Stock Code: Sinotrans Limited(601598) stock abbreviation: Sinotrans Limited(601598) No.: Lin 2022011
Sinotrans Limited(601598)
Announcement on the completion of the grant registration of the company’s stock option incentive plan (phase I)
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:
Stock option grant date: January 25, 2022
Number of stock options granted: 739258 million
Number of stock options granted: 186
Completion date of stock option registration: March 1, 2022
In accordance with the measures for the administration of equity incentive of listed companies issued by China Securities Regulatory Commission, the relevant rules of Shanghai Stock Exchange and China Securities Depository and Clearing Co., Ltd. Shanghai Branch, and Sinotrans Limited(601598) stock option incentive plan (phase I) (Draft) (hereinafter referred to as “incentive plan (Draft)”, Sinotrans Limited(601598) (hereinafter referred to as ” Sinotrans Limited(601598) ” or “the company”) has completed the grant registration of the company’s stock option incentive plan (phase I) (hereinafter referred to as “the incentive plan”), and the relevant information is hereby announced as follows:
1、 Decision making procedures and information disclosure performed in this incentive plan
1. On November 29, 2021, the company successively held the sixth meeting of the third board of directors and the seventh meeting of the board of supervisors in 2021, deliberated and adopted the proposal on the company’s stock option incentive plan (Draft) and its summary. The independent directors of the company expressed independent opinions on matters related to the incentive plan, and the board of supervisors issued verification opinions, Beijing Deheng Law firm issued relevant legal opinions.
2. On December 30, 2021, the company opened the website of Shanghai Stock Exchange（ http://www.sse.com.cn. ）The announcement on public solicitation of entrusted voting rights by independent directors (Announcement No.: Lin 2021055) was disclosed. According to the entrustment of other independent directors of the company, Ms. Li Qian, the independent director, as the soliciter, solicited entrusted voting rights from all shareholders of the company on the proposal of the first extraordinary general meeting of shareholders in 2022. As of the end of the solicitation time, there are no shares
3. The company publicizes the names of the incentive objects through the website from July 1 to February 16, 2027. At the expiration of the publicity period, the company has not received any objection against the incentive objects of the incentive plan. The board of supervisors of the company issued relevant verification opinions on January 18, 2022.
4. On January 21, 2022, the company received the reply of the state owned assets supervision and Administration Commission of the State Council on Sinotrans Limited(601598) implementing the stock option incentive plan (gzkaofen [2022] No. 31) forwarded by the actual controller China Merchants Group Co., Ltd., and agreed in principle to the company’s implementation of the incentive plan.
5. The company has taken sufficient and necessary confidentiality measures for the incentive plan, registered the insiders of the incentive plan, and conducted self-examination on the trading of the company’s shares by the insiders within 6 months before the announcement of the incentive plan, There is no case of using insider information for stock trading or disclosing the insider information related to the incentive plan.
6. On January 24, 2022, the company held the first extraordinary general meeting of shareholders in 2022, deliberated and passed the proposal on the company’s stock option incentive plan (Draft) and its summary, the proposal on the implementation and assessment measures of the company’s stock option incentive plan, and the proposal on Authorizing the board of directors to handle matters related to the company’s stock option incentive plan, Authorize the board of directors to determine the grant date of the incentive plan, grant stock options to the incentive objects and handle relevant matters when the incentive objects meet the conditions.
7. On January 25, 2022, the company successively held the eighth meeting of the third board of directors and the first meeting of the board of supervisors in 2022, deliberated and approved the proposal on granting stock options to the incentive objects of the company’s stock option incentive plan (phase I), and agreed to grant 739258 million stock options to 186 incentive objects on January 25, 2022. The independent directors of the company expressed independent opinions on the grant, the board of supervisors of the company issued verification opinions on the list of incentive objects on the grant date, and Beijing Jiayuan law firm issued relevant legal opinions.
For details of the above matters, please refer to the website of Shanghai Stock Exchange on November 30, 2021, December 30, 2021, January 19, 2022, January 22, 2022, January 25, 2022 and January 26, 2022（ http://www.sse.com.cn. ）Relevant announcements published.
2、 Details of the award of this incentive plan
1. Grant date: January 25, 2022
2. Number and quantity of grants: 739258 million stock options were granted to 186 incentive objects
3. Exercise / grant price: 4.29 yuan / share
4. Stock source: Sinotrans Limited(601598) a ordinary shares repurchased by the company.
5. The exercise validity period, lock-in period and exercise arrangement of stock options in this incentive plan:
(1) Exercise validity
The exercise period of the stock option granted by this incentive plan is 5 years, that is, the incentive object can exercise according to the exercise arrangement of the incentive plan (Draft) within 5 years from the date of grant. After 5 years from the date of grant, the stock option that has not been exercised will be invalidated.
(2) Lock in period
The lock-in period is 24 months from the date of stock option grant. During the lock-in period, the stock options granted by the incentive object according to the incentive plan (Draft) shall not be exercised.
