Securities abbreviation: Shandong Shida Shenghua Chemical Group Company Limite(603026) securities code: Shandong Shida Shenghua Chemical Group Company Limite(603026) Shandong Shida Shenghua Chemical Group Company Limite(603026) 2022 stock option incentive plan
(Draft)
Shandong Shida Shenghua Chemical Group Company Limite(603026)
April 2022
Statement
The company and all directors and supervisors guarantee that there are no false records, misleading statements or major omissions in the incentive plan and its summary, and bear individual and joint legal liabilities for its authenticity, accuracy and completeness.
All incentive objects of the company promise that if the company does not comply with the arrangement of granting rights and interests or exercising rights and interests due to false records, misleading statements or major omissions in the information disclosure documents, the incentive objects shall return all the benefits obtained from the incentive plan to the company after the relevant information disclosure documents are confirmed to have false records, misleading statements or major omissions.
hot tip
1、 The incentive plan is formulated in accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the measures for the administration of equity incentive of listed companies, other relevant laws, regulations and normative documents, as well as the Shandong Shida Shenghua Chemical Group Company Limite(603026) articles of association.
2、 The stock source of this incentive plan is Shandong Shida Shenghua Chemical Group Company Limite(603026) (hereinafter referred to as " Shandong Shida Shenghua Chemical Group Company Limite(603026) " company "or" the company ") to issue A-share common shares to the incentive object.
3、 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. The total number of underlying shares involved in all equity incentive plans of the company within the validity period shall not exceed 10% of the total share capital of the company. The number of shares of the company granted by any incentive object in the incentive plan through all effective equity incentive plans shall not exceed 1% of the total share capital of the company at the time of announcement of the draft incentive plan.
4、 The exercise price of the stock option granted by the incentive plan is 111.84 yuan / share, and the exercise price is not less than the par value of the stock, and not less than the higher of the following prices:
(I) the average trading price of the company's shares on the trading day before the announcement of the draft incentive plan (total trading volume of shares on the previous trading day / total trading volume of shares on the previous trading day) is 94.66 yuan / share;
(II) the average trading price of the company's shares 20 trading days before the announcement of the draft incentive plan (total trading volume of shares in the first 20 trading days / total trading volume of shares in the first 20 trading days) is 111.84 yuan / day.
During the period from the date of announcement of the draft incentive plan to the completion of the exercise of stock options by the incentive object, if the company has matters such as the conversion of capital reserve into share capital, the distribution of stock dividends, the division or reduction of shares, the allotment of shares and the distribution of dividends, the exercise price of stock options will be adjusted accordingly.
5、 The total number of incentive objects granted by the incentive plan is 265, including the company's directors, senior managers, middle and senior managers and core backbone of the company and its subsidiaries who worked in the company (including holding subsidiaries) when the company announced the incentive plan.
Reserved incentive objects refer to the incentive objects that have not been determined when the incentive plan is approved by the general meeting of shareholders, but are included in the incentive plan during the duration of the incentive plan, which shall be determined within 12 months after the incentive plan is reviewed and approved by the general meeting of shareholders. The criteria for determining the reserved incentive object shall be determined with reference to the criteria for the first award.
6、 The validity period of this incentive plan shall be no more than 48 months from the date of authorization of stock options to the date of exercise or cancellation of all stock options granted to the incentive object.
7、 The company does not have the following circumstances under which equity incentive shall not be implemented as stipulated in Article 7 of the measures for the administration of equity incentive of listed companies:
(I) the audit report of the financial accounting report of the latest fiscal year issued by the certified public accountant with a negative opinion or unable to express an opinion;
(II) the internal control of the financial report of the most recent fiscal year is given a negative opinion or unable to express an opinion by the certified public accountant;
(III) failure to distribute profits in accordance with laws and regulations, the articles of association and public commitments within the last 36 months after listing;
(IV) equity incentive is prohibited by laws and regulations;
(V) other circumstances recognized by the CSRC.
8、 The incentive objects participating in the incentive plan do not include the company's supervisors and independent directors. Shareholders or actual controllers who individually or jointly hold more than 5% of the company's shares and their spouses, parents and children do not participate in the incentive plan. The incentive object complies with the provisions of Article 8 of the measures for the administration of equity incentive of listed companies, and there are no following circumstances that may not be the incentive object:
(I) being identified as an inappropriate candidate by the stock exchange within the last 12 months;
(II) being identified as an inappropriate candidate by the CSRC and its dispatched offices within the last 12 months;
(III) being administratively punished or taking market entry measures by the CSRC and its dispatched offices for major violations of laws and regulations in the last 12 months;
(IV) those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law;
(V) those who are not allowed to participate in the equity incentive of listed companies according to laws and regulations;
(VI) other circumstances recognized by the CSRC.
9、 The company promises not to provide loans and any other forms of financial assistance for the incentive object to obtain relevant rights and interests according to the incentive plan, including providing guarantee for its loans.
