Securities code: 000898 securities abbreviation: Angang Steel Company Limited(000898) Announcement No.: 2022-005 Angang Steel Company Limited(000898)
Announcement on the completion of reservation and grant registration of 2020 restricted stock incentive plan
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
According to the measures for the administration of equity incentive of listed companies issued by the CSRC and the relevant rules of Shenzhen Stock Exchange and Shenzhen Branch of China Securities Depository and Clearing Corporation, Angang Steel Company Limited(000898) (hereinafter referred to as the company) has completed the reservation and grant registration of the company’s 2020 restricted stock incentive plan (hereinafter referred to as the incentive plan or the plan), The details are announced as follows:
1、 Decision making procedures and approval of equity incentive plan
1. On November 26, 2020, the 32nd meeting of the 8th board of directors and the 11th meeting of the 8th board of supervisors of the company deliberated and adopted the proposal on Angang Steel Company Limited(000898) 2020 restricted stock incentive plan (Draft) and its summary and other relevant proposals, and the independent directors expressed their independent opinions unanimously.
2. From December 4 to December 13, 2020, the company publicized the list of incentive objects internally. On December 22, 2020, the board of supervisors issued the statement and verification opinions of the board of supervisors on the publicity of the list of incentive objects of the company’s 2020 restricted stock incentive plan.
3. On December 30, 2020, the company announced the announcement on the approval of Angang Steel Company Limited(000898) restricted stock incentive plan by SASAC. According to the reply on Angang Steel Company Limited(000898) implementation of restricted stock incentive plan by the state owned assets supervision and Administration Commission of the State Council (hereinafter referred to as “SASAC”) (Guo Zi kaofen [2020] No. 664), SASAC agreed in principle to the company’s implementation of this incentive plan.
4. On December 31, 2020, the third extraordinary general meeting of the company in 2020 deliberated and approved the proposal on Angang Steel Company Limited(000898) 2020 restricted stock incentive plan (Draft) and its summary and other relevant proposals. On the same day, the company disclosed the Angang Steel Company Limited(000898) self inspection report on the trading of the company’s shares by insiders and incentive objects of the company’s 2020 restricted stock incentive plan. It was not found that the relevant insiders used the inside information to buy and sell the company’s shares.
5. On January 8, 2021, the 38th meeting of the 8th board of directors and the 13th meeting of the 8th board of supervisors of the company deliberated and approved the proposal on adjusting the relevant matters of Angang Steel Company Limited(000898) 2020 restricted stock incentive plan and the proposal on granting restricted shares to incentive objects for the first time. The independent directors expressed unanimous independent opinions.
6. On December 10, 2021, the 54th meeting of the 8th board of directors and the 20th meeting of the 8th board of supervisors of the company deliberated and approved the proposal on repurchase and cancellation of restricted shares granted to some incentive objects of the 2020 restricted stock incentive plan but not lifted the restriction on sales and the proposal on granting reserved restricted shares to incentive objects. The independent directors expressed unanimous independent opinions.
2、 Specific conditions of reserved grant of restricted shares
(I) grant date: December 10, 2021
(II) number of shares granted: 5214000
(III) stock source: A-share common stock repurchased by the company from the secondary market
(IV) number of persons granted: 37
(V) grant price: 2.31 yuan / share
(VI) the distribution of restricted shares reserved for grant in the incentive plan among incentive objects is shown in the table below:
Name: the number of positions granted accounts for the proportion of the total granted amount to the total share capital (10000 shares)
1、 Directors and officers
Xu shishuai, general manager 22.55 4.30% 0.002%
Wang Baojun executive director, deputy general manager and general accountant 26.55 5.07% 0.003%
Division and Secretary of the board of directors
2、 Other key employees
Other core employees (35 persons) 475.04 90.63% 0.051%
Total 524.14 100.00% 0.056%
Note: (1) the incentive objects of this plan do not participate in the equity incentive plans of two or more listed companies, and there are no major shareholders or actual controllers holding more than 5% shares of the company and their spouses, parents and children.
