Shanxi Taigang Stainless Steel Co.Ltd(000825)
Management measures for equity incentive
In order to implement the relevant provisions of Shanxi Taigang Stainless Steel Co.Ltd(000825) (hereinafter referred to as the “company”), the 2021 A-share restricted stock incentive plan (hereinafter referred to as the “incentive plan”) and the guidelines for the implementation of equity incentive by listed companies controlled by central enterprises (gzkp [2020] No. 178, hereinafter referred to as the “guidelines”), clarify the management organization, responsibilities, authorities and implementation process of the incentive plan These management measures are formulated for the handling of special circumstances, information disclosure, financial accounting and tax treatment, supervision and management, etc.
1、 Management organization and its responsibilities and authorities
The remuneration and assessment committee of the board of directors of the company is responsible for preparing the draft incentive plan. After the draft is reviewed and approved by the board of directors, the board of supervisors verifies the list of incentive objects, obtains no objection from the SASAC of the State Council and the resolution of the general meeting of shareholders of the company, the board of directors is specifically responsible for the assessment and implementation of the company’s stock incentive plan, The salary assessment department is responsible for the assessment of relevant salary and performance under the guidance of the board of directors.
2、 Implementation procedure
(i) Procedures for granting restricted shares
1. The remuneration and assessment committee of the board of directors is responsible for formulating the draft incentive plan.
2. The board of directors deliberated and approved the draft incentive plan, and the independent directors and the board of supervisors expressed independent opinions on whether the incentive plan is conducive to the sustainable development of the company and whether there is any damage to the interests of the company and all shareholders. The board of supervisors shall check whether the incentive objects comply with the relevant provisions of the management measures.
3. The board of directors shall announce the board’s resolution, the summary and full text of the draft incentive plan, the opinions of independent directors, the verification opinions of the board of supervisors, the equity incentive management measures and the performance evaluation measures of the incentive plan within 2 trading days after the incentive plan is considered and approved by the board of directors. The lawyer hired by the company shall issue a legal opinion on the incentive plan.
4. The incentive plan shall be submitted to China Baowu iron and Steel Group Co., Ltd. and SASAC of the State Council for approval.
5. The company shall issue the notice of convening the general meeting of shareholders and announce relevant documents at the same time.
6. Independent directors solicit entrusted voting rights from all shareholders on the incentive plan.
7. The general meeting of shareholders deliberates the draft incentive plan. Before the general meeting of shareholders, the names and positions of incentive objects shall be publicized within the company through the company’s website or other channels for a period of not less than 10 days. The explanation of the board of supervisors on the review and publicity of the incentive list shall be disclosed 5 days before the general meeting of shareholders deliberates the incentive plan. The voting methods of the general meeting of shareholders include on-site voting Online voting, entrust independent directors to vote.
8. After the general meeting of shareholders approves the incentive plan, the incentive plan shall be implemented. The board of directors of the company shall handle specific restricted stock grant matters according to the authorization of the general meeting of shareholders, and sign the restricted stock agreement with the incentive object according to the incentive plan.
9. Before the company grants rights and interests, the board of directors shall review whether the conditions for granting rights and interests set in the incentive plan have been achieved, and the independent directors and the board of supervisors shall express clear opinions. A law firm shall issue legal opinions on whether the conditions for granting rights and interests have been met.
10. The board of directors confirms the grant date. The board of directors shall make an announcement after confirming the achievement of the grant conditions. The announcement date is the grant date. The company shall handle the authorization, registration, locking, announcement and other relevant procedures with Shenzhen Stock Exchange and relevant securities registration and clearing institutions within 60 days after the shareholders’ meeting deliberates and approves the incentive plan. The board of supervisors shall verify the list of incentive objects on the grant date and give opinions.
11. All funds for incentive objects to purchase restricted shares shall be raised by themselves. The company promises not to provide loans or any other form of financial assistance for the incentive object to purchase the underlying shares through the incentive plan, including providing guarantee for its loans.
（2） Procedures for lifting restrictions on the sale of restricted shares
After meeting the conditions for lifting the restriction on sales stipulated in the incentive plan and reviewed by the board of directors of the company, the company shall handle the lifting of the restriction on sales of restricted shares.
