Securities code: 000421 stock abbreviation: Nanjing Public Utilities Development Co.Ltd(000421) Announcement No.: 2022-13 Nanjing Public Utilities Development Co.Ltd(000421)
Announcement on granting restricted shares to the incentive objects of the restricted stock incentive plan in 2021
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Important tips:
Restricted stock grant date: February 14, 2022
Number of restricted shares granted: 5.685 million restricted shares, accounting for about 0.9929% of the company’s current total share capital of 572646934 shares.
Nanjing Public Utilities Development Co.Ltd(000421) (hereinafter referred to as “the company”) the grant conditions specified in the 2021 restricted stock incentive plan (hereinafter referred to as “the incentive plan” or “the incentive plan”) have been fulfilled. According to the authorization of the company’s first extraordinary general meeting in 2022, At the 10th meeting of the 11th board of directors and the 5th meeting of the 11th board of supervisors held on February 14, 2022, the company deliberated and adopted the proposal on granting restricted shares to the incentive objects of the 2021 restricted stock incentive plan, and determined that the granting date of restricted shares was February 14, 2022, 5.685 million restricted shares were granted to 119 eligible incentive objects at the grant price of 2.48 yuan / share. The relevant matters are explained as follows:
1、 Relevant approval procedures performed
1. On December 30, 2021, the company held the 8th meeting of the 11th board of directors and the 4th meeting of the 11th board of supervisors, and deliberated and adopted the proposal on and its summary and other relevant proposals respectively. Related directors abstained from voting on relevant proposals, and independent directors expressed their independent opinions on matters related to the company’s incentive plan. The board of supervisors issued verification opinions on matters related to the incentive plan.
2. On January 7, 2022, the company received the reply on Nanjing Public Utilities Development Co.Ltd(000421) implementation of restricted stock incentive plan (Ningguo Zi Wei Kao [2021] No. 270) from the state owned assets supervision and Administration Commission of Nanjing Municipal People’s Government forwarded by the controlling shareholder Nanjing urban construction investment holding (Group) Co., Ltd, We agree in principle to the Nanjing Public Utilities Development Co.Ltd(000421) 2021 restricted stock incentive plan (Draft).
3. From January 29, 2022 to February 7, 2022, the company publicized the list of incentive objects of 2021 restricted stock incentive plan through the company’s internal bulletin board. At the expiration of the publicity period, the company has not received any objection from any organization or individual to the proposed incentive object. On February 8, 2022, the board of supervisors of the company issued the statement of the board of supervisors on the verification opinions and publicity of the list of incentive objects of the restricted stock incentive plan in 2021.
4. On January 25, 2022, the company conducted a self-examination on the trading of the company’s shares by insiders of the incentive plan and incentive objects. China Securities Depository and Clearing Co., Ltd. Shenzhen Branch issued the inquiry certificate of shareholding and share change of information disclosure obligor and the detailed list of share changes of shareholders. During the self-examination, no insider of the company’s relevant insider information was found to have used the insider information related to the incentive plan to buy and sell stocks. The behaviors of all incentive objects comply with the relevant provisions of the measures for the administration of equity incentive of listed companies, and there is no behavior constituting insider trading.
5. On January 28, 2022, Mr. Ye bangyin, an independent director of the company, was entrusted by other independent directors as the soliciter to solicit entrusted voting rights from all shareholders of the company on the relevant proposals of the company’s 2021 restricted stock incentive plan considered at the first extraordinary general meeting of 2022 held on February 14, 2022.
6. On February 14, 2022, the company held the first extraordinary general meeting of shareholders in 2022, deliberated and approved the proposal on and its summary and other relevant proposals. On February 15, 2022, the company disclosed the self inspection report on the trading of the company’s shares by insiders and incentive objects of the restricted stock incentive plan in 2021.
7. On February 14, 2022, the company held the 10th meeting of the 11th board of directors and the 5th meeting of the 11th board of supervisors, which respectively deliberated and approved the proposal on adjusting the list and number of incentive objects of the 2021 restricted stock incentive plan and the proposal on granting restricted shares to incentive objects of the 2021 restricted stock incentive plan. According to the authorization of the company’s first extraordinary general meeting in 2022, the board of directors of the company adjusted the list of incentive objects and the number of granted shares of the incentive plan, determined that the grant date of restricted shares of the incentive plan was February 14, 2022, and granted 5.685 million restricted shares to 119 incentive objects who met the conditions at the grant price of 2.48 yuan / share. The independent directors expressed their independent opinions on the relevant proposals, and the board of supervisors issued verification opinions on the grant date of the incentive plan and the list of incentive objects.
2、 Description of conditions for granting restricted shares
According to the provisions of the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “measures”) and the “conditions for granting restricted shares” in the company’s 2021 restricted stock incentive plan (Draft) (hereinafter referred to as the “incentive plan”), the incentive object can be granted restricted shares only if it meets the following conditions at the same time: 1 The company is not under any of the following circumstances:
(1) The financial and accounting report of the most recent fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant;
(2) The internal control of the financial report of the latest fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant;
(3) Failure to distribute profits in accordance with laws and regulations, articles of association and public commitments within 36 months after listing;
(4) Equity incentive is not allowed according to laws and regulations;
(5) Other circumstances recognized by the CSRC.
