Trillion Market Capitalization is Not a Dream

"Trillion market capitalization is not a dream (

This question raised by Zhou Wencheng is the same for the other 69 who were motivated. Basically, they could not get more than 3.225 million yuan in cash on April 1, 2012.

This is a typical state of wanting to make money, but not wanting to invest capital. Now Zhou Wencheng has clearly and seriously raised it to Wen Pingmin, the general manager of the company's securities department.

Wen Pingmin, general manager of the securities department, said with a smile: "This matter, in principle, requires the exercising employee to find money to deposit into the stock account in which he exercises the option.

But now this amount is indeed quite large.

It depends on whether Boss Bai is willing to come forward to help solve the problem. "

Bai Qingting: "The issue of the exercise principal will not be discussed at this conference today. After the company has issued a policy, it will be discussed with the 70 core-level backbones who are motivated by options.

Zhou Wencheng, you go on to ask other questions. "

Zhou Wencheng replied: "Okay, Boss Bai.

President Wen, when this option is exercised, do I need to do any preparations?

I have never been in touch with stocks. "

Wen Minmin, general manager of the securities department, replied: "As a person, you must first have a stock account.

Because our Western Construction Co., Ltd. is listed on the Shenzhen Stock Exchange, when you go to open an account, you must tell the unit that opened the account for you, and you must open a stock account on the Shenzhen Stock Exchange. "

Zhou Wencheng asked, "How can I open this stock account?"

Wen Pingmin, general manager of the securities department, replied: "Because you are completely a layman, I suggest you bring your personal ID card, the bank card of one of the four major banks of China Construction Workers and Peasants in your name, and go to major well-known securities at your convenience. The company's business hall handles the opening of a stock account.

When the account is successfully opened, you can trade stocks.

After the account is successfully opened, you need to collect and store it.

When dealing with options exercise at the beginning of the year, the company will form a form and send it to everyone to fill in their stock account information. "

Zhou Wencheng continued to ask: "Is there any other precautions in the process of opening an account? President Wen."

Wen Minmin, general manager of the securities department, replied: "In the process of opening a stock account, there are still many things to do, including many agreements to be signed.

Just remember to go to the business hall of a large and well-known securities company to open a stock account.

Because this is something that needs to be done in person.

It is suggested that after the meeting today, those who are on the option incentive list and who do not have a stock account should start to open their own account.

After opening it, you need to make some money in the bound bank card, and then use the stock trading software to operate the bank-securities transfer, including bank-to-securities, securities-to-bank, transfer inquiry and other functions, and familiarize yourself with them in advance.

Avoid exercising the right at that time, and you really don’t know what the operation is, which may be very troublesome. "

Zhou Wencheng replied: "Okay. Thank you, President Wen. I have no problem."

Bai Qingting asked everyone if they had any questions. No one asked any more questions about options. Wen Minming, general manager of the securities department, left the podium and returned to his seat in the conference room.

Bai Qingting: "I just mentioned Zhou Wencheng's profit from options in 2012.

Now I will take Zhou Wen as an example and continue to calculate for him the benefits he should get after exercising his rights in 2013, 2014 and 2015.

Let's first calculate the expected unit price per share.

In 2013, the output value index doubled to 8 billion, and the market value was 160 billion, 800 yuan per share.

In 2014, the output value index doubled to 16 billion, the market value was 320 billion, and 1,600 yuan per share.

In 2015, the output value index doubled to 32 billion, the market value was 640 billion, and 3,200 yuan per share.

I will again take April 1st of the exercise year as the exercise date to calculate the estimated profit amount after the option is exercised?

The second exercise date of the first option is April 1, 2013, 25,000 shares × (800-129) = 16.775 million yuan.

The third exercise date of the first option is April 1, 2014, 25,000 shares × (1600-129) = 36.775 million yuan.

The fourth exercise date of the first option is April 1, 2015, 25,000 shares × (3200-129) = 76.775 million yuan. "

Bai Qingting: "I was shocked by the estimated profit amount I understood.

