Securities abbreviation: Cosco Shipping Holdings Co.Ltd(601919) securities code: Cosco Shipping Holdings Co.Ltd(601919) / 1919hk Cosco Shipping Holdings Co.Ltd(601919)
Stock option incentive plan (Second Revision) May 2002
statement
1、 The company and all directors and supervisors guarantee that there are no false records, misleading statements or major omissions in the incentive plan (Second Revised Draft) and its summary, and bear individual and joint legal liabilities for its authenticity, accuracy and completeness.
2、 Among the incentive objects, there are no independent directors, supervisors, shareholders or actual controllers who hold more than 5% shares alone or in total and their spouses, parents and children. All incentive objects do not participate in the equity incentive plans of two or more listed companies at the same time.
hot tip
1、 The plan is in accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the Trial Measures for the implementation of equity incentive by state-controlled listed companies (within China) (Guo Zi FA FA FA FA FA FA Fa [2006] No. 175), the notice on issues related to regulating the implementation of equity incentive system by state-controlled listed companies (Guo Zi FA FA FA FA FA FA Fa [2008] No. 171), the measures for the administration of equity incentive of listed companies The decision on Amending the measures for the administration of equity incentives of listed companies, the rules for the listing of securities on the stock exchange of Hong Kong Limited and other relevant laws and administrative regulations, as well as the articles of association of Cosco Shipping Holdings Co.Ltd(601919) (hereinafter referred to as " Cosco Shipping Holdings Co.Ltd(601919) " and "the company").
2、 The incentive form adopted in this plan is stock option. Each stock option has the right to purchase RMB a common shares of 1 equity company at the exercise price within the vesting period when the effective conditions and effective arrangements are met. The stock source is that Cosco Shipping Holdings Co.Ltd(601919) issues RMB A-share ordinary shares to the incentive object when the incentive object exercises its rights. The plan plans to grant no more than 218236900 stock options to incentive objects in total, and the corresponding number of underlying shares is no more than 218236900. Among them, 218237 million options are reserved, accounting for 10% of the total granted in the plan. The reserved option will specify the incentive object within 12 months after the equity incentive plan is deliberated and approved by the general meeting of shareholders. The determination standard of the incentive object shall be determined with reference to the standard granted in this plan. If the incentive object is not specified for more than 12 months, the reserved option shall become invalid. When the effective conditions are met, the incentive objects can exercise their rights in batches according to the exercise price and time specified in the plan; The company's shares obtained after the exercise of stock options can circulate freely according to law.
3、 The incentive objects of stock options granted for the first time in the plan are senior managers of the company (i.e. those responsible for the leadership and implementation of the company's operation and management), key managers and technical backbone who have a direct impact on the company's operating performance and sustainable development, with a total of no more than 475 people (excluding the incentive objects reserved for granting stock options), accounting for about 2.16% of the total number of the company at the end of 2017.
4、 From the date of announcement of the plan to the date of exercise of stock options, if the company has ex right and ex interest matters such as conversion of capital reserve into share capital, distribution of stock dividends, share subdivision or reduction, allotment and dividend distribution, the number of options and exercise price involved will be adjusted by the board of directors according to the principles, methods and procedures specified in the plan. When the company issues new shares, the number and exercise price of stock options will not be adjusted.
5、 The plan is valid for 10 years from the date of approval of the plan by the general meeting of shareholders. The effective exercise period of stock options (including reserved options) granted under the plan is 7 years. The 24 months after the grant date of stock option is the lock-in period, and the incentive object shall not exercise the right during the lock-in period; After the expiration of the lock-in period, when the company and the incentive object meet the relevant performance conditions, the right can be exercised by stages according to the following arrangements:
Exercise period exercise time exercise proportion
24 months from the date of grant (the second anniversary)
36.33% from the first trading day after the first exercise period to the grant date
Ending on the last trading day of the month
36 months from the date of grant (the third anniversary)
48.33% from the first trading day after the second exercise period to the grant date
Ending on the last trading day of the month
48 months from the date of grant (the fourth anniversary)
84.34% from the first trading day after the third exercise period to the grant date
Ending on the last trading day of the month
If the effective performance conditions of any period are not met, the stock option of the current period shall not be effective and shall be cancelled by the company.