2. The company has the following conditions:
(1) The corporate governance structure is standardized, the shareholders’ meeting, the board of directors and the management are well organized and their responsibilities are clear. External directors (including independent directors, the same below) account for more than half of the members of the board of directors;
(2) The Remuneration Committee is composed of external directors, with sound remuneration committee system, perfect rules of procedure and standardized operation;
(3) Sound internal control system and performance appraisal system, standardized basic management system, and established labor employment, salary and welfare system and performance appraisal system in line with the requirements of market economy and modern enterprise system;
(4) The development strategy is clear, the asset quality and financial status are good, and the business performance is stable; No financial violations and bad records in recent three years;
(5) Other conditions stipulated by the securities regulatory authority.
3. The incentive object does not have any of the following situations:
(1) Being identified as an inappropriate candidate by the stock exchange within the last 12 months;
(2) In the last 12 months, it has been identified as an inappropriate candidate by the CSRC and its dispatched offices;
(3) Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations in the last 12 months;
(4) Those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law;
(5) Those who are not allowed to participate in the equity incentive of listed companies according to laws and regulations;
(6) Other circumstances recognized by the CSRC.
4. In line with the provisions of Article 35 of the Trial Measures for the implementation of equity incentive by state-owned holding listed companies (domestic) (hereinafter referred to as “Document No. 175”), the incentive object does not have any of the following circumstances:
(1) Violating the relevant laws and regulations of the state and the articles of association of listed companies;
(2) During his term of office, he caused losses to the listed company due to illegal and disciplinary acts such as taking bribes, asking for bribes, embezzlement and theft, divulging the operation and technical secrets of the listed company, carrying out related party transactions, damaging the interests and reputation of the listed company and having a significant negative impact on the image of the listed company;
After careful verification, the board of directors of the company believes that neither the company nor the incentive object has occurred or does not belong to any of the above circumstances. To sum up, the granting conditions of this incentive plan have been met, and the incentive object can be granted restricted shares.
3、 Award of this incentive plan
1. Grant date: February 14, 2022
2. Grant price: 2.48 yuan / share
3. Number of persons granted: 119.
4. Source of restricted shares, number of shares granted and distribution of granted objects
(1) Source of restricted stock: issuing A-share common stock of the company to the incentive object.
(2) Number of shares granted: 5.685 million restricted shares, accounting for about 0.9929% of the company’s current total share capital of 572646934 shares.
(3) Distribution of restricted shares granted to incentive objects
Name: the proportion of the number of restricted shares granted in the proportion of restricted shares granted in the current total share capital (10000 shares)
Chairman Li Xiang 25 4.40% 0.0437%
Zhou Wei, director and general manager 25 4.40% 0.0437%
Wang FeiTing, deputy general manager 15 2.64% 0.0262%
Sun Bin, deputy general manager and chief accountant 15 2.64% 0.0262%
Xu Ning, Secretary of the board of directors and deputy general manager 15 2.64% 0.0262%
Tong Naiwen, deputy general manager 15 2.64% 0.0262%
Chen Zhiping employee director 15 2.64% 0.0262%
Middle level and senior personnel, core business / management personnel (total 443.5 78.01% 0.7745%)
112 persons)
Total 119 people 568.5 100.00% 0.9929%
Note: 1. The incentive objects of this incentive plan do not participate in the equity incentive plans of two or more listed companies, and there are no individual or total shareholders among the incentive objects
2. The number of restricted shares granted to any incentive object shall not exceed 1% of the total share capital of the company.
3. The difference in mantissa between the sum of the above total and each detailed number is caused by rounding.
5. Validity period, restricted period and lifting period of restricted shares:
The validity period of the incentive plan shall be no more than 60 months from the date of completion of the registration of the granted restricted shares to the date when all the restricted shares granted to the incentive object are lifted or repurchased. The restricted shares granted to the incentive object under this incentive plan shall not be transferred, used to guarantee or repay debts during the restricted sale period.
The restricted sale periods of restricted shares granted by the incentive plan are 24 months, 36 months and 48 months respectively from the date of completion of the registration of restricted shares.
The release period of restricted shares granted this time and the release schedule of each period are shown in the table below:
Lifting of restrictions on sales arrangement lifting of restrictions on sales time lifting of restrictions on sales proportion
The first release period is from the first trading day 24 months after the completion of the registration of restricted shares to 33%
On the last trading day within 36 months from the date of completion of registration of sex shares
The second release period is from the first trading day 36 months after the completion of the registration of restricted shares to 33%
On the last trading day within 48 months from the date of completion of registration of sex shares
The third release period is from the first trading day 48 months after the completion of the registration of restricted shares to 34%
On the last trading day within 60 months from the date of completion of registration of sex shares
Restricted stocks that have not applied for lifting the restrictions on sales within the above agreed period or cannot apply because they have not met the conditions for lifting the restrictions on sales
