Securities abbreviation: Shanxi Meijin Energy Co.Ltd(000723) securities code: 000723 Shanxi Meijin Energy Co.Ltd(000723)
Restricted stock incentive plan for 2022
(Draft)
Shanxi Meijin Energy Co.Ltd(000723)
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.
All incentive objects of the company promise 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 objects 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.
hot tip
1. This restricted stock incentive plan (hereinafter referred to as “the incentive plan” or “the plan”) is mainly based on the company law of the people’s Republic of China (hereinafter referred to as “the company law”) and the securities law of the people’s Republic of China (hereinafter referred to as “the Securities Law”) The measures for the administration of equity incentive of listed companies (hereinafter referred to as the “measures”) and other relevant laws, regulations and normative documents, as well as the Shanxi Meijin Energy Co.Ltd(000723) articles of Association (hereinafter referred to as the “articles of association”).
2. The incentive tool adopted in this incentive plan is restricted stock. The source of stock is the directional issuance of new shares by the company to the incentive object, and the type of underlying stock involved is RMB A-share common stock.
3. The total amount of restricted shares to be granted to the incentive objects in the plan is 60 million shares, accounting for 1.41% of the total share capital of the company at the time of announcement of the draft incentive plan. There is no reserved share in the incentive plan.
The total number of underlying shares involved in the plan shall not exceed 10% of the total share capital of the company when the plan is announced. The number of restricted shares granted to any incentive object in the plan shall not exceed 1% of the total share capital of the company when the plan is announced. Except for the plan, the company has no other equity incentive plan still in effect.
4. The total number of incentive objects granted by the incentive plan is 622. The incentive objects include some directors, senior managers, middle managers and Backbone of core business (Technology) and personnel in key positions (excluding independent directors, supervisors, shareholders individually or jointly holding more than 5% of the company’s shares, actual controllers and their spouses, parents and children). At present, the incentive object does not participate in the equity incentive plan of other listed companies at the same time, and the incentive object complies with the provisions of the administrative measures.
5. The grant price of restricted shares granted by the incentive plan is 6.96 yuan per share, and the grant price shall not be lower than 50% of the average trading price of the company’s shares on the trading day before the publication of the draft plan and 50% of the average trading price of the company’s shares on the trading days before 20, 60 and 120, whichever is higher.
During the period from the date of announcement of the incentive plan to the completion of the restricted stock registration of the incentive object, if the company’s capital reserve is converted into share capital, stock dividends are distributed, shares are subdivided or reduced, shares are allotted and dividends are distributed, the grant price of restricted shares will be adjusted accordingly.
6. The validity period of the plan shall be no more than 36 months from the date of completion of the registration of the grant of restricted shares to the date when all the restricted shares granted to the incentive object are lifted or repurchased and cancelled.
If the restricted shares granted under the plan meet the conditions for lifting the restrictions after 12 months from the date of registration of the grant, the restrictions can be lifted in two phases according to the proportion of 50% and 50% in the next 24 months.
During the restricted sale period, the incentive object does not enjoy the following rights of the restricted shares granted, including but not limited to the right to control the restricted shares to obtain benefits by means of transfer, guarantee or debt repayment.
7. On the premise that the incentive object achieves the performance appraisal at the company level and the individual level at the same time, the sales restriction can be lifted according to the proportion agreed in the incentive plan. The performance evaluation objectives of each year for the release of restricted shares granted are shown in the table below:
Performance assessment objectives during the lifting of sales restrictions
The first sales restriction lifting period is based on the three-year average net profit from 2019 to 2021, and the growth rate of the company’s net profit in 2022 is not less than 5%
The second lifting period is based on the three-year average net profit from 2019 to 2021, and the growth rate of the company’s net profit in 2023 is not less than 10%
Note: the above net profit assessment indicators are based on the audited net profit attributable to the shareholders of the listed company, excluding the impact of the implementation of the equity incentive plan and the subject matter of future major asset restructuring. If the net profit recognition and measurement methods change due to changes in relevant laws and regulations, the base for 2019-2021 shall be adjusted accordingly.
8. The company does not have the following circumstances under which equity incentive shall not be implemented as stipulated in Article 7 of the management measures:
(1) An audit report with a negative opinion or unable to express an opinion on the financial and accounting report of the most recent 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.
9. The incentive object of the incentive plan does not have the following circumstances that cannot be the incentive object specified in Article 8 of the administrative measures: (1) it has been identified as an inappropriate candidate by the stock exchange in 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 in 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.
10. The company promises not to provide loans or any other form of financial assistance for the incentive object to obtain relevant restricted shares according to the incentive plan, including providing guarantee for its loans.
11. The incentive plan can be implemented only after being deliberated and approved by the general meeting of shareholders of the company.
12. If the incentive plan is reviewed and approved by the general meeting of shareholders of the company and meets the granting conditions specified in the incentive plan, the company shall convene the board of directors to grant the incentive object according to relevant regulations and complete the registration, announcement and other relevant procedures within 60 days from the date of the review and approval of the incentive plan by the general meeting of shareholders of the company.
If the company fails to complete the above work within 60 days, the implementation of the plan shall be terminated, and the non granted restricted shares shall become invalid. According to the administrative measures, the period during which a listed company may not grant restricted shares shall not be counted within 60 days.