Wen Minmin, general manager of the securities department, please explain my algorithm, right? "

Wen Pingmin, general manager of the securities department, stood up and answered: "Boss Bai, the number you calculated is based on the fact that the output value doubles every year, and the market value also doubles.

In fact, we cannot achieve this high precision in actual operation, nor can we achieve such an ideal development.

In the actual calculation, I adjusted your stock price calculation, and after years of trial, the accuracy is still quite high. "

Bai Qingting: "Then tell me how your stock price estimate is adjusted. I'll recalculate it for Zhou Wencheng."

Wen Pingmin, general manager of the securities department, replied: "The second share is multiplied by a coefficient of 0.6, the third share price is multiplied by a coefficient of 0.4, and the fourth share price is multiplied by a coefficient of 0.3."

Bai Qingting: "Okay, then I'll help Zhou Wencheng calculate.

The second exercise date of the first option is April 1, 2013, 25,000 shares × (800 × 0.6-129) = 8.775 million yuan.

The third exercise date of the first option is April 1, 2014, 25,000 shares × (1600 × 0.4-129) = 12.775 million yuan.

The fourth exercise date of the first option is April 1, 2015, 25,000 shares × (3200 × 0.3-129) = 20.775 million yuan. "

Bai Qingting: "After adjusting the share factor, the estimated profit after the option is exercised is not as shocking as before, but the amount is still very large.

How did you get these adjustment coefficients, Mr. Wen? "

Wen Pingmin, general manager of the securities department, replied: "Boss Bai, these coefficients are calculated from the statistics of the stock price changes of listed companies that I have experienced since I started working, and there is no theoretical basis.

In other words, it can only be regarded as an empirical data.

For informational use only. "

Bai Qingting: "Mr. Wen, you have been studying these data for many years.

What is the reason? "

Wen Pingmin, general manager of the securities department, replied: "The stock price itself is highly volatile, and the unit price per share you originally calculated is actually the corresponding unit price per share when the peak value of the market value peaked in the previous year, so it is a false one. high unit price.

It is impossible for him to double the market value of the stock market every year.

In addition, the exercise date selected is April 1 of each year, and the stock unit price at this time should not be the highest stock unit price of the year.

The conversion coefficients of these stock unit prices I mentioned just now are the average coefficients obtained by me studying the stock unit price on the day of the option exercise of many companies and the estimated highest stock unit price for the year, which has a certain reference. "

Bai Qingting: "Okay, if you say that, the reliability of the data calculated now is much higher.

Let's look at the data again.

The first exercise date of the first option is April 1, 2012, 25,000 shares × (400 × 0.75-129) = 4.275 million yuan.

The second exercise date of the first option is April 1, 2013, 25,000 shares × (800 × 0.6-129) = 8.775 million yuan.

The third exercise date of the first option is April 1, 2014, 25,000 shares × (1600 × 0.4-129) = 12.775 million yuan.

The fourth exercise date of the first option is April 1, 2015, 25,000 shares × (3200 × 0.3-129) = 20.775 million yuan.

Assuming that all four options can be obtained, how much is it?

It is 427.5+877.5+1277.5+20.775 million yuan = 46.6 million yuan.

God, if these 70 employees who are motivated by options, if they make profits from the exercise of options, all of them will land according to our estimated value, a person with the lowest level can get a total of 46.6 million yuan in the fifth year.

So, ah, in the future, these people will not be able to beat them, and they will not run away. The benefits are too great and they are too attractive.

It can be said that this level of salary treatment, bonus treatment, option treatment, etc. in the industry is the best treatment. Basically, our Western Construction Co., Ltd. has raised the treatment level of the entire industry. "

Bai Qingting initially explained the detailed rules of options: Western Construction Co., Ltd. First Phase Stock Option Incentive Plan (Draft

Kyoto City Junbisheng Law Firm

About "Western Construction Co., Ltd. First Phase Stock Option Incentive Plan

(Draft Legal Opinion

Western Construction Co., Ltd.:

Kyoto Junbisheng Law Firm (hereinafter referred to as "the firm") is a law firm qualified to engage in legal business. The Exchange is entrusted by Occidental Construction Co., Ltd. ("Company" or "Occidental Construction"). Relevant matters (hereinafter referred to as "incentive plan" or "this incentive plan") act as special legal counsel and issue this legal opinion.

