A share code: 601390 a share abbreviation: China Railway Group Limited(601390) Announcement No.: pro 2022-006 H share code: 00390 H share abbreviation: China Railway Group Limited(601390)
China Railway Group Limited(601390)
Announcement on granting restricted shares to the incentive objects of the company’s restricted stock incentive plan in 2021 for the first time
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:
First grant date of restricted shares: January 17, 2022
Number of restricted shares granted for the first time: 180 million shares
Initial grant price of restricted stock: 3.55 yuan / share
The restricted stock grant conditions specified in the China Railway Group Limited(601390) 2021 restricted stock incentive plan (Draft) (hereinafter referred to as the “incentive plan (Draft)” or the “incentive plan”) have been fulfilled. According to the second extraordinary general meeting of shareholders in 2021 With the authorization of the first A-share shareholders’ meeting in 2021 and the first H-share shareholders’ meeting in 2021, the company held the 13th meeting of the Fifth Board of directors on January 17, 2022 to consider and adopt the proposal on granting restricted shares to the incentive objects of the company’s restricted stock incentive plan in 2021 for the first time, It is determined that the first grant date of restricted shares is January 17, 2022. The relevant matters are described as follows:
1、 Relevant approval procedures and information disclosure performed
1. November 22, 2021, The 11th meeting of the 5th board of directors of the company deliberated and approved the proposal on , the proposal on , and the proposal on Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s restricted stock incentive plan, etc. The independent directors of the company expressed their independent opinions on the relevant proposals of the incentive plan.
On the same day, The 7th Meeting of the 5th board of supervisors of the company deliberated and adopted the proposal on , the proposal on , the proposal on , and the proposal on < China Railway Group Limited(601390) Proposal on granting the list of incentive objects under the restricted stock incentive plan in 2021, etc. The board of supervisors of the company checked the relevant matters of the incentive plan and issued verification opinions.
See the details above on the website of Shanghai Stock Exchange (www.sse. Com. CN.) on November 23, 2021 Relevant announcements disclosed.
2. On December 14, 2021, the company opened the website of Shanghai Stock Exchange (www.sse. Com. CN.) The announcement on the public solicitation of entrusted voting rights by independent directors (Announcement No.: p.2021-062) was disclosed. According to the entrustment of other independent directors of the company, Mr. Xiu long, the independent director, as the soliciter, made comments on the second extraordinary general meeting of the company in 2021, the first meeting of class a shareholders in 2021 The relevant proposals of the incentive plan considered at the first H-share shareholders’ meeting in 2021 solicited entrusted voting rights from all shareholders of the company.
3. On December 14, 2021, the company opened the website of Shanghai Stock Exchange (www.sse. Com. CN.) It disclosed the announcement on the approval of the restricted stock incentive plan by the state owned assets supervision and Administration Commission of the State Council (Announcement No.: p.2021-060), and the company received the reply on China Railway Group Limited(601390) the implementation of the restricted stock incentive plan (Guo Zi kaofen [2021] No. 597) from the state owned assets supervision and Administration Commission of the State Council, In principle, the company is approved to implement the restricted stock incentive plan. 4. From November 30, 2021 to December 9, 2021, the company publicized the names and positions of the proposed incentive objects of the incentive plan. As of the expiration of the publicity period, the board of supervisors of the company has not received any objection from any employee to the proposed incentive object. On December 24, 2021, the company opened the website of Shanghai Stock Exchange (www.sse. Com. CN.) The board of supervisors’ verification opinions and publicity statement on the list of incentive objects of the company’s restricted stock incentive plan in 2021 (Announcement No.: p.2021-066) were disclosed on the.
5. The company has taken sufficient and necessary confidentiality measures for the restricted stock incentive plan in 2021. At the same time, it has made necessary registration for the insiders of the incentive plan, and conducted self-examination on the trading of the company’s shares by the insiders of the incentive plan within 6 months before the announcement of the draft incentive plan. No stock trading using the inside information is found. On December 24, 2021, the company opened the website of Shanghai Stock Exchange (www.sse. Com. CN.) The announcement on the inquiry results of insider trading of the company’s shares by insiders of the company’s restricted stock incentive plan in 2021 (Announcement No.: pro 2021-067) was disclosed on the.
6. On December 30, 2021, The company held the second extraordinary general meeting of shareholders in 2021, deliberated and passed the proposal on , the proposal on , and the proposal on Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s restricted stock incentive plan and proposal on granting restricted shares to the company’s connected persons under the Securities Listing Rules of the stock exchange of Hong Kong Limited under the restricted stock incentive plan in 2021; Hold the first class a shareholders’ meeting in 2021, The proposal on , the proposal on , and the proposal on , were reviewed and adopted Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s restricted stock incentive plan.