(2) During the validity period of the plan, the expected income level of individual equity incentive of senior managers shall be implemented in strict accordance with relevant national policies and regulations. The general salary level of senior managers shall be determined according to the company’s performance appraisal and salary management measures with reference to the principles and regulations of state-owned assets supervision and administration institutions or departments.
After the board of directors of the company determined the reserved grant date of restricted shares, in the subsequent registration process, one incentive object voluntarily gave up all the restricted shares to be granted by the company for personal reasons, totaling 124800 shares. Therefore, the number of incentive objects reserved and granted restricted shares was adjusted from 38 to 37, and the number of reserved and granted restricted shares was adjusted from 5.3662 million shares to 5.2414 million shares.
The above 37 incentive objects are the company, which was published on cninfo.com on December 11, 2021 http://www.cn.info.com.cn. The personnel identified in the list of incentive objects reserved and granted under the 2020 restricted stock incentive plan on the.
(VII) the validity period of the reserved grant part, the restriction period and the lifting of the restriction arrangement
1. Term of validity
The validity period of the reserved grant of some restricted shares shall be no more than 60 months from the date of completion of the registration of the grant of restricted shares to the date of lifting the restrictions on the sale or repurchase of restricted shares. 2. Restricted period
Restricted shares shall be restricted to sale within 24 months from the date of completion of registration of grant.
During the restricted sale period, restricted shares shall be restricted and shall not be transferred, used as guarantee or repay debts. After 24 months from the date of registration of the grant, the restricted shares shall be lifted in three phases. The proportion of lifting the restrictions in each phase shall be 33%, 33% and 34% respectively. The actual number of restricted shares that can be lifted shall be linked to the performance evaluation results of the first, second and third financial years (corresponding assessment year of each phase) after the publication date of the draft incentive plan. The specific arrangements for lifting the restrictions are shown in the table below:
The number of sales restrictions that can be lifted at the time of lifting the restrictions
Number of authorized benefits
The first transaction after 24 months from the date of completion of registration of the grant
The last 33% within 36 months from the date of lifting the sales restriction period to the date of completing the registration of the grant
End of one trading day
The second is the first transaction 36 months after the date of completion of registration of the grant
The last 33% within 48 months from the date of lifting the sales restriction period to the date of completing the registration of the grant
End of one trading day
The third is the first transaction after 48 months from the date of completion of registration of grant
The last 34% within 60 months from the date of lifting the sales restriction period to the date of completing the registration of the grant
End of one trading day
The incentive object shall comply with the relevant restrictions on the sale of restricted shares in the plan. It shall not be used for debt repayment or restricted disposal before the transfer of shares. The restricted shares granted to the incentive objects will enjoy the rights of their shares after being registered and transferred by the registration and Clearing Company, including other rights other than voting rights, such as dividend rights, allotment rights, etc. However, during the restricted sale period, the bonus shares, capital reserve converted shares and shares allotted to the original shareholders in the allotted shares obtained by the incentive object due to the restricted shares granted shall be locked at the same time, and shall not be sold in the secondary market or transferred in other ways. The deadline of the restricted sale period of these shares is the same as that of the restricted shares. The restricted shares granted to the incentive object under this incentive plan shall not be transferred, used to guarantee or repay debts during the restricted sale period.
3. Lifting the sales restriction arrangement
After the fulfillment of the conditions for lifting the restrictions on sale stipulated in the incentive plan, the restricted shares held by the incentive object can be lifted and listed for circulation. The period of lifting the restrictions on sale is the period of lifting the restrictions. During the period of lifting the restriction, if the conditions for lifting the restriction are met in the current period, the incentive object can apply for lifting the restriction on the corresponding proportion of restricted shares. The part that fails to apply for lifting the restriction on sales on schedule will not be lifted and will be repurchased by the company; If the conditions for lifting the restrictions are not met in any period during the period of lifting the restrictions, the restricted shares that can be lifted in the current period shall not be lifted and shall be repurchased by the company. At the expiration of the lifting of the restriction, the company shall 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 shall not be lifted, and the company shall repurchase them according to the lower of the grant price and the market price.
