CIG Shanghai Co., Ltd. (CIG) released a draft of its 2026 Share Option and Restricted Share Incentive Scheme, proposing to issue 15.57 million equity units—equivalent to 4.42 % of the current 352.65 million outstanding A-shares. The plan is subject to shareholder approval.
Key Structure • Share options: 13.85 million units (3.93 % of share capital) at an exercise price of RMB 113.99 per share. • Restricted shares: 1.72 million units (0.49 %) at a grant price of RMB 57.00 per share. • Initial grant represents 93.58 % of the total, with 1.00 million reserved units to be allocated within 12 months of shareholder approval. • Incentive period capped at 48 months; vesting/unlock in three tranches (30 %, 30 %, 40 %).
Participation Scope The scheme covers 1,064 employees—directors, senior executives and core technical/management staff—accounting for 78.58 % of the company’s 1,354-strong workforce. Independent directors, 5 %+ shareholders, de-facto controllers and their immediate families are excluded.
Performance Triggers Company-level thresholds must be met in either revenue or net profit terms: • 2026: revenue ≥ RMB 5.81 billion or net profit ≥ RMB 335 million. • 2026-2027 cumulative: revenue ≥ RMB 12.78 billion or net profit ≥ RMB 738 million. • 2026-2028 cumulative: revenue ≥ RMB 21.15 billion or net profit ≥ RMB 1.22 billion. Individual unlocking ratios range from 0 % to 100 % based on a six-tier performance rating system.
Cost Impact Pre-grant estimates place share-based payment expenses at RMB 88.57 million for options and RMB 82.95 million for restricted shares, amortised from 2026-2029. Final amounts will be set on the actual grant date.
Dilution Check Combined with CIG’s 2024 option plan, total underlying shares across active incentive schemes reach 31.16 million, or 8.84 % of current share capital—below the 10 % regulatory ceiling. No single participant will exceed 1 % of total shares.
Implementation Safeguards The draft confirms compliance with PRC Company Law, Securities Law and CSRC regulations. No loans or guarantees will be provided to participants for share purchases, and shares obtained remain subject to statutory transfer restrictions for directors and senior management.
Next Steps Upon shareholder approval, the board must complete the initial grant and registration within 60 days—excluding blackout periods—or formally terminate the plan.
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