Securities code: 600021 securities abbreviation: Shanghai Electric Power Co.Ltd(600021) Announcement No.: 2022-04
Shanghai Electric Power Co.Ltd(600021) about
Announcement on the revision of the first stock option incentive plan (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.
Shanghai Electric Power Co.Ltd(600021) (hereinafter referred to as "the company") convened the third meeting of the eighth board of directors and the third meeting of the eighth board of supervisors on November 30, 2021, deliberated and adopted the proposal on the first phase of stock option incentive plan (Draft) (hereinafter referred to as "incentive plan (Draft)") and its summary.
According to the suggestions of relevant government departments and in combination with the actual situation of the company, the incentive plan (Draft) and other relevant documents have been revised.
On January 13, 2022, the company held the first interim meeting of the board of directors in 2022 and the first interim meeting of the board of supervisors in 2022 respectively, and deliberated and adopted the proposal on the first phase of stock option incentive plan (Revised Draft) (hereinafter referred to as "incentive plan (revised draft)") and its summary. The independent directors of the company have expressed their independent opinions on relevant matters, and the board of supervisors of the company has expressed their opinions on whether the revised incentive plan (Revised Draft) is conducive to the sustainable and healthy development of the company and whether it damages the interests of the company and all shareholders.
1、 Major revisions
(I) number of incentive objects
Before revision:
The number of incentive objects granted by the incentive plan for the first time shall not exceed 159.
Revised:
The number of incentive objects granted by the incentive plan for the first time shall not exceed 160.
The incentive plan (Revised Draft) and the summary have revised the above contents.
(II) number of awards and distribution among incentive objects
Before revision:
The total number of stock options to be granted under the incentive plan is 49.79 million, accounting for about 1.90% of the total share capital of the company at the time of announcement of the draft incentive plan of 2617164197 shares. Among them, the number of stock options granted for the first time is 46.79 million, accounting for about 1.79% of the total share capital of the company at the time of announcement of the draft incentive plan, accounting for about 93.97% of the total equity granted by the incentive plan; 3 million copies are reserved, accounting for about 0.11% of the company's total share capital of 2617164197 shares at the time of announcement of the draft incentive plan, and about 6.03% of the total equity granted by the incentive plan.
The distribution of restricted shares granted by the 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 45 0.90 0.02
Wei Juliang, director and general manager 45 0.90 0.02
Huang Chen, deputy general manager 37 0.74 0.01
Xia Meixing, deputy general manager and Secretary of the board of directors 37 0.74 0.01
Zhai Deshuang, deputy general manager 37 0.74 0.01
Chen Wenhao, deputy general manager and chief accountant 37 0.74 0.01
Li Feng, deputy general manager 37 0.74 0.01
Middle managers (114 in total) 3720 74.71 1.42
Core backbone personnel (38 in total) 684 13.74 0.26
Total number of First grants (159 persons) 4679 93.97 1.79
Reserved 300 6.03 0.11
Total 4979 100.00 1.90
Revised:
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.
The distribution of restricted shares granted by the 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
The incentive plan (Revised Draft) and the summary have revised the above contents.
(III) exercise price and determination method of exercise price
Before revision:
(I) exercise price of stock option granted for the first time
The exercise price of the stock option granted for the first time is 10.12 yuan / share, that is, after meeting the exercise conditions, the incentive object can purchase the company's A-share common stock issued by the company to the incentive object at the price of 10.12 yuan per share;
(II) method for determining the exercise price of stock options granted for the first time
The exercise price of the first granted stock option shall not be lower than the par value of the stock, and shall not be lower than the higher of the following prices: 1. The average trading price of the company's stock on the trading day before the announcement of the draft incentive plan is 10.12 yuan per share; 2. The average trading price of the company's shares 20 / 60 / 120 trading days before the announcement of the draft incentive plan is 9.40 yuan per share.
Revised:
(I) exercise price of stock option granted for the first time
The exercise price of the stock option granted for the first time is 12.81 yuan / share, that is, after meeting the exercise conditions, the incentive object can purchase the company's A-share common stock issued by the company to the incentive object at the price of 12.81 yuan per share;
(II) method for determining the exercise price of stock options granted for the first time
The exercise price of the first granted stock option shall not be lower than the par value of the stock, and shall not be lower than the higher of the following prices: 1. The average trading price of the company's stock on the trading day before the announcement of the revised draft of the incentive plan is 12.81 yuan per share;
2. The average trading price of the company's shares 20 / 60 / 120 trading days before the announcement of the revised draft of the incentive plan is 11.22 yuan per share.
The incentive plan (Revised Draft) and the summary have revised the above contents.
(IV) accounting treatment of stock options
Before revision:
The company selected the Black Scholes model to calculate the fair value of options, and predicted the fair value of 46.79 million stock options granted for the first time (formal calculation at the time of grant): the total value of stock options is 99.6627 million yuan.
According to the relevant provisions of accounting standards for Business Enterprises No. 11 - share based payment and accounting standards for Business Enterprises No. 22 - recognition and measurement of financial instruments, the company takes the Black Scholes model (B-S model) as the pricing model. The company calculates that the fair value of each stock option is about [2.13] yuan. The specific parameters are as follows:
1. Underlying stock price: 10.38 yuan / share (assumed closing price on the grant date)
2. Exercise price: 10.12 yuan / share
3. Validity period: 3.5 years (expected period = ∑ effective proportion of each batch) × Expected exercise time of this batch = (33% * 30 + 33% * 42 + 34% * 54) / 12 = 3.5)
4. Historical volatility: 20.5913% (using the volatility of Shanghai Electric Power Co.Ltd(600021) stocks in recent one year)
5. Risk free interest rate: 2.5864% (using the three-year maturity yield of treasury bonds)
6. Dividend rate: 0% (take 0 as the dividend rate specified by SASAC)
Assuming that the company grants options at the beginning of January 2022, the amortization of option costs from 2022 to 2025 is shown in the following table:
Number of options granted for the first time share based payment fee 2022 2023 2024 2025
(10000 copies) Total (10000 yuan) (10000 yuan) (10000 yuan) (10000 yuan) (10000 yuan)
4,679 9,966.27 3,587.86 3,587.86 1,943.42 847.13
Revised:
The company chose the Black Scholes model to calculate the fair value of the options, and predicted the fair value of the 22.49 million stock options granted for the first time (formally calculated at the time of grant): the total value of the stock options was 87.2612 million yuan.
According to the relevant provisions of accounting standards for Business Enterprises No. 11 - share based payment and accounting standards for Business Enterprises No. 22 - recognition and measurement of financial instruments, the company takes the Black Scholes model (B-S model) as the pricing model. The company calculates that the fair value of each stock option is about 3.88 yuan. The specific parameters are as follows:
1. Underlying stock price: 12.83 yuan / share (assumed closing price on the grant date)
2. Exercise price: 12.81 yuan / share
3. Validity period: 3.5 years (expected period = ∑ effective proportion of each batch) × Expected exercise time of this batch = (33% * 30 + 33% * 42 + 34% * 54) / 12 = 3.5)
4. Historical volatility: 36.9265% (using Shanghai Electric Power Co.Ltd(600021) this incentive plan, 23 benchmarking enterprises, nearly 3.5%
