Securities abbreviation: Shanxi Taigang Stainless Steel Co.Ltd(000825) securities code: 000825 Shanxi Taigang Stainless Steel Co.Ltd(000825)
2021 A-share restricted stock incentive plan
(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, the securities law, the measures for the administration of equity incentive of listed companies (hereinafter referred to as the management measures), 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), the articles of association of Shanxi Taigang Stainless Steel Co.Ltd(000825) and other relevant laws and regulations Formulate regulations and normative documents.
2. The company is not allowed to implement equity incentive as stipulated in the measures for the administration of equity incentive of listed companies and the guidelines.
3. The incentive object of the plan does not have the situation that it is not allowed to be an incentive object as stipulated in the measures for the administration of equity incentive of listed companies and the guidelines.
4. The number of restricted shares to be granted under the plan shall not exceed 41 million shares, accounting for about 0.72% of the total share capital of the company at the time of announcement of the plan. Among them, no more than 37.56 million shares were granted for the first time, accounting for 91.6% of the total granted shares and about 0.66% of the total share capital of the current company; 3.44 million shares are reserved, accounting for 8.4% of the total granted shares and about 0.06% of the current total share capital of the company.
5. The restricted stock comes from the A-share common stock issued by the company, and the grant price of the restricted stock is 3.69 yuan / share.
6. During the period from the announcement date of the plan to the completion of the restricted stock registration of the incentive object, if the company has matters such as capital reserve converted into share capital, distribution of stock dividends, share splitting or reduction, allotment and dividend distribution, the grant price or number of restricted shares will be adjusted accordingly.
7. The incentive objects granted by the plan for the first time shall not exceed 298, including directors, senior managers, middle managers, core technology and business skills, etc. The incentive object reserved for grant shall refer to the determination standard of the incentive object granted for the first time.
8. The validity period of the 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 of lifting the restriction on the sale or repurchase of all restricted shares.
9. The term of validity of restricted shares includes a 24 month restriction period and a 36 month release period after the grant. During the restricted sale period, the restricted shares 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 restrictions on the sale of restricted shares 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 evaluation objectives for the release of restricted shares granted under the plan are shown in the table below:
Performance evaluation conditions for lifting the sales restriction period
The return on net assets in 2022 shall not be less than 10% and not less than 75 points of the benchmarking enterprise
Bit value; Taking 2020 as the base year, the total profit in 2022 (excluding non operating expenses)
first
The compound growth rate of recurring profit and loss) shall not be less than 35% and not less than 75% of the benchmark enterprise
Lifting the sales restriction period
Quantile value; In 2022, the annual EVA assessment target set by the board of directors of the company will be completed, and the EVA improvement value (compared with 2020) will not be less than 1.91 billion.
The return on net assets in 2023 shall not be less than 11%, and not less than 75 points of the benchmarking enterprise
Bit value; Taking 2020 as the base year, the total profit in 2023 (excluding non profit)
the second
The compound growth rate of recurring profit and loss) shall not be less than 25%, and shall not be less than 75% of the benchmark enterprise
Lifting the sales restriction period
Quantile value; In 2023, the annual EVA assessment target set by the board of directors of the company will be completed, and the EVA improvement value (compared with 2020) will not be less than 2.14 billion.
The return on net assets in 2024 shall not be less than 12%, and not less than 75 points of the benchmarking enterprise
Bit value; Taking 2020 as the base year, the total profit in 2024 (excluding non profit)
Third
The compound growth rate of recurring profit and loss) shall not be less than 25%, and shall not be less than 75% of the benchmark enterprise
Lifting the sales restriction period
Quantile value; In 2024, the annual EVA assessment target set by the board of directors of the company will be completed, and the EVA improvement value (compared with 2020) will not be less than 2.98 billion.
Note: 1 The return on net assets is the weighted average return on net assets attributable to the shareholders of the listed company after deducting non recurring profits and losses; 2. In addition to the above performance appraisal indicators, the board of directors may adjust the proportion of sales restriction lifting in the corresponding performance appraisal year according to the completion of relevant internal appraisal indicators.
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 it is approved by the state owned assets supervision and Administration Commission of the State Council 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 proxy voting rights from all shareholders for the plan.
14. Within 60 days from the date when the plan is considered and approved by the general meeting of shareholders and the conditions for granting are met, the company shall convene the board of directors to grant the incentive objects in accordance with relevant regulations, and complete the registration, announcement and other procedures. If the company fails to complete the above work within 60 days, the implementation of the plan shall be terminated. According to the administrative measures, the period during which the rights and interests shall not be granted shall not be calculated within the above 60 days.
