Securities abbreviation: Aerosun Corporation(600501) securities code: 600501 Aerosun Corporation(600501)
Restricted stock incentive plan for 2021
(Draft)
December 2021
statement
The company and all directors and supervisors guarantee that there are no false records, misleading statements or major omissions in the plan and its summary, and bear individual and joint legal liabilities for its authenticity, accuracy and completeness.
hot tip
1. The plan is in accordance with the company law of the people’s Republic of China and the securities law of the people’s Republic of China Measures for the administration of equity incentive of listed companies (Order No. 148 of China Securities Regulatory Commission), Trial Measures for the implementation of equity incentive by state-controlled listed companies (within China) (Guo Zi FA FA FA FA FA Fa [2006] No. 175), notice on issues related to regulating the implementation of equity incentive system by state-controlled listed companies (Guo Zi FA FA FA FA FA FA Fa [2008] No. 171) The guidelines for the implementation of equity incentive by listed companies controlled by central enterprises (gzkp [2020] No. 178 document), the articles of association of Aerosun Corporation(600501) (hereinafter referred to as ” Aerosun Corporation(600501) ” or “the company” and the company “) and other relevant laws, regulations, rules and normative documents are formulated. 2. The company does not have the measures for the administration of equity incentive of listed companies Circumstances under which equity incentive shall not be implemented as stipulated in Article 7.
3. The incentive object of the plan does not have the situation that it is not allowed to become the incentive object as stipulated in Article 8 of the measures for the administration of equity incentive of listed companies.
4、 The number of restricted shares to be granted under the plan is 12.064 million (including 750000 reserved shares), accounting for 2.87% of the company’s total share capital of 421283600 shares at the time of announcement of the plan. Among them, 11314000 shares were granted for the first time, accounting for 2.69% of the company’s total existing share capital of 421283600 shares; 750000 shares were reserved, accounting for 0.18% of the company’s total existing share capital of 421283600 shares, and the reserved part accounted for 6.22% of the total equity granted this time.
The number of restricted shares granted to any incentive object in the plan shall not exceed 1% of the total share capital of the company at the time of announcement of the plan.
5. The source of restricted stock is the company’s A-share common stock issued by the company to the incentive object, and the grant price of restricted stock is 7.45 yuan / share.
6. During the period from the date of announcement of the 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, division or reduction of shares, allotment and dividend distribution, the grant price or number of restricted shares will be adjusted accordingly according to the plan.
7. There are no more than 228 incentive objects in the plan, including internal directors, senior managers, middle managers, core backbone employees and reserved incentive objects.
8. The validity period of the incentive plan shall be no more than 72 months from the date of completion of the registration of the grant of restricted shares to the date when all the restricted shares granted to the incentive object are lifted or repurchased.
9. The validity period of restricted shares includes a 24 month restricted period and a 36 month restricted period after the grant. During the restricted sale period, the restricted shares granted to the incentive object under the plan shall be locked and shall not be transferred in any form, used for guarantee or debt repayment. If the conditions for lifting the restrictions on the sale of restricted shares are met, the restricted shares granted to the incentive object will be lifted in three batches in the next 36 months, and the proportion of lifting the restrictions will be 33%, 33% and 34% respectively.
10. The performance conditions for the release of restricted shares granted for the first time by the plan are shown in the table below:
Performance assessment objectives during the lifting of sales restrictions
Taking the net profit of 2020 as the base, the compound growth rate of net profit in 2022 shall not be lower than 16% of the first lifting of restrictions on sales, and not lower than the average level of the same industry or the 75th percentile value of benchmarking enterprises;
(2024) the return on net assets in 2022 shall not be less than 2.76%;
△ EVA in 2022 is greater than zero
Based on the net profit in 2020, the compound growth rate of net profit in 2023 shall not be lower than 16% in the second lifting period of sales restriction, and shall not be lower than the average level of the same industry or the 75th percentile value of benchmark enterprises;
(2025) the return on net assets in 2023 shall not be less than 3.15%;
△ EVA in 2023 is greater than zero
Taking the net profit of 2020 as the base, the compound growth rate of net profit in 2024 shall not be lower than the third period of lifting the restrictions on sales (202616%), and not lower than the average level of the same industry or the 75th percentile value of benchmarking enterprises;
The return on net assets in 2024 shall not be less than 3.54%;
△ EVA is greater than zero in 2024
If the reserved restricted shares are granted before the disclosure of the company’s 2021 annual report, the performance conditions for unlocking the reserved shares shall be implemented in accordance with the unlocking conditions of the restricted shares granted for the first time. Otherwise, the performance conditions for lifting the restrictions on the sale of the reserved shares are shown in the table below:
Performance assessment objectives during the lifting of sales restrictions
Taking the net profit of 2021 as the base, the compound growth rate of net profit in 2023 shall not be lower than 16% of the first lifting of restrictions on sales, and not lower than the average level of the same industry or the 75th percentile value of benchmark enterprises;
(2025) the return on net assets in 2023 shall not be less than 3.15%;
△ EVA in 2023 is greater than zero
Based on the net profit of 2021, the compound growth rate of net profit in 2024 shall not be lower than 16% in the second lifting period of sales restriction, and shall not be lower than the average level of the same industry or the 75th percentile value of benchmark enterprises;
(2026) the return on net assets in 2024 shall not be less than 3.54%;
△ EVA is greater than zero in 2024
Performance assessment objectives during the lifting of sales restrictions
Based on the net profit of 2021, the compound growth rate of net profit in 2025 shall not be lower than 16% in the third lifting period of sales restriction, and not lower than the average level of the same industry or the 75th percentile value of benchmarking enterprises;
(2027) the return on net assets in 2025 shall not be less than 3.99%;
△ EVA is greater than zero in 2025
Note:
1. The above net profit refers to the net profit attributable to the shareholders of the listed company; Return on net assets refers to the weighted average return on net assets attributable to shareholders of listed companies.