6、 The stock options granted under the plan shall meet the following performance requirements (the completion of various performance indicators in relevant years shall be calculated according to the data of Cosco Shipping Holdings Co.Ltd(601919) relevant audited financial statements prepared in accordance with Chinese accounting standards):
(I) Cosco Shipping Holdings Co.Ltd(601919) average cash return on net assets shall not be lower than the target value described in the following table and not lower than the 75th percentile value of the benchmarking enterprise in the same period:
The first batch takes effect, the second batch takes effect, and the third batch takes effect
When this batch comes into effect, when the previous batch comes into effect, when the previous batch comes into effect, the average net asset cash back to average net asset cash back to average net asset cash return (EOE) not under reporting rate (EOE) not under reporting rate (EOE) not under reporting rate (EOE) not less than 12.15% in 13% in 14% in the first full financial year of the previous full financial year
(II) Cosco Shipping Holdings Co.Ltd(601919) the growth rate of net profit attributable to the owner of the parent company over the base period shall not be lower than the target value described in the following table and not lower than the 75th percentile value of the benchmark enterprise in the same period:
The first batch takes effect, the second batch takes effect, and the third batch takes effect
When this batch takes effect, the net profit attributable to the parent company in 2018, the net profit attributable to the owner of the parent company in 2018, the net profit attributable to the owner of the parent company in 2018 and the net profit attributable to the owner of the parent company in 2018 are taken as the benchmark, the previous completed profit is taken as the benchmark and the previous profit is taken as the benchmark, The net profit attributable to the parent company in the previous full financial year is higher than that in the base period. The net profit attributable to the owner of the company is not less than 8% and the profit growth rate is not less than 18% and not less than 30% compared with that in the base period
(III) Cosco Shipping Holdings Co.Ltd(601919) EVA achieves the assessment objectives described in the table below:
The first batch takes effect, the second batch takes effect, and the third batch takes effect
When this batch becomes effective, when the previous batch becomes effective, when the previous batch becomes effective, before
A full financial year a full financial year a full financial year
Degree of achievement group release degree of achievement group release degree of achievement group release
Economic value added economic value added economic value added
(EVA) assessment objective (EVA) assessment objective (EVA) assessment objective
And △ EVA is greater than 0 and △ EVA is greater than 0 and △ EVA is greater than 0
If the headquarters of the company or other units within the scope of the merger issue shares, convertible bonds and other behaviors that may have an impact on the company's net assets and the cash return on net assets during the validity period of this grant plan, the impact of such behaviors shall be eliminated when calculating the corresponding cash return on net assets when each batch of options become effective, and the assessment indicators related to the cash return on net assets in the assessment conditions of each year shall be adjusted accordingly, The adjustment plan shall be implemented after being deliberated and approved by the board of directors according to the specific situation.
The board of directors of the company has the right to adjust and modify the above performance indicators and levels according to the company's strategy, market environment and other relevant factors. All corresponding adjustments and modifications shall be reported to the SASAC of the State Council for the record.
7、 After the draft of the plan is prepared by the Remuneration Committee of the board of directors and submitted to the board of directors for approval, it can be implemented only after meeting the following conditions: the examination and approval of the SASAC of the State Council, the approval of the general meeting of shareholders of the company and other applicable regulatory approvals that may be required.
8、 When the general meeting of shareholders of the company votes on the equity incentive plan, it must provide on-site voting and online voting at the same time. Independent directors will solicit entrusted voting rights from all shareholders for the consideration of the equity incentive plan at the general meeting of shareholders.