On January 12, 2022, the company held the first H-share shareholders’ meeting in 2021, The proposal on , the proposal on , and the proposal on , were reviewed and adopted Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s restricted stock incentive plan. 7. On January 17, 2022, the company held the 10th meeting of the 5th board of supervisors and the 13th meeting of the 5th board of directors respectively, and deliberated and adopted the proposal on granting restricted shares to the incentive objects of the company’s restricted stock incentive plan in 2021 for the first time. The independent directors of the company expressed their independent opinions and believed that the grant conditions had been met, the subject qualification of the incentive object was legal and effective, and the determined grant date met the relevant provisions. The board of supervisors checked the list of incentive objects on the grant date and issued verification opinions.
2、 Notes of the board of directors on meeting the grant conditions
In accordance with the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “measures”), the Trial Measures for the implementation of equity incentive by state-controlled listed companies (domestic) (hereinafter referred to as the “Trial Measures”), and the notice on issues related to regulating the implementation of equity incentive system by state-controlled listed companies (hereinafter referred to as the “notice”) After careful verification, the board of directors of the company considers that the grant conditions specified in the incentive plan have been met. The specific conditions of grant are as follows:
(I) the company is not under any of the following circumstances:
1. The financial accounting 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;
2. The internal control of the financial report of the latest 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 prohibited by laws and regulations;
5. Other circumstances recognized by the CSRC.
(II) the incentive object does not have any of the following circumstances:
1. Being identified as inappropriate by the stock exchange within the last 12 months;
2. Being identified as inappropriate 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 in the last 12 months;
4. The company is not allowed to serve as a director or senior manager of the company as stipulated in the company law; 5. Those who are not allowed to participate in the equity incentive of Listed Companies in accordance with laws, regulations and relevant provisions;
6. Other circumstances recognized by the CSRC.
(III) the company’s performance assessment conditions meet the following requirements:
1. The average growth rate of net profit from 2018 to 2020 shall not be less than 11.75%;
2. The average return on net assets from 2018 to 2020 shall not be less than 9.86%;
3. The economic value added (EVA) assessment target of SASAC of the State Council will be completed in 2020.
In principle, the above net profit growth rate and return on net assets shall not be lower than the average level of the same industry or the 50th percentile level of benchmarking enterprises. The average performance of “the same industry” is the average performance of all A-share listed companies in the “construction industry – civil engineering construction industry”.
The return on net assets used in calculating the above indicators in the plan refers to the weighted average return on net assets after excluding non recurring profits and losses; Net profit refers to the net profit attributable to the shareholders of the listed company after excluding non recurring profits and losses.
(IV) individual performance assessment of incentive objects
The individual performance appraisal results of the incentive object in 2020 are competent and above.
In conclusion, the board of Directors believes that the conditions for the grant of restricted shares have been met.
3、 Status of this grant
1. Grant date: January 17, 2022.
2. Number of shares granted: 180 million shares.
3. Number of persons granted: 732.
4. Grant price: 3.55 yuan / share.
5. Stock source: the company issues the company’s A-share common stock to the incentive object.
6. Validity period, sales restriction period and arrangement for lifting sales restriction:
(1) The validity period of the incentive plan shall be no more than 72 months from the completion of the registration of the restricted shares granted for the first time to the date when all the restricted shares granted to the incentive object are lifted or repurchased and cancelled.
(2) The restricted sale periods of restricted shares granted under the incentive plan are 24 months, 36 months and 48 months respectively from the date of completion of registration of the corresponding granted part of restricted shares. The restricted shares granted to the incentive object under the incentive plan shall not be transferred, used for guarantee or debt repayment before the restriction is lifted. After the expiration of the restriction, the company shall handle the lifting of the restriction for the incentive objects who meet the conditions for lifting the restriction. The restricted shares held by the incentive objects who do not meet the conditions for lifting the restriction shall be repurchased and cancelled by the company.
(3) The release period of restricted shares granted for the first time and reserved under the incentive plan and the release schedule of each period are shown in the table below:
Release period release time release proportion
The first one is the first 24 months after the completion of the registration of the corresponding part of the restricted shares
36 months from the trading date of lifting the restriction period to the date of completion of registration of corresponding restricted shares 1 / 3
On the last trading day of the;
The second is the first 36 months after the completion of the registration of the corresponding part of the restricted shares
48 months from the trading date of the lifting of the restriction period to the completion of the registration of the corresponding part of the restricted shares 1 / 3
On the last trading day of the;
The third is the first 48 months after the completion of the registration of the corresponding part of the restricted shares
60 months from the trading date of lifting the restriction period to the date of completion of registration of corresponding restricted shares 1 / 3
On the last trading day of the.
7. List of incentive objects and awards:
Name position granted amount granted amount granted amount granted amount granted amount granted amount granted total a
(10000 shares) percentage of total share capital
Kong Dun, vice president and chief engineer 40.00 0.20% 0.0020%
Ma Jiangqian, vice president and chief economist
