Securities code: Shanxi Taigang Stainless Steel Co.Ltd(000825) securities abbreviation: Shanxi Taigang Stainless Steel Co.Ltd(000825) Announcement No.: 2022041 Shanxi Taigang Stainless Steel Co.Ltd(000825)
Announcement on granting A-share restricted shares to incentive objects
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Shanxi Taigang Stainless Steel Co.Ltd(000825) (hereinafter referred to as “the company”) the granting conditions stipulated in the 2021 A-share restricted stock incentive plan (hereinafter referred to as “the incentive plan”) have been fulfilled. According to the authorization of the company’s 2021 annual general meeting of shareholders, the proposal on granting restricted shares to incentive objects was deliberated and adopted at the 25th meeting of the eighth board of directors held on May 19, 2022, The granting date of restricted shares was determined to be May 19, 2022, and 36.65 million restricted shares were granted to 281 incentive objects. The relevant matters are explained as follows:
1、 Brief description of incentive plan and relevant approval procedures performed
(I) brief description of incentive plan
The 2021 annual general meeting of shareholders of the company deliberated and approved the proposal on the 2021 A-share restricted stock incentive plan (Revised Draft) and its summary, the main contents of which are as follows:
1. Incentive method: restricted stock is used for incentive.
2. Stock source: the company issues A-share common stock to the incentive object.
3. Number of restricted shares granted to incentive objects: no more than 40.72 million restricted shares are granted to incentive objects, accounting for about 0.72% of the company’s current total share capital of 56962478 million shares.
4. Incentive objects: the incentive objects include the company’s directors, senior managers, middle managers and core backbone personnel, no more than 287. The specific distribution is as follows:
Name: number of job grants in the total amount of grants in the total share capital
(10000 shares)
Chairman Wei Chengwen 28 0.68% 0.005%
Li Hua, vice chairman 28 0.68% 0.005%
Shang Jiajun, director and general manager 28 0.68% 0.005%
Li Jianmin, director and chief responsible engineer 22 0.54% 0.004%
Director Shi lairun and director of equipment, energy and environment 22 0.54% 0.004%
Zhang Zhijun, Secretary of the board of directors 20 0.49% 0.004%
Other core management, technical and skilled personnel (281 persons) 358087.92% 0.628%
Total number of First grants (287 persons) 372891.55% 0.654%
Reserve 344 8.45% 0.060%
Total 4072100.00% 0.715%
5. Grant price: 3.69 yuan / share
6. Validity period of the incentive plan: the validity period of the whole plan shall be no more than 72 months from the date of the grant of restricted shares to the date when all the restricted shares granted to the incentive object are lifted or repurchased. 7. Sales restriction period and release period of incentive plan:
The restricted stock granted by this incentive plan is restricted for 24 months from the date when the restricted stock grant registration is completed to the date when the restricted stock can be lifted. The release period of restricted shares granted this time 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 of lifting restrictions in the number of authorized benefits
The first one is from the first trading day after 24 months from the date of completion of registration of grant to 33% of grant
The last trading day within 36 months from the date of completion of registration of the lifting of the sales restriction period
The second period is from the first trading day after 36 months from the date of completion of registration of grant to 33% of grant
The last trading day within 48 months from the date of completion of registration of the lifting of the sales restriction period
The third period is from the first trading day after 48 months from the date of completion of registration of grant to 34% of grant
The last trading day within 60 months from the date of completion of registration of the lifting of the sales restriction period
8. The performance conditions for lifting the restrictions on the sale of restricted shares granted by the plan are as follows:
The restricted shares granted under the plan shall be subject to annual performance evaluation and the restriction shall be lifted in the three fiscal years during the period of lifting the restriction, so as to meet the performance evaluation objectives as the conditions for lifting the restriction. The annual performance assessment of the company is as follows:
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 the 75th percentile of the benchmarking enterprise; Taking the first year of 2020 as the base year, the compound growth rate of total profits (excluding non recurring profits and losses) in 2022 shall not be lower than 35% of the lifting of restrictions on sales period and not lower than the 75th percentile value of benchmarking enterprises; The annual EVA assessment target set by the board of directors of the company will be completed in 2022, 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 lower than 11% and not lower than the 75th percentile value of the benchmarking enterprise; Taking the second year of 2020 as the base year, the compound growth rate of total profits (excluding non recurring profits and losses) in 2023 shall not be less than 25% of the lifting of restrictions on sales period and not less than the 75th percentile value of benchmarking enterprises; The annual EVA assessment target set by the board of directors of the company will be completed in 2023, 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 lower than 12% and not lower than the 75th percentile of the benchmarking enterprise; Taking the third year of 2020 as the base year, the compound growth rate of total profits (excluding non recurring profits and losses) in 2024 shall not be less than 25% of the lifting of restrictions on sales period and not less than the 75th percentile value of benchmarking enterprises; The annual EVA assessment target set by the board of directors of the company will be completed in 2024, 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 evaluation indicators, the board of directors may adjust the proportion of sales restrictions lifted in the corresponding performance evaluation year according to the completion of relevant internal evaluation indicators.
