee of the Board of Directors of the Company (hereinafter
referred to as the "Remuneration and Evaluation Committee") shall
be responsible for leading and reviewing the appraisal of the
incentive recipients;
(ii) The Human Resources Department,
Finance Department and other relevant departments of the Company
shall form an appraisal team responsible for the specific appraisal
work, collect and provide relevant appraisal data, be responsible
for the authenticity and reliability of the data, and report the
work to the Remuneration and Appraisal Committee;
(iii) The Board of Directors of the
Company is responsible for the examination and approval of the
appraisal results.
Article 5 Performance Appraisal Indicators and
Standards
Whether the restricted shares
granted to the incentive recipients can be released from restricted
sale will be jointly determined based on the Appraisal results at
both the Company's and the incentive recipients' levels.
(i) Performance Appraisal
requirements at the Company level
The Incentive Plan assesses the
Company's performance targets in annual installments during the
fiscal years 2024-2026, with the achievement of the performance
Appraisal targets as one of the conditions for the release of
restricted shares for the incentive recipients in the current year.
The performance Appraisal targets at the Company level for the
restricted shares granted under this incentive plan are set out in
the table below:
|
Resale restriction
period
|
Corresponding Appraisal
year
|
Revenues（A）
|
|
Target
amount（Am）
|
Trigger
amount（An）
|
|
1st Resale
restriction period
|
2024
|
4.747billion
|
4.541
billion
|
|
2nd Resale
restriction period
|
2025
|
5.459
billion
|
4.995
billion
|
|
3rd Resale
restriction period
|
2026
|
6.278
billion
|
5.494
billion
|
Note: The above "
Revenues " refers to the audited business revenue
of listed companies.
In accordance with the above
performance appraisal objectives, the percentage of release of
restricted shares at the Company level for each period is linked to
the degree of achievement of the performance for the appraisal
period, and the specific arrangements for the percentage of release
of restricted shares are set out below:
|
Index
|
Achievement of
performance
|
Percentage of restricted
sales lifted at company level （X）
|
|
Revenues（A）
|
A≥Am
|
X=100%
|
|
An≤A＜Am
|
X=A/Am×100%
|
|
A＜An
|
X=0%
|
During the period of release of
restricted shares, the Company handles the release of restricted
shares for incentive recipients who fulfill the conditions for
release of restricted shares. The proportion of restricted shares
to be released from restricted sale at the Company level is
recognized based on the completion of performance at the Company
level (X). If the restricted shares of the incentive recipients
that are scheduled to be released from restricted sale in the
current period cannot be released from restricted sale due to
performance Appraisal at the Company level or cannot be completely
released from restricted sale, such part of the restricted shares
will be repurchased by the Company at the grant price for
cancellation.
(ii) Performance appraisal
requirements at the individual level for incentive
recipients
The Appraisal of the individual
level of incentive recipients shall be implemented in accordance
with the Company's internal performance appraisal system. The
results of individual Appraisal of incentive targets are
categorized into two grades of "qualified" and "unqualified", and
the corresponding percentage of individual level of release of
sales restriction is as follows:
|
Appraisal
level
|
Qualified
|
Unqualified
|
|
Individual level release of restriction
ratio（Y）
|
100%
|
0%
|
The number of restricted shares
actually released from restricted sale in the year of the incentive
recipient = the number of restricted shares planned to be released
from restricted sale in the year of the individual × the percentage
of release from restricted sale at the Company level (X) × the
percentage of release from restricted sale at the individual level
(Y).
Restricted shares that cannot be
released from restricted sale in the year of the incentive
recipient's Appraisal for reasons of performance evaluation at the
individual level will be repurchased and canceled by the Company at
the grant price.
Article 6 Appraisal Period and Frequency
The appraisal year for the
restricted shares under the Incentive Plan shall be the three
fiscal years from 2024 to 2026. The performance appraisal at the
Company level and the performance appraisal at the individual level
shall be appraised once a year.
