China United Network Communications Limited(600050)
Phase II restricted stock incentive plan
(Draft)
December, 2001
statement
All directors and supervisors of the company 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.
catalogue
Declare that Chapter 1 interpretation Chapter II General Provisions 5 chapter III determination basis and scope of incentive objects Chapter IV source, type and quantity of incentive instruments and underlying stocks 7 Chapter V distribution of restricted shares granted Chapter VI validity period, lock up period and unlocking period of restricted shares Chapter VII grant date and price of restricted shares Chapter VIII conditions for granting and unlocking restricted shares Chapter IX non transferability and prohibition of restricted shares Chapter X adjustment methods and procedures of restricted stocks Chapter XI accounting treatment of restricted stocks and its impact on performance Chapter XII formulation and approval procedures of the plan, stock grant and unlocking procedures Chapter 13 benefits of incentive objects Chapter 14 rights and obligations of the company and incentive objects Chapter 15 handling methods under special circumstances Chapter 16 principles for repurchase and cancellation of restricted shares Chapter 17 management, change and termination of the plan Chapter 18 information disclosure 25 chapter XIX Supplementary Provisions twenty-six
Chapter I interpretation
Unless otherwise specified, the following abbreviations are interpreted as follows:
The plan and restricted stock incentive plan refer to the China United Network Communications Limited(600050) phase II restricted stock incentive plan (Draft).
The company, the company, China United Network Communications Limited(600050) : refers to China United Network Communications Limited(600050) .
Incentive object: refers to the personnel who are granted restricted shares under the plan.
Restricted stock: refers to China United Network Communications Limited(600050) RMB common shares (A shares) with restricted transfer granted to incentive objects under the plan.
Grant date: refers to the date on which the company grants restricted shares to incentive objects. The grant date must be the trading day, which shall be determined by the board of directors of the company in accordance with relevant regulations.
Validity period: refers to the period from the date when the company grants the restricted stock to the incentive object to the date when the unlocking period of the restricted stock expires or the repurchase and cancellation is completed.
Lock up period: refers to the period during which the restricted shares granted by the incentive object under the plan are prohibited from being transferred.
Unlocking period: refers to the period from the next day after the expiration of the lock up period to the expiration of the restricted stock.
SASAC: refers to the state owned assets supervision and Administration Commission of the State Council.
CSRC: refers to the China Securities Regulatory Commission.
Exchange: refers to Shanghai Stock Exchange.
Company Law: refers to the company law of the people’s Republic of China.
Securities Law: refers to the securities law of the people’s Republic of China.
Articles of association: refers to the China United Network Communications Limited(600050) articles of association.
Yuan: refers to RMB yuan.
Chapter II General Provisions
Article 1 in order to further improve the corporate governance structure, improve the medium and long-term incentive mechanism combining incentives and constraints, deal with fierce industry competition and support the long-term development of the company, and fully mobilize the enthusiasm of the company’s core managers and key employees, In accordance with the company law, the securities law, the Trial Measures for the implementation of equity incentive by state-controlled listed companies (domestic), the notice on issues related to regulating the implementation of equity incentive system by state-controlled listed companies, the measures for the administration of equity incentive by listed companies, the guidelines for the implementation of equity incentive by listed companies controlled by central enterprises, and other relevant laws and regulations Formulate the China United Network Communications Limited(600050) phase II restricted stock incentive plan (Draft) in accordance with the provisions of departmental rules, normative documents and the articles of association. Article 2 the plan can be implemented only after it is reviewed and approved by the board of directors, SASAC and the general meeting of shareholders.
Article 3 principles for formulating the plan
(i) Adhere to the combination of incentive and restraint, and the symmetry of risk and return;
（2） Adhering to the consistency of shareholders’ interests, company’s interests and employees’ interests is conducive to safeguarding shareholders’ interests and the sustainable development of the company;
（3） Adhere to legal norms, openness and transparency, and comply with relevant laws and regulations and the provisions of the articles of Association; （4） Adhere to proceeding from reality, step by step and constantly improve.
