Company abbreviation: Maanshan Iron & Steel Company Limited(600808) securities code: 600808 Shanghai Rongzheng Investment Consulting Co., Ltd
about
Maanshan Iron & Steel Company Limited(600808)
2021 A-share restricted stock incentive plan
of
Financial advisory report
January 2022
catalogue
1、 Interpretation 3 II. Statement 4 III. basic assumptions 5 IV. main contents of the incentive plan 6 (I) source of incentive instruments and underlying stocks 6 (II) number of restricted shares granted 6 (III) scope and distribution of incentive objects 6 (IV) validity period, grant date and relevant time arrangement after grant of restricted shares 7 (V) method for determining the grant price of restricted shares 8 (VI) assessment conditions for the grant and release of restricted shares 8 (VII) other contents of the incentive plan 12 v. opinions of the financial consultant 13 (I) verification opinions on whether the incentive plan complies with policies and regulations 13 (II) verification opinions on the feasibility of the company’s incentive plan 13 (III) verification opinions on the scope and qualification of incentive objects 13 (IV) verification opinions on the amount of equity granted under the incentive plan 13 (V) verification opinions on the determination method of the award price of the incentive plan 14 (VI) verification opinions on whether the company provides financial assistance for incentive objects 14 (VII) verification opinions on whether the incentive plan damages the interests of the listed company and all shareholders 14 (VIII) financial treatment opinions on the implementation of incentive plan by the company 15 (IX) opinions on the impact of the company’s implementation of incentive plan on the sustainable operation ability and shareholders’ equity of listed companies 15 (x) opinions on the rationality of the company’s performance appraisal system and appraisal methods 15 (XI) other matters that should be explained 15 VI. documents for future reference and consultation methods 16 (I) documents for future reference 16 (II) consultation method 16 I. interpretation
Financial advisory report: refers to the financial advisory report of Shanghai Rongzheng Investment Consulting Co., Ltd. on < Maanshan Iron & Steel Company Limited(600808) 2021 A-share restricted stock incentive plan
Financial Consultant: refers to Shanghai Rongzheng Investment Consulting Co., Ltd
Listed company, company, Maanshan Iron & Steel Company Limited(600808) : refers to Maanshan Iron & Steel Company Limited(600808)
Incentive plan: refers to Maanshan Iron & Steel Company Limited(600808) 2021 A-share restricted stock incentive plan restricted stock: refers to a certain number of company shares granted to incentive objects by the company according to the conditions and prices specified in the incentive plan. These shares are set with a certain period of restricted sale period. The restricted sale and circulation can be lifted only after reaching the conditions for lifting the restricted sale specified in the incentive plan
Incentive object: refers to the directors, middle and senior managers and core technical (business) personnel of the company and its subsidiaries who are qualified to receive a certain number of restricted shares in accordance with the provisions of the incentive plan
Grant date: refers to the date on which the incentive object grants restricted shares. The grant date must be the trading day
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 listed company
Restricted sale period: the period during which restricted shares cannot be transferred, used to guarantee or repay debts when the conditions for the incentive object to exercise rights and interests set in the incentive plan have not been fulfilled, shall be calculated from the date when the incentive object is granted restricted shares and the registration is completed
Release period: refers to the period during which restricted stocks can be released and listed for circulation
Conditions for lifting restrictions on sales: conditions that must be met for lifting restrictions on sales of restricted stocks
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
Administrative measures: refers to the administrative measures for equity incentive of listed companies
Guidelines: refers to the guidelines for the implementation of equity incentive by listed companies controlled by central enterprises
Articles of association: refers to the Maanshan Iron & Steel Company Limited(600808) articles of association
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 Shanghai Stock Exchange
Yuan: refers to RMB yuan
2、 Statement
The financial advisor hereby makes the following statement on this report:
(I) the documents and materials on which the financial advisor’s report is based are provided by Maanshan Iron & Steel Company Limited(600808) . All parties involved in the incentive plan have guaranteed to the financial advisor that all the documents and materials provided for issuing the financial advisor’s report are legal, true, accurate, complete and timely, without any omission, false or misleading statements, and are responsible for their legality, authenticity, accuracy, completeness Responsible for timeliness. The financial advisor shall not bear any risk liability arising therefrom.
(II) the financial consultant only expresses opinions on whether the restricted stock incentive plan is fair and reasonable to Maanshan Iron & Steel Company Limited(600808) shareholders and its impact on shareholders’ rights and interests and the sustainable operation of the listed company, does not constitute any investment suggestions for Maanshan Iron & Steel Company Limited(600808) , and does not bear any responsibility for the possible risks arising from any investment decisions made by investors according to this report.
(III) the financial advisor has not entrusted or authorized any other institution or individual to provide information not listed in the financial advisor’s report and make any explanation or explanation to this report.
(IV) the financial consultant shall request all shareholders of the listed company to carefully read the relevant information about the incentive plan publicly disclosed by the listed company.
(V) based on the principle of diligence, prudence and due diligence to all shareholders of the listed company, the financial consultant conducted in-depth investigation on the matters involved in the incentive plan and carefully reviewed the relevant materials. The scope of the investigation includes the articles of association of the listed company, salary management measures, resolutions of the board of directors, financial reports of the company for the last three years and the latest period, etc, The company has effectively communicated with relevant personnel of the listed company, issued the financial advisory report on this basis, and is responsible for the authenticity, accuracy and completeness of the report.
This report is prepared in accordance with the requirements of laws, regulations and normative documents such as the company law, the securities law, the administrative measures and the guidelines, and based on the relevant materials provided by the listed company.
