Securities code: 600021 securities abbreviation: Shanghai Electric Power Co.Ltd(600021) Shanghai Electric Power Co.Ltd(600021)
Initial stock option incentive plan
(Revised Draft)
Shanghai Electric Power Co.Ltd(600021)
January, 2002
statement
The company and all directors and supervisors guarantee that there are no false records, misleading statements or major omissions in the incentive plan and its summary, and bear individual and joint legal liabilities for its authenticity, accuracy and completeness. hot tip
1. The incentive 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 and the measures for the administration of equity incentive of listed companies Trial Measures for the implementation of equity incentive by state-controlled listed companies (domestic) (Guo Zi FA FA Pai [2006] No. 175), notice on issues related to regulating the implementation of equity incentive system by state-controlled listed companies (Guo Zi FA Pai [2008] No. 171) The guidelines for the implementation of equity incentive by listed companies controlled by central enterprises (gzkp [2020] No. 178) and other relevant laws, regulations and normative documents, as well as the articles of association of Shanghai Electric Power Co.Ltd(600021) (hereinafter referred to as ” Shanghai Electric Power Co.Ltd(600021) ” or “the company”).
2. The company does not have the following circumstances under which equity incentive shall not be implemented as stipulated in Article 7 of the measures for the administration of equity incentive of listed companies:
(1) An audit report with a negative opinion or unable to express an opinion on the financial and accounting report of the latest fiscal year issued by a certified public accountant;
(2) The internal control of the financial report of the most recent fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant;
(3) Failure to distribute profits in accordance with laws and regulations, the articles of association and public commitments within the last 36 months after listing;
(4) Equity incentive is not allowed according to laws and regulations;
(5) Other circumstances recognized by the CSRC.
3. The incentive objects of the incentive plan do not have the following circumstances that may not be incentive objects as stipulated in Article 8 of the measures for the administration of equity incentive of listed companies:
(1) Being identified as inappropriate by the stock exchange within the last 12 months;
(2) It has been identified as an inappropriate candidate by the CSRC and its dispatched offices within the last 12 months;
(3) Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations within the last 12 months;
(4) Those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law;
(5) Those who are not allowed to participate in equity incentive of listed companies according to laws and regulations;
(6) Other circumstances recognized by the CSRC.
4. The subject stock involved in the incentive plan is RMB A-share common stock, and each stock option has the right to purchase one share of the company’s stock at the exercise price during the validity period. The stock source of the plan is the company’s A-share common stock issued to the incentive object.
5. 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.
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.
6. The incentive objects granted for the first time in the incentive plan shall not exceed 160, including directors, senior managers, middle managers and core backbone personnel (excluding external directors, independent directors and supervisors). 7. The exercise price of the stock option granted for the first time in the incentive plan is RMB 12.81 per share.
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, distribution of stock dividends, division or reduction of shares, allotment of shares, dividend distribution, etc., the exercise price of stock options will be adjusted accordingly.
8. Exercise arrangement: the validity period of the incentive plan shall be calculated from the date of completion of stock option grant registration, and the maximum period shall not exceed 72 months.
The exercise period of stock options granted by the incentive plan and the exercise schedule of each period are shown in the table (including reservation):
Proportion of exercisable quantity in the number of options granted during the exercise period
The first exercise period shall be from the first trading day 24 months after the completion of grant registration to 33% of the grant
The last trading day within 36 months from the date of completion of registration
The second exercise period starts from the first trading day 36 months after the completion of grant registration to 33% of the grant
The last trading day within 48 months from the date of completion of registration
The third exercise period is from the first trading day 48 months after the completion of grant registration to 34% of the grant
The last trading day within 60 months from the date of completion of registration
9. The performance conditions for granting stock options under the incentive plan are as follows: the return on net assets (excluding non) in 2020 shall not be less than 4.0%; In 2020, the growth rate of net profit (non deduction) shall not be less than 8%; Complete the EVA assessment objectives issued by the board of directors in 2020; In 2020, the installed capacity of clean energy will account for no less than 45% of the total installed capacity. 10. The performance conditions for the exercise of stock options granted by the incentive plan are shown in the following table (including reservation):
Performance assessment conditions during exercise period
In 2022, the return on net assets shall not be less than 4.5%, and shall not be lower than the 75th percentile level or industry average level of benchmarking enterprises in the same industry;
In the first exercise period, the compound growth rate of net profit in 2022 compared with 2020 shall not be less than 11%, and shall not be lower than the 75th percentile level or industry average level of benchmarking enterprises in the same industry;
In 2022, the EVA assessment objectives issued by the board of directors will be completed, and △ EVA > 0;
In 2022, the proportion of clean energy installed capacity in the total installed capacity shall not be less than 54%.