This legal opinion is in accordance with the Company Law of the People's Republic of China (hereinafter referred to as the "Company Law"), the Securities Law of the People's Republic of China (hereinafter referred to as the "Securities Law"), and the China Securities Regulatory Commission (hereinafter referred to as the "Securities Law"). China Securities Regulatory Commission") "Administrative Measures for Equity Incentives of Listed Companies (Trial (hereinafter referred to as "Administrative Measures"), "Memorandum No. 1 on Equity Incentive Related Matters" (hereinafter referred to as "Memorandum No. 1"),

Incentive-related Matters Memorandum No. 2 (hereinafter referred to as "Memorandum No. 2") and Equity Incentive-related Matters

Memorandum No. 3 (hereinafter referred to as "Memorandum No. 3") and other laws, regulations and normative documents.

According to the requirements of relevant laws and regulations and the company's entrustment, the lawyers of the firm have reviewed the legality and compliance of the incentive plan, the legal procedures performed, information disclosure, and the impact of the incentive plan on the interests of the company and all shareholders. Based on our lawyers' understanding of the relevant facts and the law, we will express legal opinions on the facts that have occurred and existed before the date of this legal opinion. The firm is only related to this incentive plan

It does not express opinions on non-legal professional matters such as accounting and auditing. The firm is not properly qualified to verify and evaluate such content.

In order to issue this legal opinion, the lawyers of our firm have checked the relevant documents and their photocopies provided by the company, and based on the following guarantees made by the company to our lawyers: Original written materials, duplicate materials or oral testimony without any omission or concealment; all documents provided and facts stated are true, accurate and complete; documents provided by the company and the signature and seal on the documents All are true; the duplicate materials or photocopies provided by the company are exactly the same as the originals.

This legal opinion will become effective after it is signed by the lawyer in charge of the firm and affixed with the official seal of the firm. It is only used by the company for this incentive plan and shall not be used for any other purpose. The lawyers of our firm agree that the company will take this legal opinion as an integral part of the application materials of this incentive plan, and shall be responsible for the legal opinion issued in accordance with the law.

The lawyers of our firm have checked and verified the documents and relevant facts provided by the company in accordance with the relevant laws and regulations and the recognized business standards, ethics and diligence of the Chinese lawyer industry, and hereby issue this legal opinion as follows:

1. Legal compliance of this incentive plan

(1) Qualifications for the implementation of this incentive plan

According to the "Enterprise Legal Person Business License" issued by Beijing Administration for Industry and Commerce on January 3, 2001

(Registration No.: 1100000041XXXXX), the company is a joint stock limited company established on September 12, 1992 (listed, invested or controlled by natural persons).

According to the written explanation provided by the company and the proper verification by our lawyers, as of the date of the issuance of this legal opinion, the company's joint stock limited company listed on the Shenzhen Stock Exchange does not need to be terminated in accordance with laws, regulations and the "Articles of Association". ; There is no audit report issued by a certified public accountant with a negative opinion or an inability to express an opinion in the financial accounting report of the most recent fiscal year, nor is there an administrative penalty imposed by the China Securities Regulatory Commission for major violations of laws and regulations in the last year.

According to the above, the company is a validly existing listed company, there is no situation under Article 7 of the "Administrative Measures" that prohibits the implementation of an incentive plan, and it has the qualification to implement the incentive plan.

(2) Subject qualifications of incentive objects

1. Scope of incentive objects

According to the "Incentive Plan (Draft, the incentive objects of this incentive plan are the company's backbone middle-level managers, a total of 75 people. For details of the list of incentive objects, please refer to Annex 1 of this legal opinion. According to the relevant documents provided by the company and the proper verification by our lawyers, the incentive object has been confirmed by the company's board of directors and verified by the company's board of supervisors.

