Stock abbreviation: Cosco Shipping Technology Co.Ltd(002401) Stock Code: 002401 No.: 2022-007 Cosco Shipping Technology Co.Ltd(002401)
About the first grant of shares under the restricted stock incentive plan in 2019
Announcement on the fulfillment of unlocking conditions in the first unlocking period
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
Cosco Shipping Technology Co.Ltd(002401) (hereinafter referred to as “the company”) held the sixth meeting of the seventh board of directors and the fourth meeting of the seventh board of supervisors on February 14, 2022, and deliberated and adopted the proposal on reaching the unlocking conditions during the first unlocking period of shares granted by the restricted stock incentive plan in 2019, It is agreed that the 95 incentive objects who meet the unlocking conditions granted for the first time will be unlocked during the first unlocking period. The number of restricted shares that can be unlocked is 2440080, accounting for 0.6557% of the current total share capital of the company. The details are as follows:
1、 Summary of the implementation of restricted stock incentive plan in 2019
(I) brief description of equity incentive plan
The company held the 15th meeting of the 6th board of directors, the 10th meeting of the 6th board of supervisors and the first extraordinary general meeting of shareholders in 2020, and deliberated and adopted the proposal on and its summary and other relevant proposals. The Cosco Shipping Technology Co.Ltd(002401) 2019 restricted stock incentive plan (Draft) and its abstract are detailed in the securities times and cninfo (www.cn. Info. Com. CN.) on December 10, 2019 Relevant announcements of disclosure. The main contents of this equity incentive plan are as follows:
1. Types of incentive tools: the incentive tools adopted in this incentive plan are restricted stocks. 2. Source of underlying stock: the company issues RMB common shares of the company to incentive objects.
3. Incentive objects: a total of 100 incentive objects are planned to be granted for the first time, and 96 are actually granted, including directors, senior managers, heads of departments / directly subordinate units and above managers, and core technical (business) backbone personnel who have a direct impact on the overall performance and sustainable development of the company. The total number of awarding objects of the reserved part of the plan is 23, and the actual awarding is 23. They are the core technical (business) backbone personnel that have a direct impact on the overall performance and sustainable development of the company. 4. Number of shares granted: the number of restricted shares to be granted to the incentive object in the incentive plan is 7429445 shares, accounting for 2.45% of the total share capital of 30324000 shares on the announcement date of the draft incentive plan. Among them, the number of restricted shares to be granted for the first time is 6686500, accounting for 90% of the total number of restricted shares to be granted in the incentive plan, and the actual granted shares are 6160100, accounting for 2.03% of the total share capital of the company on the announcement date of the draft incentive plan; 742945 shares are reserved, accounting for 10% of the total restricted shares to be granted in the incentive plan and 0.25% of the total share capital of the company on the announcement date of the draft incentive plan.
5. Pricing method
The grant price of restricted shares shall be determined according to the following methods, that is, the grant price shall not be lower than the par value of the shares, and in principle shall not be lower than the higher of the following prices:
(1) 50% of the average trading price of the company’s shares on the trading day before the publication of the draft equity incentive plan;
(2) 50% of one of the average stock trading prices 20 trading days, 60 trading days or 120 trading days before the publication of the draft equity incentive plan.
The granting price of reserved restricted shares shall be determined based on the announcement date of the resolution of the board of directors on the granting of reserved restricted shares in accordance with the above pricing method. That is, the grant price shall not be lower than the par value of the shares, and in principle shall not be lower than the higher of the following prices:
(1) 50% of the average trading price of the company’s shares one trading day before the announcement of the resolution of the board of directors on the granting of reserved restricted shares;
(2) 50% of the average stock trading price of 20 trading days, 60 trading days or 120 trading days before the announcement of the resolution of the board of directors.
6. Restricted sale period: 2 years (24 months) from the date of grant of restricted shares. 7. Unlocking period: the unlocking period is 3 years (36 months) after the expiration of the sales restriction. The incentive object can unlock the granted restricted shares at a constant speed within the unlocking period of no less than 3 years.
From 24 months to 60 months after the grant of restricted shares (including the lock-in period) is the unlocking period. During the unlocking period, if the unlocking conditions specified in the equity incentive plan are met, the granted restricted shares will be unlocked three times: the first unlocking period is from 24 months to 36 months after the grant date, The number of unlocked shares is 1 / 3 of the total number of shares awarded at that time (including the subject shares invested and purchased by the incentive object); The second unlocking period is from 36 months to 48 months after the grant date, and the number of unlocked shares is 1 / 3 of the total number of subject shares awarded at that time (including the subject shares invested and purchased by the incentive object); The third unlocking period is from 48 months to 60 months after the grant date, and the number of unlocked shares is 1 / 3 of the total number of awarded shares (including the subject shares invested and purchased by the incentive object).
(II) completed approval procedures
1. On December 9, 2019, the 15th meeting of the 6th board of directors deliberated and approved the proposal related to the restricted stock incentive plan, and the 10th meeting of the 6th board of supervisors deliberated and approved the above proposal, and verified the list of incentive objects of the company’s equity incentive plan. Independent directors of the company expressed independent opinions.