In 2023, the return on net assets shall not be less than 5%, and shall not be lower than the 75th percentile level or industry average level of benchmarking enterprises in the same industry;
In the second exercise period, the compound growth rate of net profit in 2023 compared with 2020 shall not be less than 11%, and shall not be lower than the 75th percentile level or industry average level of benchmarking enterprises in the same industry;
In 2023, the EVA assessment objectives issued by the board of directors will be completed, and △ EVA > 0;
In 2023, the proportion of clean energy installed capacity in the total installed capacity shall not be less than 56%.
In 2024, the return on net assets shall not be less than 5.5%, and shall not be lower than the 75th percentile level or industry average level of benchmarking enterprises in the same industry;
In the third exercise period, the compound growth rate of net profit in 2024 compared with 2020 shall not be less than 11%, and shall not be lower than the 75th percentile level or industry average level of benchmarking enterprises in the same industry;
In 2024, the EVA assessment objectives issued by the board of directors will be completed, and △ EVA > 0;
In 2024, the installed capacity of clean energy will account for no less than 58% of the total installed capacity.
Note: the net profit growth rate refers to the net profit growth rate attributable to the shareholders of the listed company after deducting non recurring profits and losses, and the return on net assets refers to the weighted average return on net assets attributable to the shareholders of the listed company after deducting non recurring profits and losses.
11. The company promises not to provide loans and other forms of financial assistance for the incentive object to obtain relevant rights and interests under the incentive plan, including providing guarantee for its loans.
12. The company promises that the shareholders or actual controllers who individually or jointly hold more than 5% of the shares of the listed company and their spouses, parents and children do not participate in the incentive plan.
13. The incentive object promises that if the company does not comply with the arrangement for granting rights and interests or exercising rights and interests due to false records, misleading statements or major omissions in the information disclosure documents, the incentive object shall return all the benefits obtained from the equity incentive plan to the company after the relevant information disclosure documents are confirmed to have false records, misleading statements or major omissions.
14. The plan can be implemented only after it is approved by the state owned assets supervision and Administration Commission of the State Council and deliberated and approved by the Shanghai Electric Power Co.Ltd(600021) general meeting of shareholders. When voting on the plan at the general meeting of shareholders of the company, online voting shall be provided at the same time as on-site voting. Independent directors will solicit entrusted voting rights from all shareholders for the deliberation of the plan at the general meeting of shareholders.
15. Within 60 days from the date when the incentive plan is deliberated and approved by the general meeting of shareholders and the conditions for granting stock options are fulfilled, the company will convene the board of directors to grant the incentive objects and complete the registration, announcement and other relevant procedures. If the company fails to complete the above work within 60 days, the implementation of the incentive plan shall be terminated, and the stock options not granted shall become invalid.
16. After the implementation of the equity incentive plan, the equity distribution of the company will not meet the requirements of listing conditions.
catalogue
1、 Interpretation 7 II. Purpose of stock option incentive plan 8 III. management organization of stock option incentive plan 9 IV. determination basis and scope of incentive objects V. source, quantity and distribution of underlying stocks involved in the stock option incentive plan Vi. validity period, grant date, waiting period, vesting period and lock up period of stock option incentive plan 14 VII. Exercise price of stock options and determination method of exercise price 17 VIII. Conditions for granting rights and interests and exercising rights to incentive objects 18 IX. adjustment methods and procedures of stock option incentive plan 22 X. accounting treatment of stock options 24 Xi. Implementation procedures of stock option incentive plan 26 XII. Respective rights and obligations of the company / incentive object 29 XIII. Handling of changes in the company / incentive object 31 XIV. Supplementary Provisions thirty-four
Unless otherwise specified, the following words shall have the following meanings in this document:
Shanghai Electric Power Co.Ltd(600021) . The company and the company refer to Shanghai Electric Power Co.Ltd(600021) .
Stock option incentive plan and this incentive refers to the first stock option incentive plan of Shanghai Electric Power Co.Ltd(600021) .
Incentive plan, this plan
Stock options and options refer to the rights 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.
In this stock option incentive plan, the incentive objects of directors and senior managers of the company who obtain stock options refer to employees, 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.
According to the stock option incentive plan, the exercise of the stock options owned by the incentive object refers to the behavior. In this incentive plan, the exercise of the right is the behavior of the incentive object to purchase 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 incentive plan.
Exercise conditions refer to the conditions that must be met for the incentive object to exercise the stock option according to the stock option incentive plan.
Company law means the company law of the people’s Republic of China.
Securities Law
