Securities code: 001205 securities abbreviation: Nanjing Shenghang Shipping Co.Ltd(001205) Nanjing Shenghang Shipping Co.Ltd(001205) 2021 restricted stock incentive plan (Draft) December 2012
statement
The company and all members of the board of directors and the board of supervisors guarantee that the incentive plan and its summary are true, accurate and complete without false records, misleading statements or major omissions.
hot tip
I The Nanjing Shenghang Shipping Co.Ltd(001205) 2021 restricted stock incentive plan (Draft) (hereinafter referred to as "the incentive plan") is implemented by Nanjing Shenghang Shipping Co.Ltd(001205) (hereinafter referred to as " Nanjing Shenghang Shipping Co.Ltd(001205) ", "the company" or "the company") in accordance with 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 And other relevant laws, regulations, normative documents, as well as the Nanjing Shenghang Shipping Co.Ltd(001205) articles of association and other relevant provisions.
2、 The incentive form adopted in this incentive plan is restricted stock. The stock source is the company's RMB A-share common stock issued by the company to the incentive object.
3、 The number of restricted shares to be granted to the incentive object in the incentive plan is 2 million shares, accounting for about 1.66% of the total share capital of the company on the announcement date of the draft incentive plan. Among them, 1.72 million restricted shares were granted for the first time, accounting for about 1.43% of the total share capital of the company on the announcement date of the draft incentive plan and 86.00% of the total number of restricted shares to be granted in the incentive plan; 280000 restricted shares are reserved for grant, accounting for about 0.23% of the total share capital of the company on the announcement date of the draft incentive plan and 14.00% of the total number of restricted shares to be granted in the incentive plan.
As of the announcement date of the draft incentive plan, the total number of subject shares involved in the equity incentive plan within the whole validity period of the company has not exceeded 10.00% of the total share capital of the company. The number of shares of the company granted by any incentive object in the incentive plan through the equity incentive plan within the whole validity period shall not exceed 1.00% of the total share capital of the company.
4、 There are 52 incentive objects granted for the first time in the incentive plan, It includes the directors, senior managers, middle managers and core business personnel of the company (including subsidiaries, the same below) when the company and its subsidiaries announce the incentive plan, excluding Nanjing Shenghang Shipping Co.Ltd(001205) independent directors, supervisors, shareholders or actual controllers holding more than 5% shares alone or in total, their spouses, parents and children.
Reserved incentive objects refer to the incentive objects that have not been determined when the incentive plan is approved by the general meeting of shareholders but are included in the incentive plan during the duration of the incentive plan, which shall be determined within 12 months after the incentive plan is considered and approved by the general meeting of shareholders. The criteria for determining the reserved incentive object shall be determined with reference to the criteria for the first award.
5、 The grant price of restricted shares granted to the incentive object for the first time in the incentive plan is 11.70 yuan / share. During the period from the date of announcement of the draft incentive plan to the completion of the restricted stock registration of the incentive object, if the company has matters such as conversion of capital reserve into share capital, distribution of stock dividends, dividend distribution, share subdivision or reduction, allotment and so on, the grant price and number of restricted stocks will be adjusted accordingly according to the incentive plan.
6、 The validity period of this incentive plan is from the date of granting restricted shares to the date when all restricted shares granted to the incentive object are lifted or repurchased and cancelled, and the longest period shall not exceed 54 months.
7、 The restricted shares granted for the first time in the incentive plan shall be lifted in two phases after 18 months from the listing date, and the proportion of lifting the restrictions shall be 50% and 50% respectively; After 18 months from the listing date of the reserved and granted restricted shares, the sales restrictions of the reserved restricted shares shall be lifted in two phases, and the proportion of lifting the restrictions in each phase shall be 50% and 50% respectively.
The arrangements for the release of restricted shares and the performance assessment objectives at the company level are shown in the table below:
Performance assessment objectives during the lifting of sales restrictions
The company's sales restriction lifting coefficient is 100%, and the company's sales restriction lifting coefficient is 85%
The first lifting is based on the net profit in 2020. In 2021 and 2020, the cumulative net profit growth rate in 2021 and 2022 is not less than 70% and 59.5% respectively
The second lifting limit is based on the net profit in 2020. The net profit in 2023 is based on the net profit in 2020. The profit growth rate in the sales period in 2023 is not less than 100% and the net profit growth rate is not less than 85%
Note: the above "net profit" refers to the audited net profit attributable to the shareholders of the listed company, and the value excluding the impact of share based payment expenses of this and other incentive plans is used as the calculation basis.
8、 The company does not have the following circumstances under which equity incentive shall not be implemented as stipulated in the administrative measures for equity incentive of listed companies:
(i) An audit report with a negative opinion or unable to express an opinion on the financial and accounting report of the latest fiscal year issued by a certified public accountant;
（2） The internal control of the financial 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;
（3） Failure to distribute profits in accordance with laws and regulations, the 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.
9、 The incentive objects of this incentive plan do not have the following circumstances that may not be incentive objects as stipulated in the administrative measures for equity incentive of listed companies:
(i) Being identified as inappropriate by the stock exchange within the last 12 months;
（2） It has been identified as an inappropriate candidate 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 and senior managers of the company as stipulated in the company law; (5) those who are not allowed to participate in equity incentive of listed companies as stipulated by laws and regulations;
（6） Other circumstances recognized by the CSRC.