(VIII) performance assessment requirements of the incentive plan
1. Company level performance assessment requirements
1.1 the performance evaluation objectives of the rights and interests granted under the plan are as follows:
Performance evaluation conditions for lifting the sales restriction period
The cash return rate of total assets in the previous financial year on the date of lifting the sales restriction shall not be less than 7.7%, and shall not be lower than the 75th percentile value of the benchmarking enterprise; The labor productivity of the main iron and steel industry in the previous financial year on the date of lifting the sales restriction shall not be less than the first ton / person year of 1060; The net profit growth rate of the previous financial year on the date of lifting the restrictions on sales (compared with the benchmark year) is not low, the lifting period is 21%, and is not lower than the 75th percentile of the benchmark enterprise; Complete the annual EVA assessment objectives set by the board of directors of the company in the previous financial year on the date of lifting the sales restriction; The proportion of unique leading products in the previous financial year on the date of lifting the sales restriction shall not be less than 30%.
The cash return rate of total assets in the previous financial year on the date of lifting the sales restriction shall not be less than 8%, and shall not be less than the 75th percentile value of the benchmarking enterprise; The labor productivity of the main iron and steel industry in the previous financial year on the date of lifting the sales restriction shall not be less than 1130 tons / second person year; The growth rate of net profit in the previous financial year (compared with the benchmark year) on the date of lifting the sales restriction shall not be less than 33%, and the lifting of the sales restriction period shall not be less than the 75th percentile value of the benchmarking enterprise; Complete the annual EVA assessment objectives set by the board of directors of the company in the previous financial year on the date of lifting the sales restriction; The proportion of unique leading products in the previous financial year on the date of lifting the sales restriction shall not be less than 30%.
The cash return rate of total assets in the previous financial year on the date of lifting the sales restriction shall not be less than 9%, and shall not be lower than the 75th percentile value of the benchmarking enterprise; The labor productivity of the main iron and steel industry in the last financial year on the date of lifting the sales restriction shall not be less than 1200 tons / third person year; The growth rate of net profit in the previous financial year (compared with the benchmark year) on the date of lifting the sales restriction shall not be less than 46%, and the lifting of the sales restriction period shall not be less than the 75th percentile value of the benchmarking enterprise; Complete the annual EVA assessment objectives set by the board of directors of the company in the previous financial year on the date of lifting the sales restriction; The proportion of unique leading products in the previous financial year on the date of lifting the sales restriction shall not be less than 30%.
Note: 1. The base year is the previous financial year of the year on which the draft incentive plan is published. The previous financial year on the above-mentioned release date refers to the first, second and third financial years after the publication date of the draft incentive plan respectively; 2. The above net profit refers to the net profit attributable to the shareholders of the listed company after deducting non recurring profits and losses; 3. Labor productivity of main iron and steel industry = annual steel output / number of on-the-job employees of main industry at the end of the year (tons / person year); 4. Cash return on total assets = annual EBITDA value / annual average total assets, EBITDA = total profit + financial expenses + depreciation and amortization accrued in the current period; 5. The industry refers to the “Shenwan iron and steel ordinary steel” industry, and the benchmarking enterprises are 8 listed iron and steel companies in the industry with total assets of more than 50 billion yuan in 2019; 6. Proportion of unique leading products = settlement volume of unique leading products / total settlement volume of products * 100%.
1.2 selection of benchmarking enterprises for granting and lifting sales restrictions
According to Shenwan industry classification standard, the company belongs to the “SW steel ordinary steel” industry, from which 8 A-share listed companies with total assets of more than 50 billion yuan in 2019 (excluding ” Angang Steel Company Limited(000898) “) are selected as benchmarking enterprises, as follows:
Securities code securities abbreviation securities code securities abbreviation
600022.SH Shandong Iron And Steel Company Ltd(600022) 000932. SZ Hunan Valin Steel Co.Ltd(000932)
000959.SZ