10、 The incentive object promises that if the company does not comply with the arrangement of granting rights and interests or exercising rights and interests due to false records, misleading statements or major omissions in the information disclosure documents, the incentive object will return all the benefits obtained from the equity incentive plan to the company after the relevant information disclosure documents are confirmed to have false records, misleading statements or major omissions.
11、 The incentive plan can be implemented only after being deliberated and approved by the general meeting of shareholders of the company.
12、 Within 60 days from the date when the general meeting of shareholders deliberates and approves the incentive plan, the company will convene the board of directors to grant the incentive object according to relevant regulations, and complete the announcement, registration and other relevant procedures. If the company fails to complete the above work within 60 days, the implementation of the incentive plan will be terminated, and the stock options not granted will be invalid.
13、 The implementation of this incentive plan will not result in the equity distribution not meeting the requirements of listing conditions.
catalogue
Declare that 2 special tips 3 catalog Chapter 1 interpretation Chapter II purpose and principle of this incentive plan 9 I. purpose of this incentive plan 9 II. Principles of this incentive plan Chapter III Management Organization of this incentive plan Chapter IV determination basis and scope of incentive objects 11 I. determination basis of incentive object 11 II. Scope of incentive objects 11 III. verification of incentive objects Chapter V source, quantity and distribution of underlying shares 13 I. the stock source of the plan 13 2. Number of stock options granted 13 III. distribution of stock options granted to incentive objects Chapter VI validity period, authorization date, waiting period, vesting date and lock up period of incentive plan 15 I. validity period of this incentive plan 15 II. The grant date of this incentive plan 15 III. waiting period of this incentive plan 15 IV. the vesting date of this incentive plan 15 v. lock up period of this incentive plan Chapter VII exercise price of stock options and determination method of exercise price 18 I. exercise price of stock options granted for the first time 18 II. Method for determining the exercise price of stock options granted for the first time 18 III. determination method of exercise price of reserved part of stock options Chapter VIII conditions for granting and exercising stock options 19 I. conditions for granting stock options 19 II. Exercise conditions of stock options 19 III. description of the scientificity and rationality of the assessment indicators Chapter IX adjustment methods and procedures of stock option incentive plan 23 I. adjustment method of the number of stock options twenty-three
2、 Adjustment method of stock option exercise price 23 III. procedures for adjustment of stock option incentive plan Chapter 10 accounting treatment of stock options and its impact on the company's performance 25 I. accounting treatment method 25 II. Fair value and determination method of stock options Chapter XI implementation procedures of stock option incentive plan 27 I. effective procedures of the incentive plan 27 II. Procedures for granting stock options 27 III. exercise procedures of stock options 28 IV. change and termination procedures of the incentive plan Chapter 12 rights and obligations of the company and incentive objects 30 I. rights and obligations of the company 30 II. Rights and obligations of incentive objects Chapter 13 handling of changes in the company and incentive objects 32 I. the situation of the company has changed 32 II. The personal situation of the incentive object has changed 32 III. settlement of disputes between the company and incentive objects 34 chapter XIV Supplementary Provisions thirty-five
Chapter I interpretation
Unless otherwise specified, the following words have the following meanings in this article: Shandong Shida Shenghua Chemical Group Company Limite(603026) / listed company / company refers to Shandong Shida Shenghua Chemical Group Company Limite(603026)
Stock option incentive plan / this incentive refers to Shandong Shida Shenghua Chemical Group Company Limite(603026) 2022 stock option incentive plan / this plan
Stock option refers to the right granted by the company to the incentive object to purchase a certain number of shares of the company under predetermined conditions within a certain period of time in the future
Incentive objects refer to the directors, senior managers, middle and senior managers and core backbone of the company and its subsidiaries who have obtained stock options in accordance with the provisions of this incentive plan
The authorization date refers to the date on which the company grants stock options to the incentive object. The authorization date must be the trading day
The validity period refers to the period from the date when the stock option is granted to the incentive object to the expiration of the stock option
The waiting period refers to the period from the date of stock option authorization to the date when all stock options granted to the incentive object are exercised or cancelled
According to the stock option incentive plan, the exercise of the stock options owned by the incentive object refers to the behavior. In this incentive plan, the exercise of the right is the behavior of the incentive object to purchase the subject stock according to the conditions set in the incentive plan
The exercisable date refers to the date when the incentive object can start exercising the right. The exercisable date must be the trading day
Exercise price
Note 2: in this draft, the difference in mantissa between the sum of partial total and each detailed number is caused by rounding.
Chapter II purpose and principle of the incentive plan
In order to promote the company to establish and improve the long-term incentive and restraint mechanism, fully mobilize the enthusiasm, sense of responsibility and sense of mission of the company's directors, senior managers, middle managers, core backbone and other employees who have a direct impact on the company's business performance and future development, attract and retain excellent talents, and effectively combine the interests of shareholders, the interests of the company and the personal interests of managers