9. The restricted shares of the current period can be partially or fully lifted only when the performance appraisal of the corresponding appraisal year meets the conditions. The individual performance appraisal coefficient and the proportion of lifting the restriction are determined according to the individual performance appraisal results of the accounting year corresponding to the performance appraisal at the company level, which shall be subject to the agreement on the granting of restricted shares signed by the company and the incentive object.
See the following table for the relationship between individual annual performance appraisal results and the proportion of sales restrictions lifted:
Assessment result AAA AA a B C
Personal performance appraisal coefficient 1.0 0.8 0
Only after passing the annual assessment can the incentive object have the qualification to lift the restrictions on the sale of restricted stocks in the current period. The actual amount of individual lifting the restrictions in the current period = individual performance assessment coefficient × The individual can lift the sales restriction limit in the current period (determined according to the proportion of lifting the sales restriction in the corresponding performance evaluation year approved by the board of directors). The restricted shares that cannot be lifted in the current period shall be repurchased at the lower of the grant price and the market price of the shares.
(II) relevant approval procedures performed
1. On December 30, 2021, the 20th meeting of the 8th board of directors and the 8th meeting of the 8th board of supervisors respectively deliberated and adopted the proposal on the company’s restricted stock incentive plan (Draft) and its summary in 2021 and other relevant proposals.
2. On May 3, 2022, the company received the reply on Shanxi Taigang Stainless Steel Co.Ltd(000825) implementation of restricted stock incentive plan (gzkp [2022] No. 166) from the indirect controlling shareholder China Baowu iron and Steel Group Co., Ltd. from the state owned assets supervision and Administration Commission of the State Council. The state owned assets supervision and Administration Commission of the State Council agreed in principle to the company’s implementation of restricted stock incentive plan.
3. On May 6, 2022, the 24th Meeting of the 8th board of directors and the 11th meeting of the 8th board of supervisors respectively deliberated and adopted the proposal on the company’s incentive plan for A-share restricted stock in 2021 (Revised Draft) and its summary and other relevant proposals.
4. On May 13, 2022, the board of supervisors of the company issued the verification opinions on the list of incentive objects of the 2021 A-share restricted stock plan and the explanation of publicity.
5. On May 19, 2022, the company held the 2021 annual general meeting of shareholders, deliberated and approved the 2021 A-share restricted stock incentive plan (Revised Draft) and other relevant proposals.
6. On May 19, 2022, the company held the 25th meeting of the 8th board of directors and the 12th meeting of the 8th board of supervisors, which respectively deliberated and adopted the proposal on granting restricted shares to incentive objects. Independent directors have expressed their independent opinions on relevant matters.
2、 Description of conditions for granting restricted shares
1. The company is not under any of the following circumstances:
(1) Failing to employ an accounting firm to conduct audit in accordance with the prescribed procedures and requirements;
(2) The state-owned assets supervision and administration institution, the board of supervisors or the audit department raise major objections to the performance or annual financial report of the listed company;
(3) Major violations are punished by the securities regulatory authority and other relevant departments; (4) The annual financial accounting report or internal control evaluation report is issued with negative opinions or unable to express opinions by certified public accountants;
(5) Failure to distribute profits in accordance with laws and regulations, articles of association and public commitments within the last 36 months after listing;
(6) Equity incentive is not allowed according to laws and regulations;
(7) Other circumstances recognized by the CSRC.
2. The incentive object does not have any of the following situations:
(1) Economic responsibility audit and other results show that they fail to perform their duties effectively or seriously neglect or derelict their duties;
(2) Violating the relevant laws and regulations of the state and the provisions of the articles of Association;
(3) During his term of office, he has taken bribes, embezzled and stole, disclosed the company’s business and technical secrets, carried out related party transactions, damaged the company’s interests and reputation and had a significant negative impact on the company’s image, and has been punished;
(4) Failing to perform or correctly perform their duties, resulting in large asset losses and other serious adverse consequences to the company;
(5) Being identified as an inappropriate candidate by the stock exchange within the last 12 months;
(6) In the last 12 months, it has been identified as an inappropriate candidate by the CSRC and its dispatched offices;
(7) Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations in the last 12 months;
(8) Those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law;
(9) Those who are not allowed to participate in the equity incentive of listed companies according to laws and regulations;
(10) Other circumstances recognized by the CSRC.
After verification, the board of Directors believes that the grant conditions of the incentive plan have been met.
3、 First award of incentive plan
1. First grant date: May 19, 2022
2. Grant price: 3.69 yuan / share
3. Source of restricted shares, number of shares granted and distribution of granted objects
(1) Source of restricted stock: issue A-share common stock to the incentive object.
(2) Number of shares granted for the first time: 36.65 million restricted shares, accounting for about 0.64% of the company’s current total share capital of 56962478 million shares.
(3) Distribution of restricted shares granted to incentive objects
Name: number of job grants in the total amount of grants in the total share capital
