Securities code: 601968 securities abbreviation: Shanghai Baosteel Packaging Co.Ltd(601968) Announcement No.: 2022-010 Shanghai Baosteel Packaging Co.Ltd(601968)
Announcement on the achievement of exercise conditions in the first exercise period reserved for granting stock options in the company's 2018 stock option incentive plan
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:
● number of stock options to be exercised this time: 231734
● source of stock for this stock option exercise: the company issued A-share common stock Shanghai Baosteel Packaging Co.Ltd(601968) ("company" or " Shanghai Baosteel Packaging Co.Ltd(601968) ") to the incentive object. The 15th meeting of the 6th board of directors and the 11th meeting of the 5th board of supervisors were held on January 21, 2022, The meeting deliberated and adopted the proposal on the achievement of the exercise conditions reserved for the first exercise period of granting stock options in the company's 2018 stock option incentive plan. The exercise conditions reserved for the first exercise period of granting stock options in the company's 2018 stock option incentive plan ("equity incentive plan" or "this plan") have been achieved. The relevant information is hereby announced as follows:
1、 Approval and implementation of equity incentive plan
1. On October 12, 2018, the 15th meeting of the 5th board of directors and the 11th meeting of the 4th board of supervisors considered and approved the proposal on the company's 2018 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 October 13 to October 23, 2018, 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 December 17, 2018, the actual controller of the company received the reply on the first phase of Shanghai Baosteel Packaging Co.Ltd(601968) stock option incentive plan from the SASAC of the State Council and agreed in principle to implement the 2018 stock option incentive plan.
4. On December 21, 2018, the company's second extraordinary general meeting in 2018 deliberated and passed the proposal on the company's 2018 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 equity incentive plan, and found no behavior of trading the company's shares by using the insider information.
5. On December 24, 2018, the 17th meeting of the 5th board of directors and the 13th meeting of the 4th board of supervisors of the company considered and approved the proposal on adjusting matters related to the 2018 stock option incentive plan and the proposal on granting stock options to incentive objects. In view of the fact that the three incentive objects determined in the plan do not participate in the subscription of stock options for personal reasons, Adjust the number of incentive objects granted and the number of rights and interests granted, and agree to grant 13.47 million stock options to 107 incentive objects on December 24, 2018. The independent directors gave unanimous independent opinions on this, and the board of supervisors gave audit opinions on this.
6. On February 1, 2019, the company completed the registration procedures for the first grant of relevant stock options in Shanghai Branch of China Securities Depository and Clearing Co., Ltd.
7. On August 29, 2019, the 25th meeting of the 5th board of directors and the 18th meeting of the 4th board of supervisors considered and adopted the proposal on adjusting the exercise price of stock options first granted under the 2018 stock option incentive plan and the proposal on canceling some granted stock options, It is agreed that the exercise price of the stock option granted for the first time in this plan shall be adjusted from 3.87 yuan / share to 3.84 yuan / share; Agree to cancel 480000 stock options granted but not exercised by the incentive object Mr. Hu Aimin in accordance with the provisions of the Shanghai Baosteel Packaging Co.Ltd(601968) 2018 stock option incentive plan (Draft) (the "incentive plan (Draft)"). The independent directors gave unanimous independent opinions on this, and the board of supervisors gave audit opinions on this. 8. On November 29, 2019, the 27th meeting of the 5th board of directors and the 20th meeting of the 4th board of supervisors considered and approved the proposal on canceling some granted stock options and the proposal on granting reserved stock options to incentive objects, and agreed to grant 744000 stock options to 12 incentive objects on November 29, 2019, It is agreed to cancel 300000 stock options granted but not exercised by the incentive object Mr. Wu Shanfu according to the provisions of the incentive plan (Draft). The independent directors gave unanimous independent opinions on this, and the board of supervisors gave audit opinions on this.
