Securities code: Chongqing Qin’An M&E Plc(603758) securities abbreviation: Chongqing Qin’An M&E Plc(603758) Announcement No.: 2022006 Chongqing Qin’An M&E Plc(603758)
Summary of 2022 stock option incentive plan (Draft)
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 method: Stock Option
Source of shares: shares of the Company repurchased by the company according to law
Total equity of equity incentive and total number of underlying shares involved: the total number of stock options to be granted to incentive objects in this incentive plan is 8490274, and the underlying shares involved are RMB A-share common shares, accounting for about 1.93% of the total share capital of the company at the time of announcement of this incentive plan.
1、 Basic information of the company
1. Listing time: listed on the main board of Shanghai Stock Exchange on May 17, 2017
2. Registered address: room 211, party masses Service Center, Xipeng Park, building 1, No. 8, sendi Avenue, Xipeng Town, Jiulongpo District, Chongqing
3. Main business: auto parts (including cylinder head, cylinder block, crankshaft, gearbox, etc.)
4. Performance in recent three years
Unit: Yuan
Main financial indicators 20202019 2018
Total assets 296664853018264900806577249639215311
Net assets 263705623569246325357906233765014805
Net profit attributable to listed company shares 3248251355311797222319 – 6365011874 East
Net profit before and after deducting non recurring profit and loss 6995469839 -11470054850 -6911362720
Earnings per share 0.74 0.27 -0.15
Net assets per share 6.01 5.61 5.33
Weighted average net asset income 12.50 4.92 -2.66 profit rate
5. Composition of board of directors, board of supervisors and senior management
Name Title Gender age term start date term end date
Chairman and general manager of Yuanming Tang male 65 August 28, 2020 August 27, 2023
Tang Zichang, director and deputy general manager, male 59, August 28, 2020, August 27, 2023
Luo Xiaochuan, director and deputy general manager, female 46, August 28, 2020, August 27, 2023
Liu Hongqing, director, male 43, August 28, 2020, August 27, 2023
Sun Deshan, director, male 59, 2021-7-19, 2023-8-27
Yu Yang, director, chief financial officer and director, male 43, 2021-4-26, 2023-8-27
Board Secretary
Meng fanchen, independent director, male 59, August 28, 2020, August 27, 2023
Sun Shaoli, independent director, male 67, August 28, 2020, August 27, 2023
Zhang Yongji, independent director, male 40, August 28, 2020, August 27, 2023
Liu Jiaji, supervisor, male 61, August 28, 2020, August 27, 2023
Zhang Maoliang, supervisor, male 46, August 28, 2020, August 27, 2023
Jingshuang employee representative supervisor female 30 August 28, 2020 August 27, 2023
Yang Ying, deputy general manager, female 42, 2021-6-11, 2023-8-27
2、 Purpose of equity incentive plan
In order to further improve Chongqing Qin’An M&E Plc(603758) the corporate governance structure, promote the establishment and improvement of the incentive and restraint mechanism of the company, fully mobilize the enthusiasm, sense of responsibility and sense of mission of the core personnel of the company, effectively combine the interests of shareholders, the company and the personal interests of managers, jointly pay attention to the long-term development of the company and make joint efforts for it, according to the company law This incentive plan is formulated in accordance with the relevant laws, regulations and normative documents such as the securities law and the administrative measures, as well as the articles of association and other relevant provisions, and in combination with the company’s current management systems such as salary system and performance appraisal system.
The plan adheres to the following principles:
1. Adhere to legal norms, openness and transparency, and abide by laws and regulations and the provisions of the articles of Association;
2. Adhere to safeguarding the interests of shareholders and the company and promote the sustainable development of the company;
3. We should proceed from reality, start in a standardized way, step by step and constantly improve.
3、 Equity incentive method and source of underlying stock
1. The incentive mode of this incentive plan is stock option.
2. The stock source is the company’s shares repurchased by the company according to law.
4、 Number of rights and interests to be granted
The incentive plan plans to grant a total of 84902740 stock options to the incentive objects, involving RMB A-share common shares, accounting for about 1.93% of the total share capital of the company at the time of announcement of the incentive plan. Each stock option has the right to purchase one share of the company’s shares at the exercise price and exercise conditions on the exercise date when the exercise conditions are met.
The total amount of the company’s total equity involved in the incentive plan and the total amount of the company’s total equity of all the participants in the incentive plan during the effective period of the incentive plan does not exceed 10%.
