Securities code: 600536 securities abbreviation: China National Software And Service Company Limited(600536) Announcement No.: 2022-006 China National Software And Service Company Limited(600536)
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
1、 Approval procedures for incentive plans
On November 21, 2021, the 33rd meeting of the 7th board of directors and the 8th meeting of the 7th board of supervisors respectively deliberated and adopted the proposal on the company's restricted stock incentive plan in 2021 (Draft) and its summary) and other relevant proposals.
On February 17, 2022, the company disclosed that the actual controller, China Electronic Information Industry Group Co., Ltd., had received the reply on China National Software And Service Company Limited(600536) implementing the 2021 restricted stock incentive plan (Guo Zi kaofen [2021] No. 10) from the state owned assets supervision and Administration Commission of the State Council. The state owned assets supervision and Administration Commission of the State Council agreed in principle to implement the 2021 restricted stock incentive plan.
In order to better achieve the incentive purpose, according to the actual situation and needs of the company, the remuneration and assessment committee of the board of directors revised some contents of the stock option incentive plan, and formed the China National Software And Service Company Limited(600536) 2021 restricted stock incentive plan (Revised Draft) and abstract. On February 22, 2022, the 37th meeting of the seventh board of directors and the 9th meeting of the seventh board of supervisors respectively deliberated and adopted the proposal on Amending the measures for the administration of 2021 restricted stock incentive plan and other relevant proposals. The independent directors of the company expressed their independent opinions on relevant matters, and the board of supervisors of the company expressed their opinions on whether the revised incentive plan (Revised Draft) is conducive to the sustainable development of the company and whether there is any situation damaging the interests of the company and all shareholders.
2、 Main revision contents of incentive plan
(I) special note "7" and Chapter VI "1"
Original: "the validity period of this incentive plan shall be no more than 60 months from the date when the registration of the first restricted stock grant is completed to the date when all the restricted stocks granted to the incentive object are lifted or repurchased."
It is revised as: "the validity period of this incentive plan shall not exceed 72 months from the date of the first grant of restricted shares to the date when all the restricted shares granted to the incentive object are lifted or repurchased."
(II) Chapter IV "II"
Original: "1. The number of incentive objects to be granted in this incentive plan for the first time shall not exceed 600, including: (1) directors and senior managers;
(2) Middle managers;
(3) Core technology (business) backbone;
(4) Other personnel deemed by the board of directors to have made special contributions to the company.
The company plans to grant part of the reserved restricted shares to the newly appointed executives, newly introduced high-end technology R & D talents and capital operation professionals of the company in the future. "
Revised as: "1. The number of incentive objects to be granted for the first time in this incentive plan shall not exceed 600, including:
(1) Directors and senior managers;
(2) Middle managers;
(3) Key personnel;
(4) Other personnel deemed by the board of directors to have made special contributions to the company.
