XCMG(SZ:000425) Zheng Quan Zhi Xing·2025-09-02 16:14Core Viewpoint - The report outlines the 2025 stock option and restricted stock incentive plan proposed by Xugong Group Construction Machinery Co., Ltd, detailing the structure, eligibility, and conditions for the incentive program aimed at enhancing employee motivation and aligning their interests with shareholders [4][10][14]. Group 1: Incentive Plan Overview - The incentive plan includes stock options and restricted stocks, with a total of 47,000 million shares proposed for distribution, representing 4.00% of the company's total share capital as of the announcement date [14]. - The plan is designed to motivate management, middle management, and key technical and business personnel, ensuring that all participants have an employment relationship with the company or its subsidiaries [10][14]. Group 2: Allocation and Conditions - The initial grant consists of 42,300 million shares, accounting for 3.60% of the total share capital, while 4,700 million shares are reserved for future grants [14]. - The stock options will have a grant price of 9.67 RMB per share, while the restricted stocks will be granted at 4.84 RMB per share [25][26]. Group 3: Performance Metrics - The performance targets for the stock options include achieving a net asset return of at least 10% in 2025, with net profits not less than 6.5 billion RMB [30]. - The performance evaluation will be conducted annually, with specific metrics set for each year to determine the eligibility for exercising stock options [33]. Group 4: Vesting and Lock-up Periods - The stock options will have a maximum validity of 72 months, with a waiting period of 24 months before they can be exercised [16][18]. - The restricted stocks will have varying lock-up periods, with the first tranche becoming eligible for release after 24 months [20][22]. Group 5: Compliance and Governance - The plan adheres to relevant laws and regulations, including the Company Law and Securities Law, ensuring that the governance structure is robust and that external directors constitute a majority on the board [34][36]. - The company has established a sound internal control and performance evaluation system to support the implementation of the incentive plan [34].