3、 Basic assumptions
The financial advisory report issued by the financial adviser is based on the following assumptions:
(I) there is no significant change in the current relevant national laws, regulations and policies;
(II) the information relied on by the financial consultant is authentic, accurate, complete and timely;
(III) the relevant documents issued by the listed company for the restricted stock incentive plan are true and reliable;
(IV) there are no other obstacles to the restricted stock incentive plan, and all agreements involved can be effectively approved and finally completed on schedule;
(V) all parties involved in the restricted stock incentive plan can fully perform all obligations in good faith and in accordance with the terms of the incentive plan and relevant agreements;
(VI) there is no significant adverse impact caused by other unpredictable and force majeure factors.
4、 Main contents of incentive plan
Maanshan Iron & Steel Company Limited(600808) the 2021 A-share restricted stock incentive plan (Draft) is formulated by the Remuneration Committee under the board of directors of the listed company. According to the actual situation of Maanshan Iron & Steel Company Limited(600808) , the incentive plan is adopted for the incentive objects of the company. The financial advisor’s report will give professional opinions on the 2021 A-share restricted stock incentive plan (Draft) formed so far by Maanshan Iron & Steel Company Limited(600808) . (I) source of incentive instruments and underlying stocks
The incentive tool used in the incentive plan is restricted stock.
The stock source of the incentive plan is Maanshan Iron & Steel Company Limited(600808) a ordinary shares issued by the company. (II) number of restricted shares granted
The number of restricted shares to be granted under the incentive plan shall not exceed 77 million shares, accounting for about 1% of the company’s total share capital of 7700681200 shares at the time of announcement of the incentive plan. Among them, no more than 76.15 million shares were granted for the first time, accounting for 98.90% of the total granted shares and about 0.99% of the total share capital of the company; 850000 shares are reserved, accounting for 1.10% of the total granted shares and about 0.01% of the total share capital of the company. (III) scope and distribution of incentive objects
The number of incentive objects involved in the first award of the incentive plan shall not exceed 262, including directors, senior managers, other members of the leading group, direct managers of the company, 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 incentive objects of the reserved grant part shall be determined within 12 months after the incentive plan is considered and approved by the general meeting of shareholders, and the incentive objects granted for the first time in the incentive plan shall not be granted repeatedly. 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 reserved part involves related persons, the company will comply with all applicable provisions of the securities listing rules and perform corresponding provisions such as information disclosure or shareholder approval (if necessary). If the incentive object is not specified for more than 12 months, the reserved rights and interests shall become invalid.
The distribution of restricted shares granted among incentive objects is shown in the table below:
Name number of job awards in total share capital
Proportion of (10000 shares)
Chairman Ding Yi 85 1.10% 0.01%
Mao Zhanhong, deputy general manager 60 0.78% 0.01%
Ren Tianbao, deputy general manager 60 0.78% 0.01%
Fu Ming, deputy general manager 60 0.78% 0.01%
Zhang Maohan, deputy general manager 60 0.78% 0.01%
He Hongyun, Secretary of the board of directors 33 0.43% 0.004%
Other core management, technical and skilled personnel 7257 94.25% 0.94%
(256 persons)
Total number of First grants (262 persons) 7615 98.90% 0.99%
Reserve 85 1.10% 0.01%
Total 7700 100.00% 1.00%
Note: (1) the incentive objects of the incentive plan do not participate in the equity incentive plans of two or more listed companies, and there are no major shareholders or actual controllers holding more than 5% of the company’s equity and their spouses, parents and children.
(2) During the validity period of the incentive plan, the expected income level of individual equity incentive of senior managers shall be implemented in strict accordance with relevant national policies and regulations. The salary level of senior managers shall be determined according to the company’s performance appraisal and salary management measures with reference to the principles and regulations of state-owned assets supervision and administration institutions or departments. (IV) validity period, grant date and relevant time arrangement after grant of restricted shares
1. Validity period of incentive plan
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 of lifting the restriction on the sale or repurchase of all restricted shares.
2. Award date of incentive plan
The grant date shall be determined by the board of directors of the company after the incentive plan is deliberated and approved by the general meeting of shareholders of the company, and the grant date must be the trading day. Within 60 days from the date when the incentive plan is reviewed and approved by the general meeting of shareholders and the granting conditions are met, the company will convene the board of directors to grant the incentive objects granted this time, and complete the registration, announcement and other relevant procedures. If the company fails to complete the above work within 60 days, the incentive plan shall be terminated and the non granted restricted shares shall become invalid.
3. Restricted period of incentive plan
The restricted shares shall be restricted to sale within 24 months from the date of completion of registration. During the restricted sale period, restricted shares shall be restricted and shall not be transferred, used as guarantee or repay debts.
4. Release period of incentive plan
The release period of restricted shares and the release schedule of each period are shown in the table below:
Number of sales restrictions that can be lifted proportion of the time for lifting the restrictions in the number of authorized benefits
The first is from the first trading day after 24 months from the date of completion of grant registration to
33% on the last trading day within 36 months from the date of completion of the grant registration of the lifting of the sales restriction period
Day end
The second is the first transaction after 36 months from the date of completion of grant registration
The last 33% within 48 months from the date of lifting the sales restriction period to the date of completion of grant registration
End of one trading day
The third is the first transaction after 48 months from the date of completion of grant registration
The last 34% within 60 months from the date of lifting the sales restriction period to the date of completion of grant registration
End of one trading day
(V) method for determining the grant price of restricted shares
1. Grant price
The grant price of restricted shares is per share