(3) Exercise arrangement
The exercise of stock options can begin 24 months after the grant. The vesting date must be a trading day. Within the vesting date, if the exercise conditions specified in the incentive plan (Draft) are met, the stock options granted by the incentive object can be exercised by stages according to the following table:
Exercise period exercise time exercise proportion
The first transaction after 24 months (the second anniversary) from the grant date
1 / 3 of the last trading day within 36 months from the date of the first exercise period to the date of grant
Day end
The first transaction after 36 months (the third anniversary) from the grant date
1 / 3 of the last trading day within 48 months from the date of the second exercise period to the date of grant
Day end
The first transaction after 48 months (the fourth anniversary) from the grant date
1 / 3 of the last trading day within 60 months from the date of the third exercise period to the date of grant
Day end
If the effective conditions of the current period are not met, the stock option shall not be exercised or deferred to the next period, and the listed company shall cancel the relevant options.
The part that fails to be exercised during the exercise period of each period shall not be exercised at a later time. After the expiration of the exercise validity of the current period, all stock options that have not been exercised shall be invalidated, and the company shall take back and cancel them uniformly.
The number of individual effective options of the incentive object shall be adjusted according to the individual performance appraisal results of the previous year. The actual number of effective options shall not exceed the total amount of rights and interests that should be effective in the current period.
At the same time, the stock options granted to the directors and senior managers of the company shall not be less than 20% of the total granted amount, which shall be reserved for exercise after the expiration of the term of office (or office) after the expiration of the restriction, or after the incentive object exercises the rights, it shall hold not less than 20% of the company’s shares, which can be sold after the expiration of the term of office (or office) after the expiration of the restriction.
6. List of incentive objects and Awards
Name position name the proportion of the number of shares granted in this grant to the total share capital (10000 shares)
Song Rong executive director and general manager 128.68 1.74% 0.017%
Director Liu Weiwu 64.34 0.87% 0.009%
Jiangjian director 64.34 0.87% 0.009%
Chen Xianmin, deputy general manager 96.28 1.30% 0.013%
Tian Lei, deputy general manager 83.58 1.13% 0.011%
Wang Jiuyun CFO 76.88 1.04% 0.010%
Li Shiji, Secretary of the board of directors 76.88 1.04% 0.010%
Gao Xiang chief digital officer 89.88 1.22% 0.012%
Total 680.86 9.21% 0.092%
Total number of other incentive objects (178 persons) 671172 90.79% 0.907%
Total (186 persons) 739258 100% 0.999%
Note: if there is a difference in the mantissa between the sum of the above total and each detailed number, the difference is caused by rounding.
3、 Explanation on the consistency between the stock option granted to the incentive object and the company’s previous deliberation by the board of directors
The list of incentive objects and the number of granted stock options registered this time are completely consistent with the announcement on granting stock options to incentive objects of the company’s stock option incentive plan (phase I) disclosed by the company on January 26, 2022.
4、 Completion of stock option grant registration
The incentive plan has been granted and registered in Shanghai Branch of China Securities Depository and Clearing Corporation Limited. The details are as follows:
1. Name of stock option: Sinotrans Limited(601598) option
2. Stock option code (three exercise periods): 100 Shenzhen Fountain Corporation(000005) 6, 100 Shenzhen Fountain Corporation(000005) 7, 100 Shenzhen Fountain Corporation(000005) 83. Completion date of stock option grant registration: March 1, 2022
4. Number of stock option grant registrations: 739258 million
5. Number of registrants of stock option Grant: 186
5、 The impact of the grant of stock options in this incentive plan on the company’s operating ability and financial status
According to the provisions of accounting standards for Business Enterprises No. 11 – share based payment, the cost of stock options granted under this incentive plan shall be included in relevant costs or expenses and capital reserve based on the best estimation of the number of options exercised during the effective restriction period of stock options and according to the fair value on the date of option grant. Therefore, the amortization of option cost will have a certain impact on the company’s operating performance. The board of directors determined that the grant date of this incentive plan is January 25, 2022.
Based on the fair market price, expected volatility and other parameters on the grant date, after preliminary calculation, the total value of 739258 million stock options to be granted under the incentive plan, that is, the total incentive cost to be borne by the company, is 92.045 million yuan. This cost is not the real cost of this grant of stock options. This cost will be amortized within 48 months from the date of grant, and the amortization amount of each period is shown in the table below:
Unit: RMB 10000
Year 20222023 20242025 2026 total
Amortized cost 3100.5 3323.8 1892.9 835.8 51.5 9204.5
The incentive cost generated by this incentive plan will be disbursed in recurring profits and losses. The above impact on the company’s financial situation and operating results is the calculation data, which will be subject to the annual audit report issued by the auditor.
It is hereby announced.
Sinotrans Limited(601598) board of directors March 2, 2002
