Securities code: 600536 securities abbreviation: China National Software And Service Company Limited(600536) Announcement No.: 2022-007 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.
Important content tips:
Equity incentive: restricted stock.
Source of shares: the company issues A-share common shares to the incentive objects.
The incentive plan intends to grant a total of 14.83 million restricted shares to the incentive objects, accounting for about 3.00% of the total share capital of the company at the time of announcement of the draft incentive plan.
1、 Basic information of the company
(I) Company Profile
Stock Code: 600536
Stock abbreviation China National Software And Service Company Limited(600536)
Shanghai stock exchange where the shares are listed
Listing date: May 17, 2002
Registered address: No. 18, Changsheng Road, Changping District, Beijing
Main business: independent software products, industrial solutions and service-oriented business
(II) composition of board of directors, board of supervisors and senior management
Serial number name title
1. Chairman Chen Ximing
2 director Zhao Guiwu
3. Director Sun Yingxin
4 Fu Xingbin, director and general manager
5 Cui Jin, independent director
6 Jing Jiwu independent director
7 Chen Shangyi, independent director
8 Liu Xin, chairman of the board of supervisors
9. Supervisor Tang Dalong
10. Shi Dianlin employee Supervisor
11 he Wenzhe, chief financial officer
12 Chen Fuxing, Secretary of the board of directors and Senior Deputy General Manager
13 Du Qian, Senior Deputy General Manager
14 Han Guang Senior Deputy General Manager
15 Yang Chunping, Senior Deputy General Manager
16 Wu Jing, Senior Deputy General Manager
(III) performance in 2018-2020
Main accounting data 2020 2019 2018
Operating income (10000 yuan) 740815.16 581959.22 461316.14
6823.04 6183.47 11767.06 attributable to shareholders of listed companies
Net profit (10000 yuan)
Deduction of non recurring losses attributable to shareholders of listed companies 4017.89 4809.81 4491.94
Net profit of profit (10000 yuan)
Attributable to shareholders of listed companies 231089.51 227281.52 221024.30
Net assets of (10000 yuan)
Total assets (10000 yuan) 869479.87 674372.21 571084.93
Main financial indicators 2020 2019 2018
Basic earnings per share (yuan / share) 0.14 0.13 0.24
Diluted earnings per share (yuan / share) 0.14 0.13 0.24
Basic earnings per share after deducting non recurring profits and losses 0.08 0.10 0.09
(yuan / share)
Weighted average return on net assets (%) 2.96 2.77 5.45
Weighted average net assets after deducting non recurring profits and losses 1.74 2.16 2.08
Yield (%)
Based on the net profit of 2016, the net profit increased by 8.63%, 6.15% and 0.99%
Long rate
Cash return on net assets 13.00%, 11.43%, 10.39%
EVA (10000 yuan) 101008 88876 73594
2、 Purpose of equity incentive plan
In order to further improve the corporate governance structure of the company, promote the company to establish and improve the incentive and restraint mechanism, fully mobilize the enthusiasm, sense of responsibility and sense of mission of the directors, senior managers, core managers, core technicians and core business personnel of the company and its wholly-owned or holding subsidiaries, and effectively integrate the interests of shareholders Combining the interests of the company with the personal interests of the managers, paying common attention to the long-term development of the company and making joint efforts for it. According to the company law of the people’s Republic of China, the securities law of the people’s Republic of China and the measures for the administration of equity incentive of listed companies (revised in 2018) (hereinafter referred to as the administrative measures) Trial Measures for the implementation of equity incentive by state-controlled listed companies (domestic) (Guo Zi FA Pai [2006] No. 175) (hereinafter referred to as the Trial Measures), notice on issues related to regulating the implementation of equity incentive system by state-controlled listed companies (Guo Zi FA PAI)
[2008] No. 171), notice of SASAC on further improving the equity incentive work of listed companies controlled by central enterprises (Guo Zi FA Kao Fen GUI [2019] No. 102), notice on printing and distributing the guidelines for the implementation of equity incentive work of listed companies controlled by central enterprises (Guo Zi Kao Fen [2020] No. 178) and other relevant laws The plan is formulated in accordance with the regulations and normative documents and in combination with the current management systems such as salary system and performance appraisal system of the company.