9. On January 17, 2020, the company completed the registration procedures for granting reserved stock options in Shanghai Branch of China Securities Depository and Clearing Co., Ltd.
10. On December 14, 2020, The third meeting of the sixth board of directors and the third meeting of the Fifth Board of supervisors of the company deliberated and approved the proposal on adjusting the exercise price of stock options granted for the first time and reserved for grant under the 2018 stock option incentive plan, the proposal on adjusting the benchmark enterprises of the 2018 stock option incentive plan and the proposal on canceling some granted stock options, It is agreed that the exercise price of stock options granted for the first time in this plan will be adjusted from 3.84 yuan / share to 3.76 yuan / share, and the exercise price of stock options reserved for grant in this plan will be adjusted from 5.39 yuan / share to 5.31 yuan / share; Agree to adjust the benchmarking enterprises in the incentive plan (Draft) and keep 20 benchmarking enterprises unchanged (eliminate 2 and Supplement 2); It is agreed to cancel 144400 stock options granted but not exercised by Liu Xiaoyong, Liu Rui and Peng Li, including Liu Rui and Peng Li, who have been granted stock options for the first time, in accordance with the provisions of the incentive plan (Draft) There are 120000 stock options granted but not exercised by Peng Li and 24400 stock options granted but not exercised by Liu Xiaoyong, the incentive object reserved for granting stock options. The independent directors gave unanimous independent opinions on this, and the board of supervisors gave audit opinions on this.
11. On March 15, 2021, the fourth meeting of the sixth board of directors and the fourth meeting of the Fifth Board of supervisors of the company deliberated and adopted the proposal on the achievement of exercise conditions during the first exercise period of stock options granted by the company's stock option incentive plan in 2018.
The independent directors gave unanimous independent opinions on this, and the board of supervisors gave audit opinions on this. A total of 4.19 million shares in the first exercise period of stock options granted for the first time have been registered on March 24, 2021.
12. On July 30, 2021, the 8th meeting of the 6th board of directors and the 6th meeting of the 5th board of supervisors deliberated and approved the proposal on adjusting the exercise price of stock options granted for the first time and reserved for grant in 2018 stock option incentive plan and the proposal on canceling some granted stock options. It is agreed that the exercise price of stock options granted for the first time in this plan will be adjusted from 3.76 yuan / share to 3.69 yuan / share, and the exercise price of stock options reserved for grant in this plan will be adjusted from 5.31 yuan / share to 5.24 yuan / share; Agree to cancel the incentive objects Zhang Yi, Ni Hui There are 344400 stock options granted but not exercised by Zhu Jiewei (including 320000 stock options granted but not exercised by Zhang Yi and Ni Hui, the incentive objects granted stock options for the first time, and 24400 stock options granted but not exercised by Zhu Jiewei, the incentive objects reserved for granting stock options) And a total of 4.03 million stock options granted but not yet exercised under the second exercise period of stock options granted for the first time in this plan. The independent directors gave unanimous independent opinions on this, and the board of supervisors gave audit opinions on this.
13. 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 achievement of the exercise conditions reserved for the first exercise period of stock options granted in the company's 2018 stock option incentive plan, and agreed that the board of directors should, in accordance with the authorization of the second extraordinary general meeting of shareholders in 2018, Handle matters related to the reserved grant of stock option exercise in the first exercise period in accordance with the relevant provisions of the incentive plan (Draft). The independent directors gave unanimous independent opinions on this, and the board of supervisors gave audit opinions on this.
2、 Explanation of reserved granting stock options meeting exercise conditions
(I) the first waiting period of stock options reserved for grant has expired
The reserved grant date of the company's 2018 stock option incentive plan is November 29, 2019. According to the provisions of the incentive plan (Draft), the first exercise period of stock options reserved for grant is from the first trading day after 24 months from the date of completion of grant registration to the last trading day within 36 months from the date of completion of registration, and the number of exercisable rights accounts for 1 / 3 of the number of granted rights and interests.
