Securities code: 601968 securities abbreviation: Shanghai Baosteel Packaging Co.Ltd(601968) Announcement No.: 2022-009 Shanghai Baosteel Packaging Co.Ltd(601968)
Announcement on granting stock options to incentive objects 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 stock option: January 21, 2022
● number of stock options granted for the first time: 27.84 million
The grant conditions specified in the 2021 stock option incentive plan (hereinafter referred to as the “stock option incentive plan”) of Shanghai Baosteel Packaging Co.Ltd(601968) (hereinafter referred to as “the company”) have been fulfilled. The 15th meeting of the 6th board of directors of the company deliberated and adopted the proposal on granting stock options to incentive objects for the first time. According to the provisions of the company’s stock option incentive plan and the authorization of the company’s first extraordinary general meeting in 2022. The relevant matters are described as follows:
1、 Grant of equity options
(I) decision making procedures and information disclosure performed in this grant
1. On December 30, 2021, the 14th meeting of the 6th board of directors and the 10th meeting of the 5th board of supervisors considered and approved the proposal on the company’s 2021 stock option incentive plan (Draft) and summary, the proposal on the measures for the implementation and assessment of the company’s stock option incentive plan and other relevant proposals. The independent directors gave unanimous independent opinions on this, and the board of supervisors gave audit opinions on this.
2. From December 31, 2021 to January 10, 2022, the company publicized the list of incentive objects internally. After the expiration of the publicity, the board of supervisors checked the list of incentive objects and explained the publicity. 3. On January 13, 2022, the actual controller China Baowu iron and Steel Group Co., Ltd. issued the reply on Shanghai Baosteel Packaging Co.Ltd(601968) 2021 stock option incentive plan to the company. China Baowu iron and Steel Group Co., Ltd. agreed in principle to the company’s implementation of 2021 stock option incentive plan and the company’s performance evaluation objectives for the implementation of 2021 stock option incentive plan.
4. On January 20, 2022, the company’s first extraordinary general meeting in 2021 deliberated and passed the proposal on the company’s 2021 stock option incentive plan (Draft) and summary, the proposal on the measures for the implementation and assessment of the company’s stock option incentive plan and other relevant proposals. The company conducted a self-examination on the trading of the company’s shares by insiders of the stock option incentive plan, and found no behavior of trading the company’s shares by using the insider information.
5. On January 21, 2022, the 15th meeting of the 6th board of directors and the 11th meeting of the 5th board of supervisors considered and approved the proposal on the first grant of stock options to incentive objects, and agreed to grant 27.84 million stock options to 109 incentive objects with January 21, 2022 as the first grant date. The independent directors gave unanimous independent opinions on this, and the board of supervisors gave audit opinions on this.
(II) statement of the board of directors on meeting the grant conditions
In accordance with relevant laws and regulations and relevant provisions of the company’s stock option incentive plan, the board of directors of the company considers that the grant conditions specified in the stock option incentive plan have been met. The details are as follows:
1. The company has not been under any of the circumstances specified in Article 7 of the administrative measures for equity incentive of listed companies (hereinafter referred to as the administrative measures) that equity incentive shall not be implemented.
2. None of the incentive objects is subject to any circumstance specified in Article 8 of the administrative measures that they shall not become incentive objects.
3. The company’s performance in 2020 fully meets the grant conditions specified in the stock option incentive plan:
The cash return on net assets in 2020 shall not be less than 14%; The operating revenue in 2020 shall not be less than 5.77 billion yuan; In 2020, the year-on-year growth rate of total deducted non profits shall not be less than 15%, and shall not be lower than the 50th percentile level of benchmarking enterprises; In 2020, the proportion of main business income in operating income shall not be less than 90%.
In conclusion, the board of Directors believes that the grant conditions of the stock option incentive plan have been met.
(III) details of the first grant
1. First grant date: January 21, 2022
2. Number of awards: 27.84 million
3. Number of persons granted: 109
4. Exercise price: 9.53 yuan / share
5. Stock source: the company’s A-share common stock issued by the company to the incentive object.
6. Validity period, waiting period and exercise arrangement of incentive plan
(1) The validity period of the incentive plan shall be no more than 72 months from the date of grant of stock options to the date of completion of exercise or cancellation of all stock options.
(2) The waiting period for stock options is 24 months from the date of completion of registration. During the waiting period, the sale of stock options shall be restricted and shall not be transferred, used as guarantee or repay debts.
