Securities code: 600021 company abbreviation: Shanghai Electric Power Co.Ltd(600021) Shanghai Rongzheng Investment Consulting Co., Ltd
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Shanghai Electric Power Co.Ltd(600021)
Of the first stock option incentive plan (Revised Draft)
Independent financial advisor Report
January 2022
catalogue
1、 Interpretation 3 II. Statement 5 III. basic assumptions 6 IV. main contents of the plan 7 (I) equity incentive objects and distribution 7 (II) number of stock options granted 8 (III) source of underlying stock 8 (IV) validity period, grant date, waiting period, vesting period and lock up period of stock option incentive plan 8 (V) exercise price of stock options and determination method of exercise price 10 (VI) conditions for granting rights and interests and exercising rights to incentive objects 11 (VII) other contents of the incentive plan 14 v. opinions of independent financial adviser 15 (I) verification opinions on whether the plan complies with policies and regulations 15 (II) verification opinions on the feasibility of the company’s equity incentive plan 15 (III) verification opinions on the scope and qualification of incentive objects 16 (IV) verification opinions on the amount of equity granted under the plan 16 (V) verification opinions on the determination method of equity grant price of the plan 17 (VI) verification opinions on whether the listed company provides any form of financial assistance to the incentive object 18 (VII) verification opinions on whether there is any situation damaging the interests of the listed company and all shareholders in the plan 18 (VIII) financial opinions on the implementation of equity incentive plan of the company 19 (IX) opinions on the impact of the company’s implementation of equity incentive plan on the sustainable operation ability and shareholders’ equity of listed companies 19 (x) opinions on the rationality of the performance appraisal system and methods of listed companies 20 (XI) other matters that should be explained 20 VI. documents for future reference and consultation methods 21 (I) documents for future reference 21 (II) consultation method 21 I. interpretation
Shanghai Electric Power Co.Ltd(600021) . The company and the company refer to Shanghai Electric Power Co.Ltd(600021)
This plan, this incentive plan and stock refer to Shanghai Electric Power Co.Ltd(600021) the first stock option incentive plan and option incentive plan
The listed company grants the incentive object the right to purchase a certain number of shares of the company at a predetermined price, option index and conditions within a certain period of time in the future.
The directors and senior incentive objects of the company who obtain stock options in the stock option incentive plan refer to managers, middle-level managers and core backbone personnel (excluding external directors, independent directors and supervisors)
Grant date refers to the date on which the company grants stock options to incentive objects, and the grant date must be the trading day
The validity period refers to the period from the date when the registration of stock option grant is completed to the date when all stock options are exercised or cancelled
The waiting period refers to the time between the date when the registration of stock option grant is completed and the date when the stock option is exercisable
According to the stock option incentive plan, the incentive object exercises the stock exercise right. In this plan, exercise is the incentive object’s behavior of purchasing 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 its rights. The exercisable date must be the trading day
The exercise price refers to the price at which the incentive object purchases the company’s shares as determined in the plan
According to the stock option incentive plan, the incentive object must meet the conditions referred to in the exercise conditions to exercise the stock option
Company law means the company law of the people’s Republic of China
Securities Law means the securities law of the people’s Republic of China
The Administrative Measures refer to the administrative measures for equity incentive of listed companies
Trial Measures for the implementation of equity incentive by state-owned holding listed companies (domestic) Document No. 175 refers to (gzfgd [2006] No. 175)
Document No. 171 refers to the notice on issues related to regulating the implementation of equity incentive system by state-controlled listed companies (gzffd [2008] No. 171)
Guidelines for the implementation of equity incentive by listed companies controlled by central enterprises (GZ Document No. 178 refers to kaofen [2020] No. 178)
Articles of association means the Shanghai Electric Power Co.Ltd(600021) articles of association
SASAC of the State Council refers to the state owned assets supervision and Administration Commission of the State Council
CSRC refers to the Securities Regulatory Commission of the people’s Republic of China
Stock exchange means Shanghai Stock Exchange
Yuan means RMB yuan
2、 Statement
The independent financial advisor hereby makes the following statement on this report:
(I) the documents and materials on which the independent financial adviser’s report is based are provided by Shanghai Electric Power Co.Ltd(600021) . All parties involved in the plan have guaranteed to the independent financial adviser that all the documents and materials provided for issuing the independent financial adviser’s report are legal, true, accurate, complete and timely, without any omission, false or misleading statements, and are responsible for their legality, authenticity Be responsible for accuracy, completeness and timeliness.