The company plans to grant part of the reserved restricted shares to the new directors, senior managers, middle-level managers, core backbone personnel and other personnel who the board of directors deems have special contributions to the company. "
(III) Chapter V "three"
Original:
Sequence name position granted quota granted quota in total granted quota in total
Percentage of No. (10000 shares) share capital
1 Fu Xingbin Executive Senior Deputy General Manager and director 5.10 0.3439% 0.0103%
2 he Wenzhe, CFO 5.10 0.3439% 0.0103%
Senior Secretary of the board of directors and deputy general manager Chen 0100.39%
4 Du Qian Senior Deputy General Manager 5.10 0.3439% 0.0103%
5 Han Guang Senior Deputy General Manager 5.10 0.3439% 0.0103%
6 Yang Chunping Senior Deputy General Manager 5.10 0.3439% 0.0103%
7 Wu Jing Senior Deputy General Manager 5.10 0.3439% 0.0103%
Other core employees (no more than 593) 1299.30 87.6129% 2.6272%
Reserved granted equity 148 9.9798% 0.2993%
Total 1483 100.00% 2.9986%
Amend to read:
Name and position granted amount
Sequence (10000 copies) granted amount as a percentage of total granted amount as a percentage of total number of shares
1 Fu Xingbin, general manager and director 5.10 0.3439% 0.0103%
2 he Wenzhe, CFO 5.10 0.3439% 0.0103%
3 Chen Fuxing, senior deputy general manager and Secretary of the board of directors 5.10 0.3439% 0.0103%
4 Du Qian Senior Deputy General Manager 5.10 0.3439% 0.0103%
5 Han Guang Senior Deputy General Manager 5.10 0.3439% 0.0103%
6 Yang Chunping Senior Deputy General Manager 5.10 0.3439% 0.0103%
7 Wu Jing Senior Deputy General Manager 5.10 0.3439% 0.0103%
Other core employees (no more than 593) 1299.30 87.6129% 2.6272%
Reserved granted equity 148 9.9798% 0.2993%
Total 1483 100.00% 2.9986%
(IV) Chapter VI "II"
Add: "before each grant of rights and interests, the company shall convene the board of directors to review whether the conditions set by the incentive object on the grant plan for the incentive object to be granted restricted shares are met, and the independent directors and the board of supervisors of the company shall express clear opinions; the law firm shall issue legal opinions on whether the conditions for the incentive object to be granted restricted shares are met.
”
(V) Chapter VI "three"
Original: "the restricted stock granted by this incentive plan shall be restricted for 24 months, 36 months and 48 months respectively from the date when the registration of the corresponding part of the restricted stock is completed. The restricted stock granted by the incentive object according to this incentive plan shall not be transferred, used for guarantee or repayment of debts during the restricted stock period."
It is revised as: "the sales restriction period of restricted shares granted under this incentive plan is 24 months, 36 months and 48 months respectively from the date of grant. The restricted shares granted by the incentive object under this incentive plan shall not be transferred, used for guarantee or debt repayment during the sales restriction period."
(VI) Chapter VI "four"
Original:
Proportion of time for lifting the restriction period
33.33% from the first trading day 24 months after the first grant date to the first grant date
Ending on the last trading day within 36 months from the lifting of the sales restriction period
33.33% from the first trading day 36 months after the first grant date to the first grant date
Ending on the last trading day within 48 months from the lifting of the sales restriction period
For the first time and the third reserved period, 33.34% from the first trading day 48 months after the first grant date to the first grant date
Ending on the last trading day within 60 months from the lifting of the sales restriction period
Amend to read:
Proportion of time for lifting the restriction period
33.33% from the first trading day after 24 months from the grant date to 36 months from the grant date
Ending on the last trading day within the period of lifting the restriction
33.33% of the first and reserved second trading days from the first trading day after 36 months from the grant date to 48 months from the grant date
Ending on the last trading day within the period of lifting the restriction
For the first time and the third reserved period, 33.34% from the first trading day after 48 months from the grant date to 60 months from the grant date
Ending on the last trading day within the period of lifting the restriction
(VII) Chapter VI "Five"
Original: "2. When the restriction on the sale of restricted shares in this incentive plan is lifted, the incentive object who holds the senior management position and director of the company will be banned from selling 20% of the total amount of restricted shares until the expiration of his / her term of office (or term of office), and whether to lift the restriction will be determined according to the term assessment or economic responsibility audit results of his / her senior management position."
It is revised as: "2. When the restriction on the sale of restricted shares in this incentive plan is lifted, 20% of the total amount of restricted shares granted to incentive objects who are senior managers and directors of the company shall be banned until the expiration of their term of office (or term of office), and whether to lift the restriction shall be determined according to their term of office assessment or economic responsibility audit results.
Whether the incentive object belongs to directors and senior managers shall be determined according to the position of the incentive object in the year when the restricted shares are granted in the incentive plan; The term assessment or economic responsibility audit of such incentive objects refers to the term assessment or economic audit of the term of Office granted by this incentive plan in the current year. "
It is hereby announced.
China National Software And Service Company Limited(600536) board of directors February 23, 2021
