株洲时代新材料科技股份有限公司第十届董事会第十二次（临时）会议决议公告

Core Viewpoint - The company has conducted two temporary board meetings to approve significant resolutions, including adjustments to the compensation and assessment committee and the implementation of a restrictive stock incentive plan for 2025, which aims to enhance corporate governance and retain key personnel [1][5][7]. Group 1: Board Meeting Resolutions - The board approved the adjustment of members in the compensation and assessment committee, changing the member from Li Huawei to Tian Ming [2]. - The voting results for the committee adjustment were unanimous, with 9 votes in favor and no opposition [3]. - The second meeting also received unanimous approval for the 2025 restrictive stock incentive plan, with 6 votes in favor [8]. Group 2: 2025 Restrictive Stock Incentive Plan - The plan proposes to grant a total of 21.74 million shares of restricted stock, with 21.65 million shares for initial grants and 90,000 shares reserved [7][30]. - The plan aims to attract and retain key management and technical personnel, aligning their interests with those of shareholders [26]. - The plan requires approval from the State-owned Assets Supervision and Administration Commission and a special resolution from the shareholders' meeting before implementation [10][20]. Group 3: Performance Assessment and Conditions - The performance assessment for the incentive plan includes achieving an average net profit growth rate of at least 10% and a return on equity of at least 5.5% over the years 2022 to 2024 [44]. - The plan stipulates that the restricted stocks cannot be transferred or used as collateral during the lock-up period, which lasts for at least 24 months [39]. - The company will conduct annual performance evaluations to determine if the conditions for lifting the restrictions on the stocks are met [48]. Group 4: Authorization and Adjustments - The board seeks authorization from the shareholders' meeting to handle various matters related to the implementation of the incentive plan, including determining eligibility and adjusting stock quantities in case of corporate actions [14][16]. - The plan includes provisions for adjusting the number and price of restricted stocks in response to corporate actions such as stock splits or dividends [60][64]. - The effective period of the incentive plan is set to last until all granted stocks are either released from restrictions or repurchased, not exceeding 72 months [57].