The independent financial advisor shall not bear any risk liability arising therefrom.
(II) the independent financial adviser only expresses opinions on whether the plan is fair and reasonable to Shanghai Electric Power Co.Ltd(600021) shareholders, the impact on shareholders’ rights and interests and the sustainable operation of the listed company, does not constitute any investment suggestions for Shanghai Electric Power Co.Ltd(600021) , and does not bear any responsibility for the possible risks arising from any investment decisions made by investors according to the report.
(III) the independent financial advisor has not entrusted or authorized any other institution or individual to provide information not listed in the independent financial advisor’s report and make any explanation or explanation to the report.
(IV) the independent financial consultant requests all shareholders of the listed company to carefully read the relevant information about the plan publicly disclosed by the listed company.
(V) based on the principle of being diligent, prudent and responsible to Shanghai Electric Power Co.Ltd(600021) all shareholders, the independent financial consultant has conducted in-depth investigation on the matters involved in the plan and carefully reviewed the relevant materials. The scope of investigation includes the articles of association, salary management measures, relevant resolutions of the board of directors, the general meeting of shareholders, relevant financial reports of the company The company’s production and operation plan, and has effectively communicated with the relevant personnel of the listed company. On this basis, the independent financial adviser has issued this report, and is responsible for the authenticity, accuracy and completeness of the report.
This report is prepared in accordance with the company law, securities law, administrative measures, Document No. 175 and other laws, regulations and normative opinions, and based on the relevant materials provided by the listed company.
3、 Basic assumptions
The independent financial advisor’s report issued by the financial advisor is based on the following assumptions:
(I) there is no significant change in the current relevant national laws, regulations and policies;
(II) the information on which the independent financial adviser is based is authentic, accurate, complete and timely; (III) the relevant documents issued by the listed company for the plan are true and reliable;
(IV) there are no other obstacles to the plan, and all agreements involved can be effectively approved and finally completed on schedule;
(V) all parties involved in the plan can fully perform all obligations in good faith in accordance with the plan and relevant agreements;
(VI) there is no significant adverse impact caused by other unpredictable and force majeure factors.
4、 Main contents of the plan
The first phase of Shanghai Electric Power Co.Ltd(600021) stock option incentive plan is formulated by the salary and assessment committee under the board of directors of the listed company. It is a long-term incentive plan for the company’s core employees according to the current policy environment in China and the actual situation of Shanghai Electric Power Co.Ltd(600021) . This report of the independent financial adviser will give professional opinions on the plan. (I) equity incentive objects and distribution
The incentive objects granted by the plan for the first time shall not exceed 160, including directors, senior managers, middle managers and core backbone personnel of the company.
The incentive objects of the incentive plan do not include external directors, 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, directors and senior managers must be elected by the general meeting of shareholders or appointed by the board of directors of the company. All incentive objects must have an employment relationship with the company or its subsidiaries or hold positions in the company or its subsidiaries.
All incentive objects participating in the incentive plan shall not participate in the equity incentive plan of any other listed company at the same time. Those who have participated in the equity incentive plan of any other listed company shall not participate in the incentive plan.
The distribution of stock options granted by the incentive plan among incentive objects is shown in the table below:
Proportion of stock options granted to the total amount granted to the total share capital
(10000 copies) (%)
Chairman Hu Jiandong 24 0.94 0.01
Wei Juliang, director and general manager 24 0.94 0.01
Huang Chen, deputy general manager 20 0.78 0.01
Xia Meixing, deputy general manager and Secretary of the board of directors 20 0.78 0.01
Zhai Deshuang, deputy general manager 20 0.78 0.01
Chen Wenhao, deputy general manager and chief accountant 20 0.78 0.01
Li Feng, deputy general manager 20 0.78 0.01
Middle managers (115 in total) 1797 70.50 0.69
Core backbone personnel (38 in total) 304 11.93 0.12
Total number of First grants (160 persons) 2249 88.23 0.86
Reserved 300 11.77 0.11
Total 2549 100.00 0.97
Note: 1. The incentive objects of this plan do not participate in the equity incentive plans of two or more listed companies. The incentive objects do not include external directors, 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.
2. During the validity period of the plan, the expected income level of individual equity incentive of senior managers shall be controlled within 40% of their total salary level (including expected equity income). The general 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.
3. The difference in mantissa between the sum of the above total and each detailed number is caused by rounding. (II) grant of stock options
