Core Points - The company has proposed a 2024 Restricted Stock Incentive Plan aimed at enhancing corporate governance and aligning the interests of shareholders and management [1][6][10] - The plan involves granting a total of 2.34 million restricted shares, representing 2.15% of the company's total share capital of 108.92 million shares [2][12] - The grant price for the restricted shares is set at 9.52 RMB per share, which is below the average trading price prior to the announcement [17][18] - The plan is designed to attract and retain key management talent, ensuring alignment with the company's long-term development goals [6][23] Summary by Sections Purpose and Principles - The plan aims to establish a robust incentive mechanism to ensure the company's strategic goals are met while safeguarding shareholder interests [6][10] - It emphasizes the alignment of interests among shareholders, the company, and its management [6] Management Structure - The highest authority for the plan is the shareholders' meeting, which will approve the plan and any changes [7] - The board of directors is responsible for executing the plan, with oversight from the supervisory board [8] Incentive Objects - The plan targets three individuals: the board members and senior management, excluding independent directors and supervisors [9][12] - The selection of incentive objects is based on legal and performance criteria [9] Stock Source and Distribution - The restricted shares will be sourced from the company's repurchase from the secondary market or through targeted issuance [2][12] - The distribution of shares among the incentive objects is equal, with each receiving 78,000 shares [12] Validity and Granting Conditions - The plan is valid for a maximum of 48 months from the date of grant [13] - The granting of shares is contingent upon the approval of the shareholders' meeting and must occur within 60 days of approval [14] Vesting Arrangements - Shares will vest in three phases based on performance and tenure, with specific performance targets set for each phase [15][19] - The performance targets include net profit growth rates, with varying thresholds for each vesting period [19][23] Adjustment Mechanisms - The plan includes provisions for adjusting the number and price of shares in response to corporate actions such as stock splits or dividends [24][25] Accounting Treatment - The company will account for the stock options according to relevant accounting standards, estimating the fair value of the shares at the time of grant [26][27] - The estimated impact on net profit due to the stock option expenses is expected to be minimal compared to the potential positive effects on company performance [28] Handling Changes in Company or Incentive Objects - The plan will terminate if the company faces significant adverse events, with unvested shares being forfeited [29] - Changes in the status of incentive objects, such as job changes, will affect their eligibility for unvested shares [29]
大地海洋: 杭州大地海洋环保股份有限公司2024年限制性股票激励计划（草案修订稿）摘要