Article 7 Appraisal Procedures
The Human Resources Department,
Finance Department and other relevant departments of the Company
shall be responsible for the specific appraisal work under the
guidance of the Remuneration and Appraisal Committee, save the
appraisal results and form a performance appraisal report on this
basis for submission to the Remuneration and Appraisal Committee,
and the Board of Directors of the Company shall be responsible for
the examination and approval of the appraisal results.
Article 8 Management of appraisal results
(I) Feedback and application of
appraisal results
(1) The subject of appraisal shall
have the right to know the result of his/her own appraisal, and the
direct supervisor of the employee or the Human Resources Department
of the Company shall notify the subject of appraisal of the
appraisal result after the appraisal work is completed.
2. If the subject of appraisal has
any objection to his/her appraisal results, he/she can communicate
with the Human Resources Department to solve the problem after
receiving the appraisal results. If the communication cannot be
resolved, the appraisee may appeal to the Compensation and
Evaluation Committee, which shall review and determine the final
appraisal results.
3. The appraisal results shall be
used as the basis for the release of restricted shares from
restricted sale.
(II) Filing of appraisal
records
1. After the appraisal, the Human
Resources Department, the Finance Department and other relevant
departments shall retain all appraisal record files of the
performance appraisal. The appraisal results shall be kept in the
file as confidential information.
2. In order to ensure the
effectiveness of performance records, the performance records are
not allowed to be altered, and if they are to be re-modified or
re-recorded, they shall be signed by the parties
concerned.
3. Performance appraisal records are
kept for 5 years. For documents and records that exceed the
retention period, they will be destroyed by the Remuneration and
Appraisal Committee.
Article 9 Appendices
(i) These Measures shall be
formulated and revised by the Remuneration and Evaluation Committee
and interpreted by the Board of Directors of the
Company.
(ii) The relevant provisions of
these Measures shall be implemented in accordance with the relevant
national laws, administrative regulations, normative documents and
this Incentive Plan in case of conflict with them. Where not
expressly provided for in these Measures, they shall be implemented
in accordance with the relevant national laws, administrative
regulations, standardized documents and this Incentive Plan. In the
event of any conflict between these Measures and the laws,
administrative regulations and departmental rules to be issued and
implemented in the future, the provisions of the laws,
administrative regulations and departmental rules to be issued and
implemented in the future shall prevail.
(iii) These Measures shall be
implemented from the date of consideration and approval by the
Shareholders' General Meeting and from the effective date of this
Incentive Plan.
Zhejiang
Yongtai Technology Co., Ltd.
28 June 2024
Resolution 3: Proposal to
request the General Meeting of Shareholders to authorize the Board
of Directors to handle matters relating to the Share Incentive
Scheme
To all Shareholders and
Shareholders' proxies,
In order to implement the Company's
2024 Restricted Stock Incentive Plan (the "Incentive Plan"), the
Board of Directors of the Company proposes to the General Meeting
of Shareholders to authorize the Board of Directors to deal with
the following matters relating to the Incentive Plan:
1. It is hereby proposed to the
shareholders' meeting of the Company to authorize the Board of
Directors to be responsible for the following matters in relation
to the specific implementation of the Incentive Plan:
(1) To authorize the Board of
Directors to determine the eligibility and conditions of the
incentive recipients to participate in this Incentive Plan and to
determine the grant date of the restricted shares;
(2) To authorize the Board of
Directors to make corresponding adjustments to the number of
restricted shares and the number of underlying shares involved in
accordance with the method stipulated in this incentive plan in the
event that the Company has any matters such as capitalization of
capital surplus, distribution of stock dividends, stock splits or
reductions, or share placements;
(3) To authorize the Board of
Directors to make corresponding adjustments to the grant price of
restricted shares in accordance with the method stipulated in the
current incentive plan in the event of matters such as
capitalization of capital surplus, distribution of stock dividends,
stock splits or reductions, stock placements and dividend payments
by the Company;
(4) To authorize the Board of
Directors to directly reduce the share of restricted shares for
which employees have forfeited their subscription prior to the
grant of restricted shares;