1. The board of directors deliberated on whether the conditions for lifting the sales restriction of the incentive plan were met and the list of qualified incentive objects. The independent directors and the board of supervisors also issued clear opinions, and the law firm issued a legal opinion on whether the conditions for lifting the sales restriction of the incentive plan were met.
2. The company applies to Shenzhen stock exchange for lifting the restrictions on sales, and after confirmation by Shenzhen Stock Exchange, it applies to relevant securities registration and settlement institutions for registration and settlement.
3. If the incentive object cancels the after-sales restriction and involves the change of registered capital, the company shall go through the change registration formalities with the industrial and commercial registration department.
3、 Special case handling
(i) Company changes
Under any of the following circumstances, the implementation of the incentive plan shall be terminated, and the restricted shares of the incentive object that have not been lifted shall be repurchased by the company according to the lower value of the grant price and the stock market price. The market price is the average trading price of the company’s shares on the trading day before the board of directors considered the repurchase.
(1) Failing to employ an accounting firm to conduct audit in accordance with the prescribed procedures and requirements;
(2) The state-owned assets supervision and administration institution, the board of supervisors or the audit department raise major objections to the performance or annual financial report of the listed company;
(3) Major violations are punished by the securities regulatory authority and other relevant departments; (4) The annual financial accounting report or internal control evaluation report is issued with negative opinions or unable to express opinions by certified public accountants;
(5) Failure to distribute profits in accordance with laws and regulations, the articles of association and public commitments within the last 36 months after listing;
(6) Equity incentive is not allowed according to laws and regulations;
(7) Other circumstances recognized by the CSRC.
（2） Incentive object change
1. If the incentive object changes his position but still works in the company or in a holding subsidiary of the company, the company shall decide that the restricted shares granted to him shall be handled in one of the following ways:
(1) Assess and lift the sales restriction in full accordance with the specified procedures before job change;
(2) Repurchase by the company at the grant price.
2. If the incentive object terminates or terminates the labor relationship with the company due to death, retirement or job transfer beyond personal control, the original time and conditions for lifting the sales restriction remain unchanged, and the proportion of lifting the sales restriction shall be determined according to the incentive object’s tenure in the corresponding performance year. The remaining restricted shares that have not yet met the time limit and performance evaluation conditions for lifting the restriction will not be lifted, and the company will repurchase them according to the sum of the grant price and the interest of the bank’s fixed deposit in the same period.
3. If the incentive object resigns and the labor relationship is terminated for personal reasons, the restricted shares of the incentive object that have not been lifted shall be repurchased by the company according to the lower of the grant price or the market price. The market price is the average trading price of the company’s shares on the trading day before the board of directors considered the repurchase.
4. When the incentive object becomes an independent director or supervisor who cannot hold the restricted shares of the company, the restricted shares of the incentive object that have not been lifted shall be repurchased by the company according to the sum of the grant price and the interest of the bank’s time deposit in the same period.
5. Under the following circumstances, the incentive object shall return the income brought by equity incentive. The restricted shares that have not been lifted shall be repurchased by the company, and the repurchase price shall be the lower of the market price and the grant price at the time of repurchase. The market price is the average trading price of the company’s shares on the trading day before the board of directors considered the repurchase.
Economic responsibility audit and other results show that they fail to perform their duties effectively or seriously neglect or derelict their duties; During his term of office, he has committed illegal and disciplinary acts such as taking bribes, asking for bribes, embezzlement and theft, divulging the business and technical secrets of the listed company, implementing related party transactions, damaging the interests and reputation of the listed company and having a significant negative impact on the image of the listed company, and has been punished; Failing to perform or correctly performing its duties, causing major asset losses and other serious adverse consequences to the listed company; Violation of national laws and regulations, violation of professional ethics, dereliction of duty or dereliction of duty, which seriously damages the interests or reputation of the company and causes direct or indirect economic losses to the company; Being dismissed due to violation of the company’s rules and regulations, violation of the company’s employee reward and punishment management and other relevant regulations, or serious violation of discipline; Being investigated for criminal responsibility according to law for criminal acts; Violation of relevant laws and regulations or the articles of association, resulting in improper damage to the company. 6. For other unspecified situations, the board of directors shall determine the treatment method with reference to the guidelines.