9、 Within 60 days from the date when the plan is deliberated and approved by the general meeting of shareholders, the board of directors of the company grants stock options to qualified incentive objects, and completes registration, announcement and other relevant procedures.
10、 The funds required for the exercise of the incentive object are self raised. The company promises not to provide loans and other forms of financial assistance for the relevant rights and interests obtained by the incentive object according to the plan, including providing guarantee for its loans.
11、 The implementation of this plan will not result in the company's equity distribution not meeting the listing conditions.
catalogue
Chapter I interpretation seven
Chapter II purpose of stock option incentive plan ten
Chapter III determination basis, scope and verification of incentive objects ten
Chapter IV source, quantity and distribution of incentive tools and underlying stocks thirteen
Chapter V validity period, grant and exercise arrangement of stock options fifteen
Chapter VI exercise price and incentive income of stock options eighteen
Chapter VII conditions for granting and effectiveness of stock options twenty
Chapter VIII adjustment methods and procedures of stock options twenty-five
Chapter IX Rights and obligations of the company and incentive objects twenty-eight
Chapter X handling of special circumstances of stock option incentive plan thirty
Chapter XI accounting treatment of equity incentive plan and its impact on the company's operating performance thirty-four
Chapter XII formulation, approval, grant and exercise process of equity incentive plan thirty-six
Chapter XIII management and change of equity incentive plan forty
Chapter XIV disclosure of the implementation of the equity incentive plan forty-three
Chapter 15 Supplementary Provisions forty-six
Chapter I interpretation
Unless otherwise stated, the following terms and expressions appearing in this plan will be interpreted as follows:
This plan refers to Cosco Shipping Holdings Co.Ltd(601919) stock option incentive plan (Second Revision) (hereinafter referred to as stock option plan, this plan).
The company is also known as "the company" and "COSCO sea holding" refers to COSCO Shipping Holding Co., Ltd.
The group refers to China Ocean Shipping Group Co., Ltd., which is the indirect controlling shareholder of the company.
Stock option, also known as "option", refers to the right granted by the company to the incentive object to purchase a certain number of shares of the company at a predetermined price and conditions in a certain period of time in the future. The incentive object has the right to exercise this right and give up this right, but it shall not be used for transfer, pledge or debt repayment.
Incentive object refers to the granting object of stock options under the plan.
Grant refers to the act that the company grants stock options to incentive objects in accordance with the plan.
After the Japanese grant plan is deliberated and approved by the general meeting of shareholders of the company, the board of directors of the company shall confirm that the grant conditions are met and make an announcement. The date of announcement is the date of grant.
The exercise price refers to the price at which the incentive object purchases Cosco Shipping Holdings Co.Ltd(601919) A shares determined according to the plan.
Grant conditions refer to the stock options granted by the company to the incentive object according to the plan
Preconditions to be met.
Lock up period refers to the period from the grant date of stock option to the first vesting date.
Effective means that after the expiration of the lock up period, the stock option can begin to exercise when it meets the effective conditions.
The effective period refers to the period between the expiration of the lock period and the vesting date of each batch of options
Exercise period refers to the period from the effective date of the option to the last vesting date.
The term of validity refers to the period from the date of deliberation and approval of the plan by the general meeting of shareholders to the last vesting date.
Effective conditions refer to the conditions that must be met for the incentive object to exercise stock options according to the plan.
The general meeting of shareholders refers to the general meeting of shareholders of Cosco Shipping Holdings Co.Ltd(601919) , the general meeting of shareholders of class A shares and the general meeting of shareholders of class H shares.
Board of directors means the board of directors of Cosco Shipping Holdings Co.Ltd(601919) .
Board of supervisors refers to the board of supervisors of Cosco Shipping Holdings Co.Ltd(601919) .
Remuneration Committee refers to the Remuneration Committee of Cosco Shipping Holdings Co.Ltd(601919) board of directors.
SASAC refers to the people's Republic of China
