Securities code: Shandong Shida Shenghua Chemical Group Company Limite(603026) securities abbreviation: Shandong Shida Shenghua Chemical Group Company Limite(603026) Announcement No.: pro 2022045 Shandong Shida Shenghua Chemical Group Company Limite(603026)
2022 stock option incentive plan (Draft) summary announcement
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important content tips:
Equity incentive method: Stock Option
Source of shares: the company issues RMB A-share ordinary shares to the incentive objects
Total equity of equity incentive and total number of underlying shares involved: the incentive plan plans to grant 11.893 million stock options to the incentive objects, and the type of underlying shares involved is RMB A-share common shares, accounting for 5.87% of the company’s total share capital of 202680000 shares at the time of announcement of the draft incentive plan; Among them, 11.093 million were granted for the first time, accounting for about 5.47% of the total share capital on the announcement date of the draft incentive plan; 800000 stock options are reserved, accounting for 0.39% of the total share capital of the company on the date of publication of the draft incentive plan, accounting for about 6.73% of the total stock options to be granted this time. When the exercise conditions are met, each stock option granted to the incentive object has the right to purchase one share of the company’s shares at the exercise price during the exercise period.
1、 Basic information of the company
(I) Company Profile
Company name: Shandong Shida Shenghua Chemical Group Company Limite(603026) (hereinafter referred to as ” Shandong Shida Shenghua Chemical Group Company Limite(603026) ” and “company”)
Listing date: May 29, 2015
Registered address: No. 198, Tongxing Road, Kenli District, Dongying City, Shandong Province
Legal representative: Guo Tianming
Registered capital: RMB 202680000
Main business: lithium battery material products such as carbonate solvents, lithium salts, additives and silicon-based negative electrodes, focusing on the field of new energy and new materials.
(II) corporate governance structure
The board of directors of the company is composed of 9 directors, including non independent directors Guo Tianming, Yu Haiming, Zhou Linlin, Zhang Jinlou, Chen Wei and Hou Jiaxiang, and independent directors Xu Chunming, Peng Zhengchang and Wang Qingyun.
The board of supervisors of the company consists of three supervisors: Gao Jianhong, Yu Xiangjin and Wang Xiaohong.
There are 5 senior managers in the company, including Yu Haiming, Zheng Jun, LV Junqi, song Huibao and Ding Weitao.
(III) performance of the company in recent three years
Unit: yuan currency: RMB
Main financial data 20212020 2019
Operating income 705620858505447529982487464349994761
The net profit attributable to the parent company is 1179193105545875
Net profit attributable to the owner of the parent company after deducting non recurring profit and loss of 1164682057932528129653930449958038
Total assets 468960921861327998839887324005653287
Total shareholders’ equity attributable to the parent company 310437648054205984169136180766384942
Basic earnings per share (yuan / share) 5.81 1.28 1.28
Basic earnings per share after deducting non recurring gains and losses of 5.75 1.25 1.25 (yuan / share)
Weighted average return on net assets (%) 45.83 13.43 13.43
Weighted average return on net assets after deducting non recurring profits and losses 45.29 13.07 13.07 (%)
(IV) performance indicators set in the equity incentive plan
1. Performance appraisal of the company
In the fiscal year from 2022 to 2024, the incentive plan will assess the performance indicators of the company by year, so as to achieve the performance assessment goal as one of the exercise conditions of the incentive object in the current year. The performance evaluation objectives of stock options granted for the first time in the incentive plan are shown in the table below:
Performance assessment objectives during the exercise period
In the first exercise period, the operating revenue in 2022 will not be less than 8.9 billion yuan
In the second exercise period, the operating revenue in 2023 will not be less than 12.1 billion yuan
In the third exercise period, the operating revenue in 2024 will not be less than 16.7 billion yuan
Note: the above “operating income” is subject to the audited consolidated statements.
2. Performance evaluation of reserved part
If the reserved stock option is granted in 2022, the performance assessment objectives of each year are the same as those granted for the first time; If the reserved stock option is granted in 2023, the performance assessment objectives of each year are as follows:
Performance assessment objectives during the exercise period
In the first exercise period, the operating revenue in 2023 will not be less than RMB 12.1 billion
In the second exercise period, the operating revenue in 2024 will not be less than 16.7 billion yuan
Note: the above “operating income” is subject to the audited consolidated statements.
During the exercise period, the company shall handle the exercise matters for the incentive objects that meet the exercise conditions. If the current performance level of the company fails to meet the performance assessment target conditions during each exercise period, the stock options of all incentive objects corresponding to the exercisable rights in the current year shall not be exercised, and the company shall cancel the exercisable shares of stock options of incentive objects in the current period.
2、 Purpose and principle of this incentive plan
(I) purpose of the incentive plan
1. Establish and improve the benefit sharing mechanism between the management and the owner, realize the consistency of the interests of the company, shareholders and employees, and promote all parties to pay common attention to the long-term development of the company, so as to bring more efficient and lasting returns to shareholders.