10、 Nanjing Shenghang Shipping Co.Ltd(001205) commitment: the company will not provide loans and other forms of financial assistance for any incentive object to obtain relevant rights and interests under the incentive plan, including providing guarantee for its loans.
11、 Nanjing Shenghang Shipping Co.Ltd(001205) commitment: there are no false records, misleading statements or major omissions in the information disclosure documents related to the incentive plan.
12、 The incentive object of the incentive plan promises that if the company does not comply with the arrangement for granting rights and interests or exercising rights and interests due to false records, misleading statements or major omissions in the information disclosure documents, the incentive object shall, after the relevant information disclosure documents are confirmed to have false records, misleading statements or major omissions, Return all benefits obtained from this incentive plan to the company.
13、 The incentive plan can be implemented only after it is reviewed and approved by the special resolution of the general meeting of shareholders of the company.
14、 After the incentive plan is deliberated and approved by the general meeting of shareholders of the company, The company will convene the board of directors to grant rights and interests to the incentive objects within 60 days (if there are conditions for granting rights and interests, it shall start from the achievement of the conditions) 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, it shall timely disclose the reasons for the failure and announce the termination of the implementation of the incentive plan. According to According to the measures for the administration of equity incentive of listed companies and the guidelines for business handling of listed companies of Shenzhen Stock Exchange No. 9 - equity incentive, the period during which rights and interests shall not be granted shall not be counted within 60 days.
15、 The implementation of the incentive plan will not result in the company's equity distribution not meeting the listing conditions.
catalogue
Declare that 2 special tips 2 catalog Chapter 1 interpretation Chapter II purpose of this incentive plan 8 Chapter III Management Organization of this incentive plan Chapter IV determination basis and scope of incentive objects Chapter V Rights and interests to be granted under the incentive plan Chapter VI list of incentive objects and distribution of rights and interests to be granted Chapter VII validity period, grant date, sales restriction period, release of sales restriction arrangement and lock up period Chapter VIII grant price and determination method of restricted shares Chapter IX conditions for granting and releasing restricted shares Chapter X adjustment methods and procedures of the incentive plan Chapter XI accounting treatment of restricted stocks Chapter XII implementation, grant, release, change and termination procedures of the incentive plan 26 Chapter XIII other rights and obligations of the company / incentive object Chapter XIV handling of the incentive plan in case of changes in the company / incentive object Chapter XV repurchase and cancellation of restricted shares 36 Chapter 16 Supplementary Provisions thirty-nine
Chapter I interpretation
Unless otherwise specified, the following words shall have the following meanings in this document:
Nanjing Shenghang Shipping Co.Ltd(001205) . The company and the company refer to Nanjing Shenghang Shipping Co.Ltd(001205)
Restricted stock incentive plan and this incentive plan refer to Nanjing Shenghang Shipping Co.Ltd(001205) 2021 restricted stock incentive plan and this plan
Restricted shares refer to the shares of the company whose transfer and other rights are restricted by the incentive object in accordance with the conditions specified in the incentive plan
Incentive objects refer to the directors, senior managers, middle managers and core business personnel of the company (including subsidiaries) who obtain restricted shares in accordance with the provisions of the incentive plan
The grant date refers to the date on which the company grants restricted shares to the incentive object, and the grant date must be the trading day
The grant price refers to the price determined by the company when granting restricted shares to the incentive object and the incentive object obtains the shares of the company
If the conditions for the incentive object to exercise its rights and interests set in the incentive plan have not been met, the restricted sale period refers to the period during which the restricted shares cannot be transferred, used for guarantee or debt repayment, which shall be calculated from the date when the restricted shares granted to the incentive object are registered
The release period refers to the period during which the restricted shares held by the incentive object are released and can be listed and circulated after the release conditions specified in the incentive plan are met
The conditions for lifting the restriction on sales refer to the conditions that must be met for the restricted shares obtained by the incentive object to be lifted according to the incentive plan
The term of validity refers to the period from the date of grant of restricted shares to the date when all restricted shares are lifted or the repurchase and cancellation are completed
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shenzhen Stock Exchange
Registration and Clearing Company refers to Shenzhen Branch of China Securities Depository and Clearing Co., Ltd
Company law means the company law of the people's Republic of China
Securities Law means the securities law of the people's Republic of China
The Administrative Measures refer to the administrative measures for equity incentive of listed companies
Articles of association means the Nanjing Shenghang Shipping Co.Ltd(001205) articles of association
Management measures for company assessment management measures for the implementation of Nanjing Shenghang Shipping Co.Ltd(001205) 2021 restricted stock incentive plan
Yuan / 10000 yuan refers to RMB yuan / 10000 yuan, the legal currency unit of the people's Republic of China
Chapter II purpose of the incentive plan
In order to further establish and improve the company's long-term incentive mechanism, attract and retain excellent talents, fully mobilize the enthusiasm of the company's directors, senior managers, middle managers and core business personnel, effectively combine the interests of shareholders, the company and the personal interests of the core team, and make all parties pay common attention to the long-term development of the company, On the premise of fully protecting the interests of shareholders, this incentive plan is formulated in accordance with the principle of equal income and contribution, relevant laws, regulations and normative documents such as the company law, the securities law and the management measures, as well as the provisions of the articles of association.
Chapter III Management Organization of the incentive plan
1、 As the highest authority of the company, the general meeting of shareholders is responsible for reviewing and approving the implementation, change and termination of the incentive plan. The general meeting of shareholders may, within the scope of its authority
