Stock Code: 601598 stock abbreviation: Sinotrans Limited(601598) No.: Lin 2022-008
Announcement on granting stock options to the incentive objects of the company’s stock option incentive plan (phase I)
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:
Grant date of equity incentive Rights: January 25, 2022
Number of equity incentive rights granted: 73.9258 million stock options were granted to 186 incentive objects
The eighth meeting of the third board of directors of Sinotrans Limited(601598) (hereinafter referred to as ” Sinotrans Limited(601598) ” or “the company”) deliberated and adopted the proposal on granting stock options to incentive objects of the company’s stock option incentive plan (phase I) on January 25, 2022. In accordance with the provisions of the Sinotrans Limited(601598) stock option incentive plan (phase I) (Draft) (hereinafter referred to as the “incentive plan (Draft)”) and the authorization of the first extraordinary general meeting of shareholders in 2022, the board of directors confirmed that January 25, 2022 was the grant date, 73925800 stock options (hereinafter referred to as “this grant”) were granted to 186 incentive objects of the company’s stock option incentive plan (phase I) (hereinafter referred to as “this incentive plan”). The relevant matters are explained as follows:
1、 Equity grant
(I) decision making procedures and information disclosure performed in this equity grant
1. On November 29, 2021, the company successively held the sixth meeting of the third board of directors and the seventh meeting of the board of supervisors in 2021, deliberated and adopted the proposal on the company’s stock option incentive plan (Draft) and its summary. The independent directors of the company expressed independent opinions on matters related to the incentive plan, and the board of supervisors issued verification opinions, Beijing Deheng Law firm issued relevant legal opinions.
2. On December 30, 2021, the company opened the website of Shanghai Stock Exchange（ http://www.sse.com.cn. ）The announcement on public solicitation of entrusted voting rights by independent directors (Announcement No.: Lin 2021-055) was disclosed. According to the entrustment of other independent directors of the company, Ms. Li Qian, the independent director, as the soliciter, solicited entrusted voting rights from all shareholders of the company on the proposal of the first extraordinary general meeting of shareholders in 2022. As of the end of the solicitation time, no shareholder has entrusted voting to the soliciter.
3. On January 7, 2022, the company publicized the names and positions of the incentive objects of the incentive plan through its internal website. The publicity period is from January 7, 2022 to January 16, 2022. At the expiration of the publicity period, the company has not received any objection against the incentive objects of the incentive plan. The board of supervisors of the company issued relevant verification opinions on January 18, 2022.
4. On January 21, 2022, the company received the reply of the state owned assets supervision and Administration Commission of the State Council on Sinotrans Limited(601598) implementing the stock option incentive plan (Guo Zi kaofen [2022] No. 31) forwarded by the actual controller China Merchants Group Co., Ltd., and agreed in principle to implement the incentive plan.
5. The company has taken sufficient and necessary confidentiality measures for the incentive plan, registered the insiders of the incentive plan, and conducted self-examination on the trading of the company’s shares by the insiders within 6 months before the announcement of the incentive plan, There is no case of using insider information for stock trading or disclosing the insider information related to the incentive plan.
6. On January 24, 2022, the company held the first extraordinary general meeting of shareholders in 2022, deliberated and passed the proposal on the company’s stock option incentive plan (Draft) and its summary, the proposal on the implementation and assessment measures of the company’s stock option incentive plan, and the proposal on Authorizing the board of directors to handle matters related to the company’s stock option incentive plan, Authorize the board of directors to determine the grant date of the incentive plan, grant stock options to the incentive objects and handle relevant matters when the incentive objects meet the conditions.
7. On January 25, 2022, the company successively held the eighth meeting of the third board of directors and the first meeting of the board of supervisors in 2022, deliberated and approved the proposal on granting stock options to the incentive objects of the company’s stock option incentive plan (phase I), and agreed to grant 73.9258 million stock options to 186 incentive objects on January 25, 2022. The independent directors of the company expressed independent opinions on the grant, the board of supervisors of the company issued verification opinions on the list of incentive objects on the grant date, and Beijing Jiayuan law firm issued relevant legal opinions.
For details of the above matters, please refer to the website of Shanghai Stock Exchange on November 30, 2021, December 30, 2021, January 19, 2022, January 22, 2022, January 25, 2022 and January 26, 2022（ http://www.sse.com.cn. ）Relevant announcements published.
(II) statement of the board of directors on meeting the grant conditions
According to this incentive plan, the incentive objects are granted the following conditions:
1. The company is not under any of the following circumstances:
(1) The financial and 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 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, articles of association and public commitments within the last 36 months after listing;
(4) Circumstances where equity incentive is prohibited by laws and regulations;
(5) The CSRC determines that equity incentive shall not be implemented;
(6) Other circumstances under which the Shanghai stock exchange determines that equity incentive shall not be implemented.
2. The incentive object does not have any of the following situations:
(1) According to the performance appraisal method, the individual performance appraisal result of the incentive object is unqualified in the latest fiscal year at the time of stock option granting;
(2) The incentive object is not allowed to participate in the incentive plan according to Chapter III of the incentive plan (Draft).
3. The company meets the following performance conditions:
(1) Sinotrans Limited(601598) in 2020, the return on net assets attributable to the parent company shall not be less than 9%, and shall not be lower than the 50th percentile level of the benchmarking enterprise (or the average value of the same industry);
(2) Sinotrans Limited(601598) the compound growth rate of net profit attributable to parent company in 2020 (based on 2017) shall not be less than 6%, and shall not be lower than the 50th percentile level of benchmarking enterprises (or the average value of the same industry);
(3) Sinotrans Limited(601598) the economic value added (EVA) in 2020 shall not be less than 90 million yuan.
