Securities abbreviation: Jiangxi Wannianqing Cement Co.Ltd(000789) securities code: 000789 Jiangxi Wannianqing Cement Co.Ltd(000789)
2022 stock option incentive plan
(Revised Draft)
February, 2002
Statement
The company and all directors and supervisors 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 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 (Order No. 148 of the China Securities Regulatory Commission), the Trial Measures for the implementation of equity incentive by state-controlled listed companies (domestic) (Guo Zi FA FA FA FA FA Fa [2006] No. 175) The notice on issues related to regulating the implementation of equity incentive system by state-owned holding listed companies (Guo Zi FA FA FA FA FA Fa [2008] No. 171) and Jiangxi Wannianqing Cement Co.Ltd(000789) (hereinafter referred to as ” Jiangxi Wannianqing Cement Co.Ltd(000789) “, “the company” and “the company”) are formulated in accordance with the provisions of the articles of association and other relevant laws, regulations, rules and normative documents. 2. The company is not allowed to implement equity incentive as stipulated in Article 7 of the management measures:
(1) The financial and accounting report of the most recent fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant;
(2) The internal control of the financial report of the most recent fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant;
(3) Failure to distribute profits in accordance with laws and regulations, the articles of association and public commitments within the last 36 months after listing;
(4) Equity incentive is not allowed according to laws and regulations;
(5) Other circumstances recognized by the CSRC.
3. The incentive object does not have the situation that it is not allowed to be an incentive object as stipulated in Article 8 of the administrative measures: (1) it has been identified as an inappropriate candidate by the stock exchange in the last 12 months;
(2) In the last 12 months, it has been identified as an inappropriate candidate by the CSRC and its dispatched offices;
(3) 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;
(4) Those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law;
(5) Those who are not allowed to participate in the equity incentive of listed companies according to laws and regulations;
(6) Other circumstances recognized by the CSRC.
4. The subject stock involved in this incentive plan is RMB A-share common stock, and each stock option has the right to purchase one share of the company’s stock at the exercise price within the validity period. The stock source of this plan is the company’s A-share common stock issued to the incentive object.
5. The incentive plan plans to grant a total of 7.94 million stock options to the incentive objects, involving RMB A-share common shares, accounting for about 0.996% of the total 797402348 shares of the company’s share capital at the time of announcement of the draft incentive plan.
The total number of underlying shares involved in all equity incentive plans of the company within the validity period does not exceed 1% of the total share capital of the company. The cumulative number of shares granted to any incentive object in this incentive plan through all equity incentive plans within the validity period does not exceed 1% of the total share capital of the company.
6. The exercise price of stock options granted under the incentive plan is 12.17 yuan / share.
During the period from the date of announcement of the incentive plan to the completion of the exercise of stock options by the incentive object, if the company has matters such as conversion of capital reserve into share capital, distribution of stock dividends, stock subdivision or reduction, allotment and dividend distribution, the exercise price of stock options will be adjusted accordingly.
7. The total number of incentive objects of this incentive plan is 247, including senior managers and key personnel of the company. It does not include supervisors, external directors held by persons other than the controlling shareholders of the company, shareholders or actual controllers who individually or jointly hold more than 5% of the shares of the company and their spouses, parents and children.
8. Exercise arrangement: the validity period of this incentive plan is from the date of grant of stock options to the date of completion of exercise or cancellation of all stock options, with a maximum of 60 months.
The exercise period of stock options granted under the incentive plan and the exercise schedule of each period are shown in the table below:
The number of exercisable rights accounted for
Proportion of authorized benefits
The first trading day after 24 months from the date of stock option grant
33% from the first exercise period to the last one within 36 months from the date of stock option grant
End of trading day
36 months after the first trading day of stock option
33% from the second exercise period to the last payment within 48 months from the date of stock option grant
End of trading day
The first trading day after 48 months from the date of stock option grant
34% from the third exercise period to the last delivery within 60 months from the date of stock option grant
End of trading day
9. The exercise assessment year of the stock options granted by the incentive plan is three fiscal years from 2023 to 2025, one assessment in each fiscal year, and the performance assessment objectives of each year are shown in the table below:
Performance assessment objectives during the exercise period
(1) Based on the operating income in 2021, the growth rate of operating income in 2023 is not low
At 20%;
The first exercise period (2) the return on net assets in 2023 shall not be lower than the 75th percentile level of the same industry;
(3) The proportion of cash dividends in 2023 shall not be lower than that of Listed Companies in the consolidated statements of the year
30% of the net profit of shareholders.
