Securities code: 000789 securities abbreviation: Jiangxi Wannianqing Cement Co.Ltd(000789) Announcement No.: 2022-20
Bond Code: 127017 bond abbreviation: Wanqing convertible bond
Jiangxi Wannianqing Cement Co.Ltd(000789)
Announcement on granting stock options to incentive objects
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.
Jiangxi Wannianqing Cement Co.Ltd(000789) (hereinafter referred to as "the company" or "the company"). All grant conditions specified in the 2022 stock option incentive plan (hereinafter referred to as "the incentive plan" or "the incentive plan") have been fulfilled, According to the proposal on granting stock options to incentive objects deliberated and adopted at the fourth extraordinary meeting of the ninth board of directors held on February 24, 2022, the board of directors of the company agreed to grant 7.94 million stock options to 247 eligible incentive objects on February 24, 2022. The relevant matters are hereby announced as follows:
1、 Brief description of the company's 2022 stock option incentive plan and relevant approval procedures performed
(I) brief description of the company's 2022 stock option incentive plan
The incentive plan and its summary proposal have been deliberated and adopted at the first extraordinary general meeting of shareholders in 2022 held on February 24, 2022. The main contents are as follows:
1. Incentive method: the incentive tool to be granted to the incentive object in the incentive plan is stock option.
2. Source of underlying stock: the source of the underlying stock to be granted to the incentive object in the incentive plan is the company's directional issuance of A-share common shares to the incentive object.
3. Incentive objects: the total number of incentive objects granted by this incentive plan is 247, including senior managers and key personnel of the company.
4. Grant price: the exercise price of the stock option granted this time is 12.17 yuan / share.
The exercise price of the stock option granted this time shall be determined according to the principle of fair market price. The exercise price shall not be lower than the par value of the stock, and shall not be lower than the higher of the following prices:
(1) The average trading price of the company's underlying stock (total stock trading volume of the previous trading day / total stock trading volume of the previous trading day) on the trading day before the announcement of the draft incentive plan is 12.16 yuan per share;
(2) The average trading price of the company's underlying stock (total stock trading volume in the first 60 trading days / total stock trading volume in the first 60 trading days) in the 60 trading days before the announcement of the draft incentive plan is 12.16 yuan per share.
5. Exercise schedule
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 granting date shall be determined by the board of directors of the company after the incentive plan is submitted to Jiangxi state owned assets supervision and Administration Commission for approval and submitted to the general meeting of shareholders of the company for deliberation and approval. 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 objects granted this time according to 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 will be terminated and the stock options not granted will become invalid.
The waiting periods of stock options granted under this incentive plan are 24 months, 36 months and 48 months respectively from the date of grant of stock options. The stock options granted to the incentive object under the incentive plan shall not be transferred, used for guarantee or debt repayment before exercise.
After the adoption of the incentive plan, the stock options granted can be exercised after 24 months from the date of grant. The exercisable date must be a trading day, but may not be exercised within the following periods:
(1) Within 30 days before the announcement of the company's annual report and semi annual report, if the announcement date of the periodic report is delayed due to special reasons, it shall be calculated from 30 days before the original scheduled announcement date to the day before the announcement;
(2) Ten days before the announcement of the company's quarterly report, performance forecast and performance express;
(3) From the date of major events that may have a great impact on the trading price of the company's shares and their derivatives or the date of entering the decision-making process;
(4) Other periods stipulated by the CSRC and Shenzhen Stock Exchange.
The above "major transactions", "major events" and "major events that may affect the stock price" are transactions or other major events that the company should disclose in accordance with the provisions of the stock listing rules of Shenzhen Stock Exchange.
The exercise period of stock options granted by the incentive plan and the exercise schedule of each period are shown in the table below:
Proportion of the number of exercisable rights in the number of granted rights and interests
From the first trading day after 24 months from the date of stock option grant to
33% on the last trading day within 36 months from the date of grant of stock option in the first exercise period
End of the day
The second exercise period is from the first trading day after 36 months from the date of stock option grant to 33%
The last trading day within 48 months from the date of grant of stock options
End of the day
From the first trading day after 48 months from the date of stock option grant to
34% on the last trading day within 60 months from the date of grant of stock options in the third exercise period
End of the day
During the above agreed period, the stock options that have not met the exercise conditions or the incentive object has not applied for exercise shall not be exercised or deferred to the next exercise, and the company shall cancel the corresponding stock options of the incentive object according to the principles specified in this incentive plan. After the end of each exercise period of the stock option, the current stock option of the incentive object that has not been exercised shall be terminated and the company will cancel it.
6. Lock up period
The sales restriction provisions of the incentive plan shall be implemented in accordance with the company law, securities law and other relevant laws, regulations, normative documents and the articles of association. The specific contents are as follows:
(1) If the incentive objects are directors and senior managers of the company, their shares transferred each year during their tenure shall not exceed 25% of the total shares of the company they hold. The company's shares held by him shall not be transferred within half a year after his resignation.
(2) If the incentive objects are directors and senior managers of the company, they will sell their shares of the company within 6 months after buying, or buy them again within 6 months after selling, and the income from this will belong to the company, and the board of directors of the company will recover their income.
(3) During the validity period of this incentive plan, if there are changes in the relevant laws, regulations, normative documents such as the company law, the securities law and the articles of association on the transfer of shares held by the company's directors and senior managers, the transfer of shares held by these incentive objects shall comply with the revised company law at the time of transfer The securities law and other relevant laws, regulations, normative documents and the articles of association.
(4) The stock options granted to directors and senior managers shall hold not less than 20% of the company's shares after the incentive object exercises the rights, and can be sold only after the expiration of the term of office (or post) after the expiration of the restriction and passing the examination.
7. Conditions for granting stock options
When the following grant conditions are met at the same time, the company shall grant stock options to the incentive object. On the contrary, if any of the following grant conditions are not met, stock options cannot be granted to the incentive object.
(1) The company is not under any of the following circumstances:
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 latest 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, 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.
(2) The incentive object does not have any of the following situations:
① Being identified as an inappropriate candidate by the stock exchange within 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.
8. Exercise conditions of stock options
The company and the incentive object must meet the following conditions at the same time before the incentive object can exercise the stock option granted: (1) the company does not have any of the following circumstances:
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 latest 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, 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.
(2) The incentive object does not have any of the following situations:
① Being identified as an inappropriate candidate by the stock exchange within 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.
In case of any of the circumstances specified in article (1) above, the stock options granted but not exercised by all incentive objects according to the incentive plan shall be cancelled by the company; If one of the circumstances specified in article (2) above occurs to an incentive object, the stock options granted but not exercised by the incentive object according to the incentive plan shall be cancelled by the company.
(3) Company level performance assessment requirements
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 shall not be lower than
20%；
In the first exercise period 2 and 2023, the return on net assets 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 ordinary dividends belonging to listed companies in the consolidated statements of the current year
30% of the net profit of shareholders.
1. Based on the operating income in 2021, the growth rate of operating income in 2024 shall not be lower than
32%；
The return on net assets in the second exercise period 2 and 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 ordinary shares of Listed Companies in the consolidated statements of the current year
30% of the net profit of shareholders.
1. Based on the operating income in 2021, the growth rate of operating income in 2025 shall not be lower than
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 ordinary shares 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.
(4) Individual level performance appraisal of incentive objects
According to the management measures for the implementation and assessment of 2022 stock option incentive plan formulated by the company, the incentive object can exercise the stock options of the current period in part or in full only if the performance assessment of the previous year meets the conditions. The specific exercise proportion is determined according to the individual performance assessment results of the incentive object.
Excellent evaluation results (a) good (b)