Where, return on net assets attributable to parent = net profit attributable to parent in the current period / [(net assets attributable to parent at the beginning of the period + net assets attributable to parent at the end of the period) / 2]; Compound growth rate of net profit attributable to parent = (net profit attributable to parent in the current period / net profit attributable to parent in the benchmark year) ^ (1 / number of intervals) – 1.
After careful verification, the board of Directors believes that there is no situation that the company and the individual incentive objects are not allowed to grant stock options. The performance conditions of the company have been met, and the grant conditions of this grant have been met. It agrees to grant 73.9258 million stock options to 186 incentive objects who meet the grant conditions.
(III) details of equity grant
1. Grant date: January 25, 2022.
2. Number and quantity of grants: 73.9258 million stock options were granted to 186 incentive objects.
3. Exercise / grant price: the price of each stock option granted to the incentive object is 4.29 yuan.
4. Stock source: Sinotrans Limited(601598) A-share common stock repurchased by the company.
5. The validity period, vesting date, exercise validity period, exercise arrangement and lock up period of stock options in this incentive plan:
(1) Period of validity
The validity period of this incentive plan is 10 years from the date of the adoption of this incentive plan by the general meeting of shareholders. (2) Vesting date
The exercisable date must be a trading day, but it shall not be exercised within the following periods: A. if the announcement date of the annual report or semi annual report is delayed for special reasons within 30 days before the announcement of the company’s periodic report, it shall be calculated from 30 days before the original scheduled announcement date to the day before the announcement; b. Within 10 days before the announcement of the company’s performance forecast and performance express; c. From the date of major events that may have a great impact on the trading price of the company’s shares and their derivatives or the date of entering the decision-making process to 2 trading days after disclosure according to law; d. Other periods prescribed by the CSRC and the Shanghai Stock Exchange.
(3) Exercise validity
The exercise period of the stock option granted by this incentive plan is 5 years, that is, the incentive object can exercise according to the exercise arrangement of the incentive plan (Draft) within 5 years from the date of grant. After 5 years from the date of grant, the stock option that has not been exercised will be invalidated.
(4) Exercise arrangement
The lock-in period is 24 months from the date of stock option grant. During the lock-in period, the stock options granted by the incentive object according to the incentive plan (Draft) shall not be exercised. The exercise of stock options can begin 24 months after the grant. The vesting date must be a trading day. Within the vesting date, if the exercise conditions specified in the incentive plan (Draft) are met, the stock options granted by the incentive object can be exercised by stages according to the following table:
Exercise period exercise time exercise proportion
The first transaction after 24 months (the second anniversary) from the grant date
1 / 3 of the last trading day within 36 months from the date of the first exercise period to the date of grant
Day end
The first transaction after 36 months (the third anniversary) from the grant date
1 / 3 of the last trading day within 48 months from the date of the second exercise period to the date of grant
Day end
The first transaction after 48 months (the fourth anniversary) from the grant date
1 / 3 of the last trading day within 60 months from the date of the third exercise period to the date of grant
Day end
If the effective conditions of the current period are not met, the stock option shall not be exercised or deferred to the next period, and the listed company shall cancel the relevant options. The part that fails to be exercised during the exercise period of each period shall not be exercised at a later time. After the expiration of the exercise validity of the current period, all stock options that have not been exercised shall be invalidated, and the company shall take back and cancel them uniformly.
The number of individual effective options of the incentive object shall be adjusted according to the individual performance appraisal results of the previous year. The actual number of effective options shall not exceed the total amount of rights and interests that should be effective in the current period.
At the same time, the stock options granted to the directors and senior managers of the company shall not be less than 20% of the total granted amount, which shall be reserved for exercise after the expiration of the term of office (or office) after the expiration of the restriction, or after the incentive object exercises the rights, it shall hold not less than 20% of the company’s shares, which can be sold after the expiration of the term of office (or office) after the expiration of the restriction.
(5) Lock up period
The anti-sale provisions of this incentive plan shall be implemented in accordance with the company law, securities law and other relevant laws, regulations, normative documents and the articles of association of Sinotrans Limited(601598) (hereinafter referred to as the “articles of association”), and the specific provisions are as follows:
If the incentive objects are directors and senior managers of the company, the shares transferred each year during their tenure shall not exceed 25% of the total shares of the company they hold; The company’s shares held by him shall not be transferred within half a year after his resignation; If the company’s shares held by the company are sold within 6 months after the purchase, or bought again within 6 months after the sale, the proceeds will belong to the company, and the board of directors of the company will recover the proceeds.
During the exercise validity period of this incentive plan, if the relevant laws, administrative regulations, departmental rules, normative documents, relevant rules of the stock exchange and the relevant provisions on the transfer of shares held by the company’s directors and senior managers in the company’s articles of association change, The transfer of the company’s shares held by these incentive objects shall comply with the provisions of the revised Company Law, securities law and other relevant laws, administrative regulations, departmental rules, normative documents, relevant rules of the stock exchange and the articles of association. 6. List of incentive objects and Awards
Name position name the proportion of the number of shares granted in this grant to the total share capital (10000 shares)
Song Rong executive director and general manager 128.68 1.74% 0.017%
Director Liu Weiwu 64.34 0.87% 0.009%
Jiangjian director 64.34 0.87% 0.009%
Chen Xianmin, deputy general manager 96.28 1.30% 0.013%
Tian Lei, deputy general manager 83.58 1.13% 0.011%
Wang Jiuyun CFO 76.88 1.04% 0.010%
Li Shiji, Secretary of the board of directors 76.88 1.04% 0.010%
Gao Xiang chief digital officer 89.88 1.22% 0.012%