15. The implementation of the plan will not result in the equity distribution not meeting the listing conditions.
catalogue
Declare that 1 special tips 1 catalog five
Chapter I interpretation six
Chapter II purpose of implementing the plan 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 rights and interests of incentive objects are granted and restrictions on sales are lifted 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 transaction processing Chapter XIV change and termination of the plan Chapter 15 principle of restricted stock repurchase 30 Chapter 16 other important matters thirty-two
Chapter I interpretation
Unless otherwise specified, the following words have the following meanings in this document: Shanxi Taigang Stainless Steel Co.Ltd(000825) , and the company refers to Shanxi Taigang Stainless Steel Co.Ltd(000825)
This plan refers to the Shanxi Taigang Stainless Steel Co.Ltd(000825) 2021 A-share restricted stock incentive plan
The listed company grants a certain number of company shares to the incentive object according to the pre-determined conditions. Restricted shares refer to that the incentive object can sell restricted shares only if the company’s performance objectives and individual performance appraisal results meet the conditions specified in the equity incentive plan
The incentive object refers to the core employees who are qualified to participate in the equity 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
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 grant of restricted shares to the date when all restricted shares are lifted or repurchased, with a maximum of 72 months
Restricted sale period refers to the period during which restricted shares are prohibited from being transferred, used for guarantee and debt repayment
The period during which restricted stocks can be released and listed for circulation
The date on which the restriction on sale is lifted refers to the date on which the restriction on sale of restricted shares is lifted
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
CSRC refers to the China Securities Regulatory Commission
SASAC of the State Council refers to the state owned assets supervision and Administration Commission of the State Council
Stock exchange refers to Shenzhen 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 guidelines refer to the guidelines for the implementation of equity incentive by listed companies controlled by central enterprises
Articles of association means the Shanxi Taigang Stainless Steel Co.Ltd(000825) 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 combine the interests of shareholders, the company and employees, according to the company law of the people’s Republic of China and the securities law of the people’s Republic of China The plan is formulated in accordance with the relevant provisions of the measures for the administration of equity incentive of listed companies (Order No. 126 of the China Securities Regulatory Commission) and the guidelines for the implementation of equity incentive by listed companies controlled by central enterprises (gzkp [2020] No. 178) and the company’s current performance appraisal management system.
Chapter III Management Organization of the 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 plan. The general meeting of shareholders may authorize the board of directors to handle some matters related to the plan within its authority.
2、 The board of directors is the executive management organization of the plan and is responsible for the implementation of the plan. The board of directors has a nomination committee and a remuneration and assessment committee, which are responsible for formulating and revising the plan and submitting it to the board of directors for deliberation. After the board of directors deliberates and approves the incentive plan, it shall be submitted to the general meeting of shareholders for deliberation. The board of directors may handle other relevant matters of the plan within the scope authorized by the general meeting of shareholders.
3、 The board of supervisors and independent directors are the supervisory bodies of the plan and shall express their opinions on whether the plan is conducive to the sustainable development of the company and whether there is any situation that obviously damages the interests of the company and all shareholders. The board of supervisors shall supervise whether the implementation of the plan complies with relevant laws, regulations, normative documents and business rules of Shenzhen Stock Exchange, and shall be responsible for reviewing the list of incentive objects. Independent directors will solicit proxy voting rights from all shareholders for the plan.
Chapter IV determination basis and scope of incentive objects
1、 Determination basis of incentive object
1. Legal basis for determining incentive objects
The incentive objects of the plan are determined in accordance with the company law, securities law, guidelines, management 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 plan are the company’s directors, middle and senior managers and core technical skills when the plan is implemented. The incentive objects of the plan do not include supervisors and independent directors.
3. Assessment basis for determining incentive objects
The performance appraisal results of the employees participating in the plan in the year before the announcement of the plan are competent or above. 2、 Scope of incentive objects
The incentive objects granted for the first time in the plan shall not exceed 298, including the company’s directors, senior managers, middle managers, personnel with core technical skills, etc. All incentive objects must have labor relations with the company or its subsidiaries or hold positions in the company or its subsidiaries.
The reserved incentive objects shall be determined within 12 months after the plan is considered and approved by the general meeting of shareholders. After the proposal of the board of directors, the explicit opinions of the independent directors and the board of supervisors, the professional opinions of lawyers and the legal opinions are issued, the company shall timely and accurately disclose the relevant information of the current incentive object on the designated website as required. If the incentive object is not specified for more than 12 months, the reserved rights and interests shall become invalid.
All incentive objects participating in the plan cannot participate in the equity incentive plan of any other listed company at the same time. If they have participated in the incentive plan of any other listed company, they can participate in the plan only after exiting the equity incentive plan of other listed companies.
3、 Verification of incentive objects
1. After the plan is reviewed and approved by the board of directors, the company will publicize the list of incentive objects internally for a period of no less than 10 days.
2. The company shall conduct a self-examination on the trading of the company’s shares and their derivatives by insiders within 6 months before the announcement of the draft plan to explain whether there is insider trading. Those who buy and sell the company’s shares after knowing the inside information shall not become incentive objects