Article 4 purpose of the plan
(i) Further improve the corporate governance structure, establish and continuously improve the interest balance mechanism of shareholders, management and executive;
（2） Establish a benefit sharing and restraint mechanism among shareholders, the company and employees to bring sustainable returns to shareholders;
（3） Fully mobilize the enthusiasm of core employees and support the company’s strategy and long-term sustainable development; （4） Attract, retain and motivate excellent managers and core technical backbone employees, advocate the concept of common and sustainable development of the company and employees, and ensure the long-term and stable development of the company.
Chapter III determination basis and scope of incentive objects
Article 5 the incentive objects of this plan are the company law, the securities law, the Trial Measures for the implementation of equity incentive by state-controlled listed companies (within China), the notice on issues related to regulating the implementation of equity incentive system by state-controlled listed companies, the measures for the administration of equity incentive by listed companies, the guidelines for the implementation of equity incentive by central enterprise controlled listed companies, SASAC Based on the provisions of relevant laws, regulations, rules and normative documents of the CSRC and the relevant provisions of the articles of association, and in combination with the actual situation of the company.
Article 6 scope of incentive objects
(i) The incentive objects granted this time include core management talents and professionals (excluding directors) that have a direct impact on the company’s business performance and sustainable development, and no more than 8000 people. The incentive objects do not include independent directors and supervisors and external directors held by persons other than the controlling shareholders of the company;
（2） Shareholders or actual controllers who individually or jointly hold more than 5% of the company’s shares and their spouses, parents and children shall not become incentive objects;
（3） The assessment results of the incentive object according to the relevant measures of the company’s performance assessment shall be at or above the level of competent; （4） Personnel under any of the following circumstances shall not be the incentive object of the plan:
(1) Being identified as inappropriate by the stock exchange within the last 12 months;
(2) Being identified as inappropriate 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 or senior managers of the company as stipulated in the company law; (5) Those who are not allowed to participate in the company’s equity incentive according to laws and regulations;
(6) The board of directors of the company determines other serious violations of the company’s regulations;
(7) Other circumstances recognized by SASAC and CSRC.
The company will repurchase the restricted shares granted to the incentive object but not unlocked according to the lower of the grant price of the incentive object and the market price at the time of repurchase, and terminate its participation in the plan.
Article 7 verification of incentive objects
(i) After the plan is reviewed and approved by the board of directors and before the general meeting of shareholders, the company shall publicize the names and positions of incentive objects internally for a period of not less than 10 days;
（2） The company shall conduct a self-examination on the trading of the company’s shares by insiders within six months before the announcement of the plan to explain whether there is insider trading. Those who buy or sell the company’s shares after knowing the inside information shall not become incentive objects, except for the circumstances that do not belong to insider trading as stipulated by laws, administrative regulations and relevant judicial interpretations. If insider trading occurs due to the disclosure of insider information, it shall not become an incentive object;
（3） The board of supervisors shall review the list of incentive objects and listen to the publicity opinions. At the same time, the review and publicity of the incentive list shall be disclosed 5 days before the approval of the plan by the general meeting of shareholders;
（4） The scope of incentive objects shall be finally approved and decided by the board of directors of the company and shall be responsible for interpretation.
Chapter IV sources, types and quantities of incentive instruments and underlying stocks
Article 8 incentive tools
The plan adopts restricted stocks as incentive tools, and the underlying stock is China United Network Communications Limited(600050) A-Shares of common stock.
Article 9 source of underlying stock
The source of restricted shares to be granted under the plan is China United Network Communications Limited(600050) A-share common shares issued to the incentive object.
