Securities code: 600021 securities abbreviation: Shanghai Electric Power Co.Ltd(600021) Announcement No.: 2022-05
Shanghai Electric Power Co.Ltd(600021)
Summary announcement of the first phase of stock option incentive plan (Revised Draft)
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: stock option.
Share source: the company issues A-Shares of common stock to the incentive object.
The total number of stock options to be granted under the incentive plan is 25.49 million, accounting for about 0.97% of the total share capital of the company at the time of announcement of the incentive plan of 2617164197 shares. Among them, the number of stock options granted for the first time is 22.49 million, accounting for about 0.86% of the company’s total share capital of 2617164197 shares at the time of announcement of the incentive plan, and about 88.23% of the total equity granted by the incentive plan; 3 million shares are reserved, accounting for about 0.11% of the company’s total share capital of 2617164197 shares at the time of announcement of the incentive plan, and about 11.77% of the total equity granted by the incentive plan.
1、 Basic information of the company
(I) Company Profile
Shanghai Electric Power Co.Ltd(600021) (hereinafter referred to as ” Shanghai Electric Power Co.Ltd(600021) ” or “company”) is one of the most important listed companies of State Power Investment Group Co., Ltd. and one of the most important power energy enterprises in Shanghai. The company was jointly established by Shanghai Electric Power Company and China East China Electric Power Group Corporation as the sponsors with the approval of Ti gaisheng [1998] No. 42 document of the National Economic Reform Commission, and registered with Shanghai Administration for Industry and Commerce on June 4, 1998. With the approval of Zheng Jian FA FA Zi [2003] No. 123 document of China Securities Regulatory Commission, the company publicly issued 24 million RMB common shares on Shanghai Stock Exchange on October 14, 2003, and was officially listed and traded on Shanghai Stock Exchange on October 29 of the same year, with the stock code of 600021.
Shanghai Electric Power Co.Ltd(600021) is a witness to the birth of China’s electric power, a participant in the great development of China’s electric power, and an advocate of “dedicating green energy and serving the public”. On the basis of maintaining the sustainable development of the main business of thermal power, Shanghai Electric Power Co.Ltd(600021) has always been committed to the development of clean energy, new energy, modern power service industry and circular economy. The company has become a modern energy enterprise integrating high parameter and large capacity coal-fired thermal power generation, gas power generation, wind power, Cecep Solar Energy Co.Ltd(000591) power generation and distributed functions. The industrial layout covers East China and gradually expands overseas. The company adheres to ecological priority and green development and continues to optimize the energy structure. By the end of 2020, the company’s holding installed capacity was 16.7629 million KW, accounting for 49.13% of clean energy, a year-on-year increase of 3.05 percentage points. In the whole year, 946000 kilowatts of electricity were newly installed, all of which were clean energy. The industrial layout was further optimized. The holding installed capacity in the Yangtze River Delta accounted for 86.2% of China’s installed capacity, and the holding installed capacity in the Yangtze River Economic Belt accounted for 90.18% of China’s installed capacity.
At present, the total share capital of the company is 2617164200 shares. The largest shareholder of the company is State Power Investment Group Co., Ltd., with a direct shareholding ratio of 40.20% and a total direct shareholding and indirect shareholding ratio of 54.21%.
(II) main performance in recent three years
Unit: 10000 yuan currency: RMB
Main accounting data 2020 2019 2018
Operating income 2420283.78 2369003.46 2277866.54
Net profit attributable to shareholders of the listed company 88921.18 96237.66 275230.26
Deduction attributable to shareholders of listed companies is not 81333.09 55813.82 51646.72
Net profit from recurring profit and loss
Net cash flow from operating activities 727316.10 593013.22 654668.91
Main accounting data end of 2020 end of 2019 end of 2018
Net assets attributable to shareholders of the listed company 1961082.58 1905839.42 1609260.34
Total assets 12894683.68 11102271.74 9940013.61
Main financial indicators 2020 2019 2018
Basic earnings per share (yuan / share) 0.2900 0.3609 1.1103
Diluted earnings per share (yuan / share) 0.2900 0.3609 1.1103
Net assets per share (yuan / share) 6.2705 6.0594 6.0759
Weighted average return on net assets (%) 4.72 5.89 18.51
(III) composition of the company’s board of directors, board of supervisors and senior executives
1. Composition of the board of directors
The current board of directors of the company is composed of 14 directors: Chairman Hu Jiandong, directors Wei Juliang, Wang Haimin, Liu Hongliang, Nie Yitao, Wang Hao, Xu Ji and Guo Zhigang, and independent directors Gu Yufang, Rui Mingjie, Yue Kesheng, Tang Yiwen, Guo Yongqing and pan bin.
2. Composition of the board of supervisors
The current board of supervisors of the company consists of 6 supervisors, namely: Shou Rufeng, chairman of the board of supervisors, Qiu Lin, Chen Weimin, Zhang Chao, Yu Haiyan and Tang Bing.