2. Further improve the corporate governance structure, improve the company’s long-term and effective incentive and restraint mechanism, and ensure the long-term and stable development of the company.
3. Effectively mobilize the enthusiasm of managers and employees, attract and retain excellent management talents and business backbone, prevent brain drain and improve the cohesion and competitiveness of the company.
(II) principles of the incentive plan
1. The principle of legal compliance. The company implements the equity incentive plan, performs the procedures in strict accordance with the provisions of laws and administrative regulations, and makes information disclosure truthfully, accurately, completely and timely. No one shall use the equity incentive plan to engage in securities fraud such as insider trading and manipulation of the securities market.
2. The principle of combining the company’s assessment with the voluntary participation of employees. The implementation of the equity incentive plan by the company follows the independent decision of the company and assesses the employees. The employees participate voluntarily. The company does not force the employees to participate in the equity incentive plan by means of apportionment, forced distribution, etc.
3. Risk bearing principle. Participants in the equity incentive plan are responsible for their own profits and losses, bear their own risks, and have equal rights and interests with other investors.
3、 Equity incentive method and source of underlying stock
The incentive method of this incentive plan is to grant stock options to the incentive objects, and its stock source is that the company issues RMB A-share common shares to the incentive objects.
4、 Number of stock options to be granted under the equity incentive plan
The incentive plan plans to grant 11.893 million stock options to the incentive objects, involving RMB A-share common shares, accounting for 5.87% of the total 202680000 shares of the company’s share capital at the time of announcement of the draft incentive plan; Among them, 11.093 million were granted for the first time, accounting for about 5.47% of the total share capital on the announcement date of the draft incentive plan; 800000 stock options are reserved, accounting for 0.39% of the total share capital of the company on the date of publication of the draft incentive plan, accounting for about 6.73% of the total stock options to be granted this time. When the exercise conditions are met, each stock option granted to the incentive object has the right to purchase one share of the company’s shares at the exercise price during the exercise period.
5、 Scope of equity incentive objects and the number of rights and interests granted to them
(I) basis for determining incentive objects
1. Legal basis for determining incentive objects
According to the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “administrative measures”) and other relevant laws, regulations, normative documents and the relevant provisions of the articles of association, Determined in combination with the actual situation of the company.
2. Job basis for determining incentive objects
The incentive objects of this plan are directors, senior managers, middle and senior managers of the company and its subsidiaries, core backbone, etc. Excluding independent directors, supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the company’s shares and their spouses, parents and children.
(II) disclose the number of incentive objects
There are 265 incentive objects involved in this plan, including directors, senior managers of the company, middle and senior managers of the company and its subsidiaries, and core backbone of the company and its subsidiaries;
Among the above incentive objects, senior managers have been appointed by the board of directors of the company. The incentive object shall sign labor contract or employment contract with the company or its holding subsidiary during the assessment period of the plan.
(III) distribution of stock options granted to incentive objects
Name and position proportion of stock options granted in the proportion of stock options granted in the total number (10000 copies) at the time of publication of the draft proportion of share capital
Chairman Guo Tianming 100.00 8.41% 0.49%
Yu Haiming, director and general manager 54.00 4.54% 0.27%
Zheng Jun, deputy general manager 24.00 2.02% 0.12%
LV Junqi, Secretary of the board of directors 24.00 2.02% 0.12%
Song Huibao, chief accountant 24.00 2.02% 0.12%
Ding Weitao, deputy general manager 24.00 2.02% 0.12%
Hou Jiaxiang director 24.00 2.02% 0.12%
Middle and senior managers of the company and its subsidiaries
835.3 staff and core backbone 70.23% 4.12% (258 people)
Reserved part 80 6.73% 0.39%
Total 118930 100.00% 5.87%
The above incentive objects do not include the company’s independent directors, supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the company’s shares and their spouses, parents and children. Among the above incentive objects, the directors and senior managers of the company must be elected by the general meeting of shareholders or appointed by the board of directors of the company. All incentive objects must sign labor contracts or employment contracts with the company or its subsidiaries within the assessment period of the incentive plan.
The awarding object of reserved rights and interests shall be defined within 12 months after the incentive 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 and legal opinions of the law firm, the company shall timely and accurately disclose the relevant information of the incentive object as required. If the incentive object is not specified for more than 12 months, the reserved rights and interests shall become invalid. The criteria for determining the reserved incentive object shall be determined with reference to the criteria for the first award.
(IV) the incentive objects of this incentive plan do not participate in the equity incentive plans of two or more listed companies at the same time.
(V) during the implementation of the equity incentive plan, if the incentive object does not comply with the administrative measures for equity incentive of listed companies and the provisions of the incentive plan, the company will terminate its right to participate in the incentive plan and cancel its granted but not exercised stock option.
6、 Exercise price and determination method
(I) exercise price of stock option granted for the first time
The exercise price of the stock option granted for the first time in the incentive plan is 111.84 yuan per share. That is, after the exercise conditions are met, each stock option granted to the incentive object can purchase one share of the company’s stock at the price of 111.84 yuan. (II) exercise price of stock option granted for the first time