Article 10 total amount granted
(i) The total number of shares of the company involved in the China United Network Communications Limited(600050) restricted stock incentive plan shall not exceed 10% of the total share capital of the company. In this period, it is proposed to grant no more than 900 million restricted shares to incentive objects, accounting for about 2.9% of the current total share capital of the company of 30.99 billion shares;
（2） Without the special approval of the general meeting of shareholders, the cumulative total amount of shares obtained by any incentive object through this plan and other effective equity incentive plans (if any) of the company shall not exceed 1% of the total share capital of the company; （3） The above total share capital refers to the total issued share capital of the company when restricted shares are granted under the plan;
（4） As the incentive object of the directors and senior managers of the company, the expected income value of the restricted shares granted at the time of grant shall be controlled within 40% of their remuneration (including the expected incentive income);
（5） During the validity period of restricted shares, in case of non market factors affecting the value of the company’s shares, such as conversion of capital reserve into share capital, distribution of stock dividends, share subdivision or reduction, allotment and so on, the number of grants will be adjusted accordingly with reference to the relevant provisions of article 22 of the plan.
Chapter V distribution of restricted shares granted
Article 11 grant and distribution
The distribution of restricted shares granted by the plan among incentive objects is shown in the table below:
Number of positions granted per capita total number granted
(10000 shares) (10000 shares)
The company’s core management talents and professional talents are 800011.2590000
Chapter VI validity period, lock up period and unlocking period of restricted shares
Article 12 term of validity
The plan is valid for 60 months and takes effect from the date of grant of restricted shares, including lock up period and unlock period, unless the plan is terminated in advance in accordance with Article 48.
During the validity period of the plan, the company may grant restricted shares to incentive objects in accordance with the plan. After the expiration of the plan, the company shall not grant any restricted shares to the incentive object according to the plan; However, the terms of the plan shall remain valid for the restricted shares granted under the plan.
On the premise of meeting the grant conditions, the board of directors has the right to grant restricted shares to qualified persons. Article 13 lock up period
The restricted stock lock up period is 24 months from the date when the incentive object is granted restricted stock. During the lock up period, the restricted shares held by the incentive object through the plan will be locked, and shall not be transferred in any form, used for guarantee or debt repayment.
Article 14 unlocking period
The 36 months after the expiration of the lock up period of restricted shares shall be the unlocking period of restricted shares. During the unlocking period, it is unlocked at a constant speed by stages. If the unlocking conditions of restricted stocks in the current period are met, The incentive object can transfer the restricted shares unlocked through the plan in the current period according to law (if the incentive object is a director and senior manager, the transferred shares shall also comply with the company law, securities law and other laws, regulations, normative documents and the relevant provisions of the articles of association); If the restricted stock unlocking conditions specified in the plan are not met, the incentive object shall not unlock the restricted stock in the current period, and the company shall repurchase the restricted stock according to the lower of the grant price of the incentive object and the market price at the time of repurchase. During the effective period of the plan, if the relevant laws, regulations, normative documents such as the company law, the securities law and the articles of association have changed on the transfer of shares held by the company’s directors and senior managers, Then the transfer of the company’s shares held by these incentive objects shall comply with the provisions of the revised Company Law, securities law and other relevant laws, regulations, normative documents and the articles of association. Chapter VII grant date and price of restricted shares
Article 15 grant date
The granting date of restricted shares shall be determined by the board of directors in accordance with relevant regulations after the plan is reviewed and approved by the board of directors, SASAC and the general meeting of shareholders of the company. The grant date shall be within 60 days from the date when the plan is considered and approved by the general meeting of shareholders of the company, and shall be a trading day. At that time, the company shall convene the board of directors to grant the incentive object, and complete the registration, announcement and other relevant procedures.
Article 16 grant price
The price of each restricted stock granted by the company to the incentive object is 2.48 yuan / share, which is not lower than the higher of the following prices:
(i) 60% of the average trading price of the company’s shares on the trading day before the announcement of the plan;
（2） 60% of the average trading price of the company’s shares 20 trading days, 60 trading days or 120 trading days before the announcement of the plan;
（3） The unit face value of the company’s shares.
After the plan is approved and published by the board of directors, if the trading price of the company’s shares fluctuates abnormally, the grant price will be adjusted according to the fair market price when submitted to the general meeting of shareholders for deliberation.
When the incentive object is granted restricted shares, the funds required for individual capital contribution shall be settled by self financing, and the company promises not to pay for them