The stock options reserved for grant under the equity incentive plan have been registered on January 17, 2020, and the waiting period corresponding to the first exercise period of the equity incentive plan has expired on January 17, 2022. The number of options exercised by the company this time is 231734 shares, accounting for 1 / 3 of the number of options granted.
(II) the exercise conditions for the first exercise period of stock options reserved for grant have been fulfilled, as follows:
Description of compliance of exercise conditions with exercise conditions
1. The company must not have any of the following circumstances: (1) the financial company has not had the above-mentioned circumstances in the most recent fiscal year, which meets the conditions that the business accounting report is issued with a negative opinion or unable to express the right of opinion by the certified public accountant. Audit report; (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 China Securities Regulatory Commission (hereinafter referred to as "CSRC").
2. The incentive object must not have any of the following circumstances: (1) the incentive object has not had any of the above circumstances in the last 12 months, and is considered as an inappropriate candidate by the stock exchange; (2) The conditions for the exercise of the right by China in the last 12 months. The CSRC and its dispatched offices identify them as inappropriate candidates; (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 of the people's Republic of China; (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.
3. Company level performance assessment: for the first exercise period, the total profit of the target company in 2018 is 5137, which means that the total profit in 2018 is not less than 40 million yuan; In 2019, the EOE will not be less than 10000 yuan and meet the standard; In 2019, the EOE will be 19%, and not lower than the 75th percentile level of benchmarking enterprises in the same industry; 21.84% in 2019, which is higher than that of standard enterprises in the same industry, and the annual operating revenue growth rate is not less than 15% compared with that in 2018, and is not lower than the 75th percentile of the same industry, meeting the standard; Average performance level of benchmarking enterprises in the industry in 2019; Compared with the compound growth rate of 2018, the total profit in 2019 is not less than 100%, not less than 75 points and 15.92% of the benchmark enterprises in the same industry, and not less than the benchmark value level in the same industry; In 2019, the proportion of main business income to operating income shall not be lower than the average performance level of the enterprise and meet the standard; 201990%。 (1) EOE = EBITDA / average total annual profit in the above performance assessment of grant and exercise is a comprehensive indicator reflecting shareholder return and company value creation, with a rate of 243.00%, which is not lower than Shanghai Baosteel Packaging Co.Ltd(601968) in the same industry EBITDA is the 75th percentile level of the benchmarking enterprise after deducting income tax, interest expense and depreciation, which meets the standard; Compared with the total profit before amortization, the data of the benchmarking enterprise comes from the EBITDA value of the main business income in 2019 presented by wind. The arithmetic income ratio of the average net assets to the owner's equity at the beginning and end of the period is 99.66%, which meets the standard. Average. 2. During the validity period of the equity incentive plan, if the company issues shares for financing, issues shares to acquire assets or the company's subsidiaries increase capital and shares, the newly increased net assets shall not be included in the calculation scope of EOE assessment. 3. The total profit in the above exercise performance assessment refers to the total profit after deducting non recurring profits and losses.) 4. Performance evaluation at the individual level of the incentive object: the actual exercise amount of the individual in the current year shall be determined according to the evaluation results of the incentive object reserved for granting stock options according to the individual performance of the incentive object. The reference for evaluation and evaluation is as follows: among them, Liu Xiaoyong and Zhu Jiewei are resigned, (1) the standard coefficient of excellence is 1.0; (2) The good standard coefficient is 1.0; (3) the standard coefficient of meeting the standard is 0.8; (4) The standard coefficient of nonconformity is 0. Therefore, they have been cancelled and they have been granted
Only after the incentive objects pass the assessment can they have the exercise qualification of stock options in the current year. 48800 stock options that have not been exercised have the actual exercise amount of the current year = standard coefficient × The individual's planned exercise amount of the current year. Examination of other incentive objects still in office
Degrees.
