Henan Shenhuo Coal Power Co., Ltd.
2026 Restricted Stock Incentive Plan Management Measures
To implement the 2026 Restricted Stock Incentive Plan (hereinafter referred to as the "Incentive Plan") of Henan Shenhuo Coal Power Co., Ltd. (hereinafter referred to as the "Company") and the "Management Measures for Listed Company Equity Incentives" (hereinafter referred to as the "Management Measures"), and in accordance with relevant laws, regulations, and normative documents, as well as the "Articles of Association" of the Company, this Management Measures is formulated to clarify the management organization and its responsibilities, implementation procedures, handling of special circumstances, information disclosure, financial accounting and tax treatment, and supervision and management of the Incentive Plan.
I. Management Organization and Responsibilities
The Remuneration and Assessment Committee of the Board of Directors is responsible for drafting the incentive plan proposal. After the proposal is reviewed and approved by the Board of Directors, and the list of incentive recipients is verified by the Remuneration and Assessment Committee, and approved by the state-owned assets supervision department, and approved by the resolution of the Company's shareholders' meeting, the Board of Directors is responsible for the assessment and implementation of the company's equity incentive plan. The Remuneration and Assessment Committee of the Board of Directors is responsible for assessing relevant performance under the guidance of the Board of Directors.
II. Incentive Recipients and Incentive Quotas
(I) Incentive recipients are senior management personnel and core backbone personnel who have an employment relationship with the Company or its subsidiaries, or hold positions in the Company or its subsidiaries. Among the incentive recipients, senior management personnel must be appointed by the Company's Board of Directors.
(II) Incentive recipients shall not participate in the Company's equity incentive plan through non-standard methods such as "nominee shareholding" or "name holding."
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The total number of underlying shares of the Company's incentive plan within its validity period shall not exceed 10% of the total share capital. The implementation of the incentive plan shall not cause the state-controlled shareholder to lose its actual control.
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The total incentive amount for the Company's first implementation of the incentive plan shall not exceed 1% of the total share capital in principle. The cumulative number of options granted within two full fiscal years shall not exceed 3% of the total share capital.
III. Conditions for Grant of Restricted Shares
Incentive recipients can only be granted restricted shares if they simultaneously meet the following conditions:
(I) The Company has not experienced any of the following situations:
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The audited financial statements for the most recent fiscal year have been issued a disclaimer of opinion or an opinion of no representation by a certified public accountant.
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The internal control of the financial report for the most recent fiscal year has been issued a disclaimer of opinion or an opinion of no representation by a certified public accountant.
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Within 36 months after listing, the Company has failed to distribute profits in accordance with laws, regulations, the Articles of Association, or public commitments.
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Situations where laws and regulations prohibit the implementation of the incentive plan.
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Other circumstances identified by the China Securities Regulatory Commission (CSRC).
(II) The incentive recipient has not experienced any of the following situations:
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Identified as an unsuitable person by the stock exchange within the last 12 months.
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Identified as an unsuitable person by the CSRC and its派出机构 (authorized regulatory body) within the last 12 months.
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Received administrative penalties or market entry bans from the CSRC and its派出机构 for major violations of laws and regulations within the last 12 months.