3、 Equity incentive method and source of underlying stock
The incentive plan intends to use restricted shares as incentive tools. The source of restricted shares to be granted is China National Software And Service Company Limited(600536) A-share common shares issued to the incentive object.
4、 Number of rights and interests to be granted
The incentive plan plans to grant a total of 14.83 million restricted shares to the incentive objects, accounting for about 3% of the company’s total share capital of 494562782 shares at the time of announcement of the draft incentive plan. Among them, 13.35 million shares were granted for the first time, accounting for about 90% of the total granted under the plan and about 2.70% of the total share capital of the company when the draft incentive plan was announced; 1.48 million shares are reserved, accounting for about 10% of the total granted under the plan and about 0.30% of the total share capital of the company when the draft incentive plan is announced. The total number of underlying shares involved in all equity incentive plans of the company within the validity period does not exceed 10% of the total share capital of the company. The cumulative number of restricted shares granted by any incentive object in the incentive plan through all equity incentive plans within the validity period shall not exceed 1% of the total share capital of the company.
5、 Scope of incentive objects and the number of rights and interests granted to them
(I) determination basis and scope of incentive object
1. Legal basis for determining incentive objects
The incentive objects of the plan are determined in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the administrative measures, the trial measures, the notice on issues related to regulating the implementation of equity incentive system by state-controlled listed companies and the relevant provisions of the articles of association, and in combination with the actual situation of the company.
2. Job basis for determining incentive objects
The incentive object must have employment or employment relationship with the company, wholly-owned or holding subsidiaries within the assessment period of the incentive plan. The incentive objects of the incentive plan include the company’s directors, senior managers, middle-level managers, core backbone personnel and other personnel who the board of Directors considers have special contributions to the company; It does not include independent directors, external directors and supervisors held by persons other than the controlling shareholders of the listed company, as well as shareholders or actual controllers who individually or jointly hold more than 5% of the shares of the company and their spouses, parents and children.
3. Scope of incentive objects
(1) The number of incentive objects to be granted in the incentive plan for the first time shall not exceed 600, accounting for 5.81% of the total number of 10321 employees of the company (as of December 31, 2020), including directors, senior managers, middle managers, core backbone personnel and other personnel deemed by the board of directors to have made special contributions to the company. The company plans to grant some reserved restricted shares to new directors, senior managers, middle-level managers, core backbone personnel and other personnel deemed by the board of directors to have special contributions to the company in the future. The incentive object of the reserved grant part shall be determined within 12 months after the incentive plan is considered and approved by the general meeting of shareholders. After the incentive object of the reserved grant part is proposed by the board of directors, the independent directors and the board of supervisors express clear opinions, lawyers express professional opinions and issue legal opinions, the company shall timely and accurately disclose the relevant information of the incentive object on the designated website as required. If the incentive object is not clearly identified for more than 12 months, the reserved rights and interests shall become invalid.
(2) The incentive objects involved in this incentive plan do not include independent directors, supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the shares of the company and their spouses, parents and children.
(3) Among the incentive objects, directors must be elected by the general meeting of shareholders, and senior managers must be appointed by the board of directors. The employee or subsidiary of the company must have an incentive relationship with the employee or branch.
(II) personnel not allowed to participate in the plan
The circumstances that cannot be the incentive object stipulated in Article 8 of the management measures:
(1) Being identified as an inappropriate candidate by the stock exchange within the last 12 months;
(2) Those who have been identified as inappropriate candidates by the CSRC and its dispatched offices within the last 12 months;
(3) Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations within 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) Not participating in the equity incentive of Listed Companies in accordance with laws, regulations and relevant provisions;
(6) Other circumstances recognized by the CSRC.
The following circumstances are stipulated in Article 35 of the trial measures:
(1) Violating the relevant laws and regulations of the state and the articles of association of listed companies;
(2) During his term of office, he caused losses to the listed company due to illegal and disciplinary acts such as taking bribes, asking for bribes, embezzlement and theft, divulging the operation and technical secrets of the listed company, carrying out related party transactions, damaging the interests and reputation of the listed company and having a significant negative impact on the image of the listed company.
(III) restriction of incentive objects