(3) After 24 months from the date of grant, stock options shall be exercised in three phases, with the proportion of exercise in each phase being 1 / 3, 1 / 3 and 1 / 3 respectively. The actual number of exercisable options shall be linked to the performance evaluation results of the previous year. The specific exercise arrangement is shown in the table below:
Proportion of the number of exercisable rights in the number of granted rights and interests
From the first trading day after 24 months from the date of completion of grant registration to
first
1 / 3 of the last trading day within 36 months from the date of completion of registration of grant
Exercise period
Day end
From the first trading day after 36 months from the date of completion of grant registration to
the second
1 / 3 of the last trading day within 48 months from the date of completion of registration of grant
Exercise period
Day end
From the first trading day after 48 months from the date of completion of grant registration to
Third
1 / 3 of the last trading day within 60 months from the date of completion of registration of grant
Exercise period
Day end
7. List of incentive objects and Awards
A total of 109 incentive objects were involved in the first grant of stock options, including the company’s directors, senior managers, middle managers, core technology, business personnel and other key personnel.
The specific distribution is as follows:
Name: the proportion of stock options granted in the total number of stock options granted in the current total share capital (10000 copies)
Cao Qing, chairman and President 72 2.13% 0.0636%
Liu Changwei party secretary and director 72 2.13% 0.0636%
Ge Zhirong senior vice president 60 1.78% 0.0530%
Talk about Wucong senior vice president 60 1.78% 0.0530%
Zhu future senior vice president 60 1.78% 0.0530%
Wang Yifan, Secretary of the board of directors 39 1.15% 0.0344%
Other key management, technical and business personnel (103 persons) 2421 71.63% 2.1372%
Reserve 596 17.63% 0.5261%
Total 3380 100.00% 2.9837%
2、 Verification of the list of incentive objects by the board of supervisors
1. After verification, the board of supervisors believes that the grant conditions of the stock option incentive plan have been met, and the incentive objects meet the incentive object conditions specified in the administrative measures, the Trial Measures for the implementation of equity incentive by state-owned holding listed companies (domestic) and the guidelines for the implementation of equity incentive by central enterprise holding listed companies, Its subject qualification as the incentive object of the company’s stock option incentive plan is legal and effective.
2. The list of incentive objects granted with stock options by the company is consistent with the incentive objects specified in the stock option incentive plan approved by the first extraordinary general meeting of shareholders in 2022.
It is agreed to grant 27.84 million stock options to 109 incentive objects on January 21, 2022 as the first grant date.
3、 Description of the purchase and sale of the company’s shares by the directors and senior managers participating in the stock option incentive plan 6 months before the grant date
The directors and senior managers participating in the stock option incentive plan did not buy or sell the company’s shares within six months before the grant date.
4、 The impact of the grant of stock options on the company’s financial situation
According to the relevant provisions of the accounting standards for Business Enterprises No. 11 – share based payment and the accounting standards for Business Enterprises No. 22 – recognition and measurement of financial instruments, the number of stock options that are expected to be exercisable is revised according to the latest changes in the number of exercisable persons, the completion of performance indicators and other follow-up information, and according to the fair value on the date of grant of stock options, The services obtained in the current period shall be included in relevant costs or expenses and capital reserve.
It is estimated that the total cost of stock options granted is 45.379 million yuan. The amortization of option costs from 2022 to 2026 is shown in the table below:
Total cost of initial grant of shares 2022 2023 2024 2025 2026
Number of options (10000 yuan) (10000 yuan) (10000 yuan) (10000 yuan) (10000 yuan) (10000 yuan) (10000 copies)
2,784.00 4537.9 1,546.2 1,638.7 925.1 406.6 21.3
The cost of stock options will be charged to administrative expenses. The above impact on the company’s financial situation and operating results is only measurement data and does not represent the final accounting cost. The actual accounting cost is related to the number of effective stock options. The above impact on the company’s operating results is most related to the actual grant date, grant price and grant quantity, as well as the actual effective and final results. The annual audit report issued by the accounting firm will prevail.
5、 Concluding observations of legal opinions
The lawyer of Shanghai Fangda law firm believes that as of the date of issuance of this legal opinion, the first grant of the company’s plan has obtained the necessary approval and authorization at this stage, The first grant of the company’s plan complies with the relevant provisions of the administrative measures, the Trial Measures for the implementation of equity incentive by state-controlled listed companies (domestic), the guidelines for the implementation of equity incentive by listed companies controlled by central enterprises, and the Shanghai Baosteel Packaging Co.Ltd(601968) 2021 stock option incentive plan (Draft).
6、 Documents for future reference
1. Resolutions of the 15th meeting of the 6th board of directors;
2. Resolutions of the 11th meeting of the 5th board of supervisors;
3. Independent directors’ independent opinions on relevant matters of the 15th meeting of the sixth board of directors;
4. Legal opinion of Shanghai Fangda law firm on matters related to the first grant of Shanghai Baosteel Packaging Co.Ltd(601968) 2021 stock option incentive plan.
It is hereby announced.
Shanghai Baosteel Packaging Co.Ltd(601968)
Board of directors
January 21, 2002