3. Composition of senior management
There are 6 senior managers of the company, including Wei Juliang, Huang Chen, Xia Meixing, Zhai Deshuang, Chen Wenhao and Li Feng.
2、 Purpose of incentive plan implementation
In order to further improve the corporate governance structure of Shanghai Electric Power Co.Ltd(600021) , promote the company to establish and improve the incentive and restraint mechanism, fully mobilize the enthusiasm, sense of responsibility and sense of mission of the company’s managers and key personnel, effectively combine the interests of shareholders, the company and the personal interests of managers, pay common attention to the long-term development of the company and work together for it, In accordance with 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”), and the Trial Measures for the implementation of equity incentive by state-controlled listed companies (domestic) (Guo Zi FA FA FA FA FA FA Fa [2006] No. 175) (hereinafter referred to as the “No. 175 document”) Notice on issues related to standardizing the implementation of equity incentive system by state-owned holding listed companies (gzf [2008] No. 171) (hereinafter referred to as “document 171”), guidelines for the implementation of equity incentive by listed companies controlled by central enterprises (gzkp [2020] No. 178) (hereinafter referred to as “document 178”) The equity incentive plan is formulated in accordance with the relevant provisions of the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “administrative measures”) and the company’s current management systems such as salary system and performance appraisal system.
The plan adheres to the following principles:
1. Adhere to legal norms, openness and transparency, and abide by laws and regulations and the provisions of the articles of Association;
2. Adhere to safeguarding the interests of shareholders and the company, and promote the maintenance and appreciation of state-owned capital, which is conducive to the sustainable development of the company;
3. Adhere to the combination of incentive and restraint, the symmetry of risk and return, and moderately strengthen the incentive to the company’s management;
4. Adhere to proceeding from reality, start in a standardized way, step by step and constantly improve.
3、 Incentive method and source of underlying stock
The incentive mode of this incentive plan is stock option. The source of the underlying stock is the company’s A-share common stock issued to the incentive object.
4、 Number of stock options to be granted under the incentive plan
The total number of stock options to be granted under the incentive plan is 25.49 million, accounting for about 0.97% of the total share capital of the company at the time of announcement of the incentive plan of 2617164197 shares. Among them, the number of stock options granted for the first time is 22.49 million, accounting for about 0.86% of the total share capital of the company at the time of announcement of the incentive plan, accounting for about 88.23% of the total equity granted by the incentive plan; 3 million shares are reserved, accounting for about 0.11% of the company’s total share capital of 2617164197 shares at the time of announcement of the incentive plan, and about 11.77% of the total equity granted by the incentive plan. The total number of subject shares involved in all effective equity incentive plans shall not exceed 10% of the total share capital of the company.
The total equity granted by any incentive object participating in the incentive plan due to the company’s equity incentive plan and still within the validity period of the incentive plan does not exceed 1% of the total share capital of the company before the incentive plan is submitted to the general meeting of shareholders for deliberation.
During the period from the date of announcement of the 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, and the allotment of shares, the number of stock options and the total number of underlying shares involved will be adjusted accordingly according to the incentive plan.
5、 Scope of 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
The incentive objects of the plan are determined in accordance with the company law, securities law, administrative measures, Document No. 175, Document No. 171, Document No. 178, other relevant laws, regulations, normative documents and the articles of association, and in combination with the actual situation of the company.
2. Job basis for determining incentive objects
The incentive objects of the plan are the company’s directors, senior managers, middle managers and core backbone personnel (excluding external directors, independent directors and supervisors) when the plan is implemented.
(II) scope of incentive objects
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 incentive object of the reserved grant part shall be determined 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 of lawyers and the legal opinions are issued, the company shall accurately disclose the relevant information of the incentive object on the designated website in time 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.
(III) verification of incentive objects
1. After the incentive plan is reviewed and approved by the board of directors, the company shall publicize the names and positions of incentive objects internally for a period of not less than 10 days before the company holds the general meeting of shareholders.
2. The company shall conduct a self-examination on the trading of the company’s shares and their derivatives by insiders within 6 months before the announcement of the draft plan to explain whether there is insider trading. Those who buy and sell the company’s shares after knowing the inside information shall not become incentive objects, except for the circumstances that do not belong to insider trading as stipulated by laws, administrative regulations and relevant judicial interpretations. If insider trading occurs due to the disclosure of insider information, it shall not become an incentive object. 3. The board of supervisors of the company will review the list of incentive objects, fully listen to the publicity opinions, and disclose the explanation of the board of supervisors on the review and publicity of the list of incentive objects 5 days before the general meeting of shareholders of the company considers the incentive plan. The list of incentive objects adjusted by the board of directors of the company shall also be verified by the board of supervisors of the company.
(IV) distribution of stock options granted to incentive objects
The distribution of stock options granted by the incentive plan among incentive objects is shown in the table below:
Share options granted in total share capital
Name job quantity proportion
(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
