徐工机械: 2025年股票期权与限制性股票激励计划（草案）摘要

Core Viewpoint - The company, XCMG Machinery, is implementing a stock option and restricted stock incentive plan aimed at enhancing corporate governance, aligning interests between shareholders and employees, and promoting long-term sustainable development [12][17]. Summary by Sections Incentive Plan Overview - The incentive plan includes both stock option and restricted stock components, with a total of 47 million shares to be granted, representing approximately 4% of the company's total share capital of 1,175,297.25 million shares [17]. - The initial grant consists of 42.3 million shares, accounting for about 3.6% of the total share capital at the time of the announcement [17]. Stock Option Details - The plan proposes to grant 15.48 million stock options, which is about 1.32% of the total share capital, with an initial grant of 13.913 million options [18]. - The exercise price for the stock options is set at 9.67 yuan per option [22]. Restricted Stock Details - The plan includes granting 31.52 million restricted shares, which is approximately 2.68% of the total share capital, with an initial grant of 28.387 million shares [4][3]. - The grant price for the restricted shares is set at 4.84 yuan per share [6]. Performance Targets - The performance targets for the incentive plan include achieving a net asset return rate of at least 10% in 2025, with net profits not less than 6.5 billion yuan, and cash flow from operating activities not less than 5.5 billion yuan [7][27]. - For subsequent years, the targets increase, with net profits expected to reach 7.5 billion yuan in 2026 and 10 billion yuan in 2027, and 12 billion yuan in 2028 [27]. Eligibility and Conditions - The incentive plan is designed for up to 4,700 eligible participants, including directors, senior management, and key technical and business personnel [5][15]. - The plan requires approval from the local government and the company's shareholders, and it must comply with relevant laws and regulations [9][12]. Adjustment Mechanisms - The exercise price and number of shares for stock options and restricted stocks will be adjusted in case of corporate actions such as stock splits, dividends, or capital increases [6][17]. Governance and Oversight - The company's board of directors and a compensation committee will oversee the implementation of the incentive plan, ensuring compliance with legal and regulatory requirements [13][14].