(1) Based on the operating income in 2021, the growth rate of operating income in 2024 is not low
At 32%;
The second exercise period (2) the return on net assets in 2024 shall not be lower than the 75th percentile level of the same industry;
(3) The proportion of cash dividends in 2024 shall not be lower than that of Listed Companies in the consolidated statements of the year
30% of the net profit of shareholders.
(1) Based on the operating income in 2021, the growth rate of operating income in 2025 is not low
At 45%;
The third exercise period (2) the return on net assets in 2025 is among the top three in the same industry;
(3) The proportion of cash dividends in 2025 shall not be lower than that of Listed Companies in the consolidated statements of the current year
30% of the net profit of shareholders.
Note: ① the above “operating income” includes main business income and other business income, and the amount is subject to the operating income in the consolidated income statement of the audited annual report.
② The above “return on net assets” refers to the weighted average return on net assets without calculating share based payment expenses.
③ According to the industry classification results of Shenyin Wanguo, all A-share listed companies under the category of “cement” under the category of “building materials” in the same industry are selected. If there is a significant change in the business structure of the same industry sample or a sample extreme value with excessive deviation in performance, Jiangxi Wannianqing Cement Co.Ltd(000789) the board of directors will eliminate or replace the sample during the assessment.
If the company fails to meet the above performance assessment objectives, the stock options of all incentive objects corresponding to the exercisable rights in the assessment year shall not be exercised and shall be cancelled by the company.
10. All incentive objects of the company promise that if they do 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 objects shall return all the benefits obtained from the plan to the company after the relevant information disclosure documents are confirmed to have false records, misleading statements or major omissions.
11. The company promises not to provide loans, loan guarantees and other forms of financial assistance for the incentive object to obtain relevant stock options according to the incentive plan.
12. The incentive plan can be implemented only after it is reviewed and approved by Jiangxi state owned assets supervision and Administration Commission and approved by the general meeting of shareholders of the company. When voting on the incentive plan at the general meeting of shareholders of the company, online voting shall be provided at the same time as on-site voting. Independent directors will solicit entrusted voting rights from all shareholders for the deliberation of the incentive plan at the general meeting of shareholders.
13. Within 60 days from the date when the general meeting of shareholders of the company deliberates and approves the incentive plan and the granting conditions are met, the company will convene the board of directors to grant the incentive object in accordance with relevant regulations, and complete the registration, announcement and other relevant procedures. If the company fails to complete the above work within 60 days, the implementation of the incentive plan shall be terminated, and the stock options not granted shall become invalid.
14. The implementation of this incentive plan will not result in the equity distribution not meeting the listing conditions.
catalogue
Chapter I interpretation Chapter II purpose of implementing this incentive plan Chapter III Management Organization of this incentive plan Chapter IV determination basis and scope of incentive objects Chapter V source, quantity and distribution of underlying stocks involved in this incentive plan 12 Chapter VI timing of this incentive plan Chapter VII exercise price of stock option and its determination method Chapter VIII conditions for granting and exercising stock options Chapter IX adjustment methods and procedures of stock options Chapter 10 accounting treatment of stock options Chapter XI implementation procedures of this incentive plan Chapter 12 respective rights and obligations of the company and incentive objects Chapter 13 handling of changes in the company and incentive objects 29 chapter XIV Supplementary Provisions thirty-two
Chapter I interpretation
Unless otherwise specified, the following words have the following meanings in this article:
Jiangxi Wannianqing Cement Co.Ltd(000789) . The company and the company refer to Jiangxi Wannianqing Cement Co.Ltd(000789)
Stock option incentive plan refers to Jiangxi Wannianqing Cement Co.Ltd(000789) 2022 stock option incentive plan
This incentive plan, 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
Incentive objects refer to the senior managers and key personnel of the company who obtain stock options in accordance with the provisions of the incentive plan
Grant date refers to the date on which the company grants stock options to incentive objects, and the grant date must be the trading day
Validity period the validity period of this incentive plan is from the date of grant of stock options to the date of completion of exercise or cancellation of all stock options
Waiting period refers to the period between the date of grant of stock option and the date of exercise of stock option
According to the stock option incentive plan, the exercise right of the incentive object to exercise its own stock options refers to the exercise right in this incentive plan, which is the behavior of the incentive object to purchase the subject 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
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shenzhen Stock Exchange
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 Trial Measures refer to the Trial Measures for the implementation of equity incentive by state-controlled listed companies (domestic)
The Administrative Measures refer to the administrative measures for equity incentive of listed companies
Articles of association means the Jiangxi Wannianqing Cement Co.Ltd(000789) articles of association
Yuan means RMB yuan
Note: ① the financial data and financial indicators quoted in the revised draft of this draft, unless otherwise stated