（3） Performance appraisal not reached
If the performance evaluation target of the lifting of the restriction period in any evaluation year of the incentive plan is not achieved, the company will repurchase all restricted shares in the corresponding performance evaluation year according to the lower value of the grant price and market price. The incentive object is qualified to release the restricted shares in the current period only after passing the corresponding annual assessment. The actual amount of individual release of restricted shares in the current period = individual performance assessment coefficient × The individual plans to lift the sales restriction limit in the current period. The restricted shares that fail to lift the restrictions on sale in the current period shall be repurchased according to the lower value of the grant price and the market price of the shares. The market price is the average trading price of the company’s shares on the trading day before the board of directors considered the repurchase.
4、 Information disclosure
The company will strictly perform the obligation of information disclosure in accordance with the measures for the administration of equity incentive of listed companies issued by the CSRC, the stock listing rules of Shenzhen Stock Exchange and the guidelines issued by the state owned assets supervision and Administration Commission of the State Council, including but not limited to timely disclosure of the draft incentive plan, resolutions of the board of directors, legal opinions, opinions of independent directors, resolutions of the general meeting of shareholders Specific grant of rights and interests, equity incentive management measures, performance evaluation measures of equity incentive plan, and specific implementation and performance evaluation disclosed in each annual report.
5、 Financial accounting and tax treatment
(i) Accounting treatment method of equity incentive plan
1. Grant date
The share capital and capital reserve shall be recognized according to the issuance of shares by the company to incentive objects.
2. On each balance sheet date before all restricted shares are lifted
According to the accounting standards, on each balance sheet date before the release of all restricted shares, the services provided by employees shall be included in the cost and capital reserve (other capital reserve) according to the best estimate of the fair value of restricted shares on the grant date and the expected number of restricted shares that can be released, Changes in the fair value of restricted shares after the grant date are not recognized.
3. Sales restriction lifting date
On the date of lifting the restriction, if the conditions for lifting the restriction are met, the restriction can be lifted. If all or part of the shares fail to meet the assessment conditions for lifting the restrictions on sales, the company shall repurchase them in accordance with the provisions of the incentive plan and deal with them in accordance with the accounting standards and relevant provisions.
（2） Impact of incentive plan on the company’s operating performance
The company grants 37.56 million restricted shares to the incentive objects at the grant price of 3.69 yuan / share. Assuming that the fair market price on the grant date of restricted shares is 7.12 yuan / share on the benchmark date of grant price pricing, the management expenses to be recognized by the company are expected to be 3756 yuan / share × (7.12-3.69) = 128.8308 million yuan. The management fee shall be included in the profit and loss from the grant date to the completion date of lifting the restrictions on the sale of all restricted shares, that is, the above 128.8308 million yuan will be amortized within the relevant benefit range. The recognized management expenses have no actual cash outflow, but will affect the company’s profit and loss performance.
（3） Tax treatment
The incentive object shall pay individual income tax and other taxes in accordance with the provisions of national tax laws and regulations for the income obtained from the incentive plan. The company withholds and remitts the individual income tax and other taxes payable by the incentive object in accordance with the provisions of national tax laws and regulations.
6、 Supervision and management
After reviewing and adopting the draft incentive plan, the board of directors of a listed company shall timely announce it in accordance with the requirements of the securities regulatory authority and accept the supervision of all social parties. The relevant implementation procedures and information disclosure shall comply with the relevant provisions of the CSRC and Shenzhen Stock Exchange.
7、 Other
If these measures are inconsistent with the mandatory provisions of laws, regulations, rules and normative documents issued or revised from time to time, the provisions of relevant laws, regulations, rules and normative documents shall prevail.
These Measures shall come into force after being deliberated and adopted by the general meeting of shareholders of the company, and the revision and interpretation of these Measures shall be the responsibility of the board of directors of the company.
Shanxi Taigang Stainless Steel Co.Ltd(000825) board of directors
December 30, 2021