2. On January 20, 2020, the company issued the announcement on the approval of the 2019 restricted stock incentive plan by the state owned assets supervision and Administration Commission of the State Council, disclosing that the company has obtained the approval on the implementation of Cosco Shipping Technology Co.Ltd(002401) restricted stock incentive plan issued by the state owned assets supervision and Administration Commission of the State Council (Guo Zi kaofen [2020] No. 24), The SASAC of the State Council agrees in principle that the company will implement this restricted stock incentive plan.
3. During the period from January 20, 2020 to January 29, 2020, the company publicized the list of incentive objects determined in the incentive plan, which was verified by the board of supervisors. It is considered that the incentive objects listed in the incentive plan meet the conditions specified in relevant laws, regulations and normative documents, and they are legal and effective as the incentive objects of the incentive plan.
4. On February 5, 2020, the first extraordinary general meeting of the company in 2020 deliberated and approved the proposals related to the restricted stock incentive plan.
5. On February 7, 2020, the 18th meeting of the sixth board of directors of the company deliberated and approved the proposal on granting restricted shares, and agreed to grant 6686500 restricted shares to 100 incentive objects for the first time with February 7, 2020 as the first grant date and the first grant price of 5.49 yuan / share, The 11th meeting of the 6th board of supervisors of the company deliberated and adopted the above proposal.
The independent directors of the company expressed independent opinions on this. The company has completed the registration of the first grant, the actual number of incentive objects granted by the company is 96, and the actual number of restricted shares granted for the first time is 6160100.
6. On December 10, 2020, the 26th meeting of the sixth board of directors of the company deliberated and approved the proposal on granting reserved shares in the 2019 restricted stock incentive plan, and agreed to grant 742200 restricted shares to 23 incentive objects with December 10, 2020 as the grant date of reserved shares and the grant price of reserved shares of 6.87 yuan / share, The above proposal was deliberated and adopted at the 17th meeting of the 6th board of supervisors of the company. The independent directors of the company expressed independent opinions on this. The company has completed the registration of granting reserved shares and actually granted 742200 restricted shares to 23 incentive objects.
7. On June 7, 2021, the 29th meeting of the sixth board of directors of the company deliberated and approved the proposal on repurchase and cancellation of some restricted shares under the 2019 restricted stock incentive plan, It is agreed that 71880 restricted shares of one incentive object that have not been unlocked (including 59900 shares originally granted and 11980 shares converted from capital reserve) will be repurchased and cancelled by the company at the repurchase price of 4.575 yuan / share (adjusted from 5.49 yuan / share to 4.575 yuan / share due to the conversion of capital reserve) after the implementation of the profit distribution plan in 2020, The above proposal was considered and adopted at the 20th meeting of the sixth board of supervisors of the company. The independent directors of the company expressed independent opinions on this. 8. After the proposal on the repurchase of restricted shares of the company in 2020 was approved at the annual general meeting of shareholders in June, 2020, the restricted share repurchase plan for the company has not been cancelled, and the restricted share repurchase plan for the year 2020 has not been approved.
9. On July 8, 2021, after applying to CSDCC Shenzhen Branch, the company completed the implementation of the profit distribution plan for 2020, and converted 2 shares for every 10 shares to all shareholders with the capital reserve. The registration date of equity conversion is July 7, 2021, and the total share capital after change is 372170760 shares.
10. On September 8, 2021, the company completed the repurchase and cancellation procedures of 71880 restricted shares that have not been unlocked by one incentive object in China Clearing Shenzhen Branch. After the cancellation of this repurchase, the total share capital of the company was changed to 372098800 shares.
11. On February 14, 2022, the sixth meeting of the seventh board of directors of the company deliberated and approved the proposal on reaching the unlocking conditions of the first unlocking period of the shares granted for the first time in the 2019 restricted stock incentive plan, and agreed to unlock the 95 incentive objects who meet the unlocking conditions for the first time in the first unlocking period, and the number of restricted shares that can be unlocked is 2440080, The above proposal was considered and adopted at the fourth meeting of the seventh board of supervisors of the company. The independent directors of the company expressed independent opinions on this.
(III) previous changes in the number of restricted shares
The number of restricted shares in the company’s restricted stock incentive plan in 2019 has changed over time as follows:
This grant, this take, this excitation, this change, this change
Change the number of shares given to the incentive object after the cancellation of the number of shares. Brief date of the change of the incentive object after the grant (10000 (reduce the number of people (10000 shares) to the price incentive object to explain the number of shares) number of people
From February 616.01 to may 4996, 2020, 96 people were granted to land on the moon for the first time
In 2020, the reserved part is granted 23 person days of registration from 74.22 to 690.23 6.87 119 on December 10
The profit distribution plan for 2020 from July 2021 to 828.276-119 will be implemented on July 7, and 2 shares will be added for every 10 shares
September 2021 repurchase and cancellation of shares of 118 incentive objects from January 8 to July 188 1 821.088
2、 Description on the fulfillment of unlocking conditions during the first unlocking period of shares granted by the restricted stock incentive plan in 2019
(I) the first unlocking period of shares granted for the first time by the restricted stock incentive plan in 2019
The incentive plan stipulates that the restricted shares shall be restricted to sale for 2 years (24 months) from the grant date (lock up period), and the first unlocking period shall be from 24 months to 36 months after the grant date, and the number of unlocked shares is 1 / 3 of the total number of shares received; First grant of shares by the company