(5) To authorize the Board of
Directors to grant restricted shares to the incentive recipients
when the incentive recipients are eligible and to handle all
matters necessary for the granting of restricted shares, including
but not limited to filing applications for the grant with the Stock
Exchange and applying to the Registrar and Settlement Company for
the registration and settlement of the relevant registration and
settlement operations;
(6) To authorize the Board of
Directors to review and confirm the eligibility of the incentive
recipients for the release of restricted shares and the conditions
for the release of restricted shares, and to agree that the Board
of Directors shall delegate the exercise of such right to the
Remuneration and Evaluation Committee of the Board of
Directors;
(7) To authorize the Board of
Directors to decide whether the restricted shares granted to the
incentive recipients can be released from restricted
sale;
(8) To authorize the Board of
Directors to handle all matters necessary for the release of
restricted shares granted to the incentive recipients, including
but not limited to the filing of application for release of
restricted shares with the Stock Exchange and the application for
the relevant registration and settlement operations with the
Registration and Settlement Company;
(9) To authorize the Board of
Directors to handle matters relating to the restriction on sale of
restricted shares that have not yet been released from restriction
on sale;
(10) To authorize the Board of
Directors to sign, execute, amend or terminate any agreement
relating to this incentive plan and other relevant
agreements;
(11) To authorize the Board of
Directors to handle changes and termination in accordance with the
provisions of this Incentive Plan, including but not limited to the
cancellation of the eligibility of incentive recipients for the
release of restricted shares, the repurchase and cancellation of
restricted shares of incentive recipients not yet released from
restricted shares, the handling of repurchase and cancellation of
restricted shares of incentive recipients not yet released from
restricted shares who have passed away, and the termination of this
Incentive Plan;
(12) To authorize the Board of
Directors to administer and adjust the Incentive Plan, and to
establish or amend the regulations for the administration and
implementation of the Plan from time to time on the premise that
they are consistent with the terms of the Incentive Plan. However,
if such modifications are required by laws, regulations or relevant
regulatory bodies to be approved by the general meeting of
shareholders or/and relevant regulatory bodies, such modifications
by the Board of Directors must be approved accordingly;
(13) To authorize the Board of
Directors to perform other necessary matters required for the
implementation of the Restricted Share Incentive Scheme, except for
those rights expressly provided in the relevant documents to be
exercised by the general meeting of shareholders.
2. To request the general meeting of
shareholders of the Company to authorize the Board of Directors to
go through the procedures of approval, registration, filing,
approval and consent with the relevant governments and institutions
in respect of the Incentive Plan; to sign, execute, amend and
complete the documents to be submitted to the relevant governmental
authorities, institutions, organizations and individuals; to amend
the Articles of Association of the Company and to register the
change of the registered capital of the Company; and to do all acts
that it deems necessary, proper or appropriate in connection with
the Incentive Plan. All acts of the Company.
3. To request the general meeting of
the Company's shareholders to authorize the Board of Directors to
appoint intermediaries such as collecting banks, accounting firms,
law firms and securities firms for the purpose of the
implementation of this incentive plan.
4. It is hereby proposed to the
shareholders' general meeting of the Company to agree that the term
of authorization to the Board of Directors shall be the same as the
validity period of the Incentive Scheme.
The above authorization may be
exercised directly by the Chairman of the Board of Directors or an
appropriate person authorized by him on behalf of the Board of
Directors, except for those matters which are expressly provided
for in the laws, administrative regulations, rules and regulations
of the CSRC, normative documents, the Incentive Plan or the
Articles of Association of the Company to be resolved and adopted
by the Board of Directors.
Affiliated shareholders are required
to recuse themselves from voting on this proposal and are also not
allowed to accept proxies from other shareholders to vote on this
proposal. Shareholders who are the incentive recipients of the
Company's current Restricted Share Incentive Plan or shareholders
with whom the incentive recipients have an affiliation are required
to recuse themselves from voting on this proposal.