13. The implementation of this incentive plan will not result in the equity distribution not meeting the listing conditions.
catalogue
Declare that 1 special tips Chapter 1 interpretation Chapter II purpose of implementing incentive plan and management organization Chapter III determination basis and scope of incentive objects Chapter IV source, quantity and distribution of equity incentive plan Chapter V validity period, grant date, restriction period, lifting of restriction arrangement and lock up period of restricted stock incentive plan Chapter VI grant price of restricted stock incentive plan and determination method of grant price Chapter VII conditions for granting restricted shares and conditions for lifting sales restrictions Chapter VIII implementation procedures of restricted stock incentive plan Chapter IX adjustment methods and procedures of restricted stock incentive plan Chapter X accounting treatment of restricted stocks and its impact on the company’s performance Chapter 11 rights and obligations of the company and incentive objects Chapter XII handling of changes in the company and incentive objects Chapter XIII principles for repurchase and cancellation of restricted shares 32 chapter XIV Supplementary Provisions thirty-four
Chapter I interpretation
Unless otherwise specified, the following words shall have the following meanings in this document:
Shanxi Meijin Energy Co.Ltd(000723) . The company refers to Shanxi Meijin Energy Co.Ltd(000723)
This incentive plan and this plan refer to Shanxi Meijin Energy Co.Ltd(000723) 2022 restricted stock incentive plan
According to the conditions specified in the incentive plan, the company grants a certain number of restricted shares to incentive objects, which refer to the company’s shares. These shares are set with a certain period of restricted sales period. The restricted sales and circulation can be lifted only after the conditions for lifting the restricted sales specified in the incentive plan are met
The directors and incentive objects of the company or subsidiaries who obtain restricted shares in accordance with the incentive plan refer to senior managers, middle managers, core technicians, backbone business personnel and personnel in key positions
The grant date refers to the date on which the company grants restricted shares to the incentive object, and the grant date must be the trading day
Grant price refers to the price of each restricted stock granted by the company to the incentive object
The restricted sale period refers to the period during which the restricted shares granted to the incentive object under the incentive plan are prohibited from being transferred
The date of lifting the restriction on sales refers to the date on which the restricted shares held by the incentive object are unlocked after the completion of the conditions for lifting the restriction on sales specified in the incentive plan
The release period refers to the period during which the restricted shares held by the incentive object can be released and listed for circulation after the release conditions specified in the incentive plan are met
The conditions for lifting the restriction on sale refer to the conditions that must be met to lift the restriction on sale of the equity obtained by the incentive object according to the incentive plan
Company Law refers to 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
Articles of association means the Shanxi Meijin Energy Co.Ltd(000723) articles of association
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shenzhen Stock Exchange
RMB / ten thousand yuan refers to RMB, ten thousand yuan
Note 1: unless otherwise specified, the financial data and financial indicators quoted in this scheme refer to the financial data in the consolidated statement and the financial indicators calculated based on such financial data.
Note 2: in this scheme, the difference in mantissa between the sum of partial total and each detailed number is caused by rounding.
Chapter II purpose and management organization of implementing incentive plan
1、 Purpose of implementing incentive plan
In order to further improve the corporate governance structure of the company, promote the company to establish and improve the incentive and restraint mechanism, fully mobilize the enthusiasm of the management and employees of the company and its subsidiaries, effectively combine the interests of shareholders, the company and the management, and make all parties pay common attention to the long-term development of the company, according to the company law and the securities law The restricted stock incentive plan is formulated in accordance with the administrative measures, other laws, regulations, normative documents and the articles of association. 2、 Management organization of the incentive plan
(I) as the highest authority of the company, the general meeting of shareholders is responsible for reviewing and approving the implementation, change and termination of the incentive plan. The general meeting of shareholders may authorize the board of directors to handle some matters related to the incentive plan within its authority.
(II) the board of directors of the company is the executive management organization of the incentive plan, with a remuneration and assessment committee, which is responsible for drafting and revising the incentive plan and reporting it to the board of directors for deliberation. After the board of directors deliberates and approves the incentive plan, it shall report it to the general meeting of shareholders for approval, and handle the relevant matters of the incentive plan within the scope authorized by the general meeting of shareholders.
(III) the board of supervisors of the company is the supervision organization of the incentive plan, which is responsible for reviewing the list of incentive objects, expressing opinions on whether the incentive plan is conducive to the sustainable development of the listed company, whether there is obvious damage to the interests of the listed company and all shareholders, and whether the implementation of the incentive plan complies with relevant laws, administrative regulations Supervise the departmental rules and the business rules of the stock exchange.
(IV) independent directors shall express independent opinions on whether the incentive plan is conducive to the sustainable development of the company and whether there is obvious damage to the interests of the company and all shareholders, and solicit entrusted voting rights from all shareholders for the incentive plan.
Chapter III determination basis and scope of incentive objects
1、 Basis for determining incentive objects (I) legal basis for determining incentive objects
The incentive objects of the incentive plan are determined in accordance with the company law, securities law, administrative measures and other relevant laws, regulations, normative documents and the articles of association, and in combination with the actual situation of the company. (II) job basis for determining incentive objects
The incentive objects of the incentive plan include directors, senior managers, middle managers, core technicians, backbone business personnel and personnel in key positions in the company or subsidiaries when the company implements the incentive plan