5、 Scope of incentive objects and the number of rights and interests granted to them
(I) basis for determining incentive objects
1. Legal basis for determining incentive objects
The incentive objects of the plan are determined in accordance with the company law, securities law, administrative measures and other relevant laws, regulations, normative documents and the articles of association, and in combination with the actual situation of the company.
2. Job basis for determining incentive objects
The incentive objects of the incentive plan are the directors, senior managers, middle managers, core technology, business personnel and backbone personnel of the company and its subsidiaries who have obtained stock options in accordance with the provisions of the plan. Incentive objects do not include independent directors and supervisors 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.
3. Assessment basis for determining incentive objects
Incentive objects must pass the assessment of Chongqing Qin’An M&E Plc(603758) “management measures for the implementation and assessment of 2022 stock option incentive plan”.
(II) number of incentive objects
The total number of incentive objects involved in this plan is 118, accounting for 5.70% of the total number of employees of the company. They are directors, senior managers, middle-level managers, core technicians, business personnel and backbone personnel of the company and its subsidiaries. The incentive objects work in listed companies and have signed labor contracts and received remuneration with listed companies and subsidiaries.
(III) list of incentive objects and distribution of rights and interests to be granted
The proportion of stock options granted to the incentive object in the total amount granted and the proportion in the total amount of share capital on the date of announcement of the plan (10000 copies)
Tang Zizhang, director and Deputy General Manager 10 1.18% 0.02%
Luo Xiaochuan, director and Deputy General Manager 10 1.18% 0.02%
Yu Yang, director, chief financial officer and 100, 11.78% 0.23%
Secretary of the board of directors
Sun Deshan director 10 1.18% 0.02%
Liu Hongqing director 30 3.53% 0.07%
Yang Ying, deputy general manager 80 9.42% 0.18%
Middle management, core technology and business personnel 609027471.73% 1.39%
Staff and key personnel (112 persons)
Total 8490274100.00% 1.93%
Note: if there is any difference in the mantissa between the sum of some total numbers and each detailed number in the above table, it is caused by the rounding of the above percentage results.
(IV) the incentive object of this plan does not participate in the equity incentive plans of two or more listed companies at the same time. (V) the incentive object has no major shareholder or actual controller holding more than 5% of the company’s shares and their spouse and immediate family members.
(VI) during the implementation of the equity incentive plan, if the incentive object does not comply with the provisions of the measures for the administration of equity incentive of listed companies and the equity incentive plan, the stock options that have been approved to exercise but have not been exercised shall terminate the exercise, and other options that have been granted but have not been exercised shall be invalidated, which shall be recovered and uniformly cancelled by the company free of charge.
6、 Grant price, exercise price and determination method
(I) exercise price of stock options granted
The exercise price of the stock options granted by the incentive plan shall be determined according to the market price in accordance with the administrative measures. (II) method for determining the exercise price of stock options granted
The exercise price of the granted option is 8.00 yuan / share. According to the administrative measures, the exercise price of the options granted shall not be lower than the par value of the shares, and shall not be lower than the higher of the following prices:
(1) The average trading price of the company’s shares on the trading day before the publication of the draft stock option incentive plan is 7.97 yuan / share;
(2) The average trading price of the company’s shares 20 trading days before the publication of the draft stock option incentive plan is 8.00 yuan / share.
During the validity period of the stock option, the exercise price of the incentive plan will be adjusted according to the relevant provisions of the plan in case of dividend distribution, conversion of capital reserve into share capital, distribution of stock dividend, share splitting, share reduction, share allotment, additional issuance and other matters.
7、 Arrangement of waiting period and exercise period
(I) waiting period
The waiting period is the period from the stock option authorization date to the first vesting date of the stock option. The waiting period of the incentive plan is 12 months from the stock option authorization date of the plan.
(II) arrangement of exercise period
After a waiting period of 12 months from the authorization date, the stock options granted by the plan can be exercised by stages according to the specified exercise proportion on the vesting date.
The exercise period of the option granted by the incentive object is arranged as follows (except for those that cannot be exercised on that day according to the administrative measures and other relevant provisions):
Proportion of the number of exercisable rights in the number of granted rights and interests
After the conditions for granting the incentive plan are met on the authorization day, the board of directors shall be convened as required-
Grant of stock options to incentive objects
The waiting period shall end on the last trading day within 12 months from the authorization date-