2. The above compound growth rate of net profit refers to the compound growth rate of two, three and four years compared with the base.
3. The same industry refers to the industry classification “manufacturing – automobile manufacturing” of the CSRC.
4. Benchmarking enterprises refer to Chinese enterprises in the same industry listed in the incentive plan (Draft).
5. During the validity period of the equity incentive plan, if the company implements major asset restructuring such as issuing shares for refinancing or issuing shares to acquire assets, the newly increased net assets and the net profits (income, costs and expenses) generated by such net assets shall not be included in the scope of assessment and calculation.
6. The board of directors of the company has the right to adjust and modify the above performance indicators, levels and benchmarking enterprises in the same industry according to the company’s strategy, market environment and other relevant factors. In the process of annual assessment, if the sample of enterprises in the same industry or benchmarking enterprises has significant changes in their main business and has a great impact on the net profit In case of major asset restructuring or sample value with excessive deviation, the board of directors of the company will eliminate or replace the sample during the year-end assessment.
11. The company promises not to provide loans, loan guarantees or any other form of financial assistance for the incentive object to obtain relevant restricted shares under the plan.
12. The company promises that the major shareholders or actual controllers holding more than 5% shares and their spouses, parents and children do not participate in the plan.
13. The plan can be implemented only after being approved by SASAC and reviewed and approved by the general meeting of shareholders of the company. When voting on the plan at the general meeting of shareholders of the company, online voting shall be provided at the same time as on-site voting. Independent directors will solicit entrusted voting rights from all shareholders for the deliberation of the plan at the general meeting of shareholders.
14. Within 60 days from the date when the plan is deliberated and approved by the general meeting of shareholders and the conditions for granting are met, the company will convene the board of directors to grant the incentive objects in accordance with relevant regulations, and complete the procedures of registration, announcement and so on. If the company fails to complete the above work within 60 days, the implementation of the plan shall be terminated, and the non granted restricted shares shall become invalid. 15. The implementation of the plan will not result in the equity distribution not meeting the listing conditions.
catalogue
Chapter I interpretation Chapter II purpose of implementing the plan 6 Chapter III Management Organization of the plan Chapter IV determination basis and scope of incentive objects Chapter V number and source of underlying shares involved in the plan Chapter VI schedule of the plan Chapter VII grant price of restricted shares and its determination method Chapter VIII conditions for granting incentive objects and conditions for lifting sales restrictions Chapter IX adjustment methods and procedures of restricted stocks Chapter X accounting treatment of restricted stocks Chapter XI procedures for granting rights and interests by the company and lifting restrictions on sales of incentive objects Chapter XII respective rights and obligations of the company and incentive objects Chapter 13 handling of changes in the company and incentive objects Chapter XIV change and termination of the plan Chapter 15 principles for repurchase and cancellation of restricted shares Chapter 16 other important matters thirty-three
Chapter I interpretation
Unless otherwise specified, the following words shall have the following meanings in this document:
Aerosun Corporation(600501) . The company refers to Aerosun Corporation(600501)
This plan refers to the Aerosun Corporation(600501) restricted stock incentive plan
The listed company grants a certain number of company shares to the incentive object according to the predetermined conditions. Incentive restricted shares means that the incentive object can sell restricted shares and benefit from them only if the working years or performance objectives meet the conditions specified in the equity incentive plan.
Incentive objects refer to employees who are eligible to receive a certain number of restricted shares in accordance with the provisions of the 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
Grant price refers to the price of each restricted stock granted by the company to the incentive object
The term of validity refers to the period from the completion of the registration of the first grant of restricted shares to the expiration of the restricted stock release period or the completion of the repurchase cancellation
The restricted sale period refers to the period during which the restricted shares granted to the incentive object under the plan are prohibited from being transferred, used for guarantee and debt repayment
The release period refers to the period during which the restricted shares held by the incentive object can be released and listed for circulation after the release conditions specified in the plan are met
The date of lifting the restriction on sales refers to the date on which the restricted shares held by the incentive object are lifted after the conditions for lifting the restriction on sales specified in the plan are met
The conditions for lifting the restrictions on sale refer to the conditions that must be met for the restricted shares obtained by the incentive object to be lifted according to the plan
CSRC refers to the China Securities Regulatory Commission
SASAC refers to the state owned assets supervision and Administration Commission of the State Council
Stock exchange means Shanghai Stock Exchange
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
The Trial Measures refer to the Trial Measures for the implementation of equity incentive by state-controlled listed companies (domestic)
Articles of association means the Aerosun Corporation(600501) articles of association
Yuan means RMB yuan
Chapter II purpose of implementing the 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 core employees, and effectively integrate the interests of shareholders, the company and employees