2. Subject qualifications of incentive objects

According to the relevant documents provided by the company and the proper verification by our lawyers, the incentive objects are all Chinese nationals and have full capacity for civil conduct; the incentive objects have not been publicly condemned or declared to be inappropriate persons by the stock exchange in the past three years, and there is no such thing as In the past three years, the CSRC has imposed administrative penalties for major violations of laws and regulations, and there is no circumstance that the Company Law stipulates that the company shall not serve as a director, supervisor or senior manager of the company; the incentive objects do not include the company's independent directors and supervisors, nor Including major shareholders or actual controllers holding more than 5% of the company's shares.

According to the written documents provided by the company and the proper verification by our lawyers, the incentive object has not participated in the stock option incentive plan of any other listed company other than the company.

In summary, the confirmation and verification methods of incentive objects and incentive objects conform to Article 8 of the Administrative Measures, Articles 2 and 7 of Memorandum No. 1, and Article 1 of Memorandum No. 2.

(3) Source of funds for incentive objects

According to the "Incentive Plan (Draft, the incentive objects shall raise funds by themselves according to the source of the exercise funds stipulated in this incentive plan, and the company shall not provide loans or any other form of financial financing for the incentive objects to obtain relevant stock options according to the stock option incentive plan. Funding, including guaranteeing their loans.

Accordingly, the source of funds for the incentive objects determined by this incentive plan conforms to the provisions of Article 10 of the "Administrative Measures".

(4) The source and quantity of shares involved in this incentive plan

According to the "Incentive Plan (Draft, the company grants incentive objects 2 million stock options, each stock option has the right to purchase one Occidental construction stock at the exercise price and exercise conditions on the exercise date within the validity period of the incentive plan. After the incentive plan is approved, the company will issue 2 million shares of the company to the incentive object as the source of the incentive plan. The number of stock options to be granted in this incentive plan is 2 million, and the number of underlying stocks involved accounts for 2.66% of the company's total share capital of 75,121,950 shares. The types of underlying stocks involved are RMB A-share ordinary shares. The total number of shares involved in the accumulated stock options granted to any one incentive object shall not exceed 1% of the company's total share capital.

Accordingly, the sources of stocks involved in this incentive plan comply with the provisions of Articles 2 and 11 of the "Administrative Measures", and the number of stocks involved in this incentive plan complies with the provisions of Article 12 of the "Administrative Measures".

(5) Main contents of the incentive plan

Verified by our lawyers ~www.readwn.com~ Incentive Plan (Draft consists of 14 parts, including: "Purpose of Implementing the Incentive Plan", "Administrative Organization of the Stock Option Incentive Plan", "Basis for Establishing the Incentive Object" and scope”, “stock source and quantity of stock option incentive plan”, “allocation of stock options”, “incentive plan validity period, grant date, exercise date, lock-up period of underlying stock”, “stock option exercise price and Determination of Exercise Price", "Granting Conditions and Exercise Conditions of Stock Option", "Financial Calculation of Implementing Equity Incentive", "Incentive Plan Adjustment Method and Procedure", "Stock Option Granting Procedure and Incentive Object Exercise" Procedures”, “Rights and Obligations of the Company and Incentive Objects”, “Modification, Termination and Other Matters of Incentive Plan” and “Others”, the content of which covers the requirements of Article 13 of the “Administrative Measures” to be stipulated in the incentive plan or The contents of the description, and the accounting treatment method of equity incentives are clearly explained, the impact of the implementation of the equity incentive plan on the performance of each period is calculated and listed, and the incentive objects can be accelerated in the event of a change in control, merger, or division of the listed company. terms of rights or early unlocking.

Accordingly, the main content of this incentive plan conforms to Article 13 of the Administrative Measures and Memorandum No. 3

Articles 2 and 4.

(VI) Grant and exercise of stock options 1. Transferability of stock options

According to the "Incentive Plan (Draft, the stock options granted to incentive objects may not be transferred or used to guarantee or repay debts.

2. Validity period and exercise date of stock options

According to the "Incentive Plan (Draft, this incentive plan is valid for six years from the date of grant of stock options. The stock options granted by this incentive plan can be exercised after 12 months from the grant date.