Securities code: 000421 stock abbreviation: Nanjing Public Utilities Development Co.Ltd(000421) Announcement No.: 2022-14 Nanjing Public Utilities Development Co.Ltd(000421)
Announcement on adjusting the list of incentive objects and the number of awards 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.
Nanjing Public Utilities Development Co.Ltd(000421) (hereinafter referred to as “the company”) held the 10th meeting of the 11th board of directors and the 5th meeting of the 11th board of supervisors on February 14, 2022, and deliberated and adopted the proposal on adjusting the list of incentive objects and the number of awards of the 2021 restricted stock incentive plan. In accordance with the relevant provisions of the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “measures”) and the company’s restricted stock incentive plan (Draft) in 2021 (hereinafter referred to as the “incentive plan”), and in accordance with 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 grants of the restricted stock plan in 2021 (hereinafter referred to as “this incentive plan” and “incentive plan”). The relevant matters are hereby announced 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、 List of incentive objects and adjustment of grant quantity of restricted stock incentive plan of the company in 2021
Among the incentive objects to be granted by the company in this incentive plan, one incentive object voluntarily gave up participating in the incentive plan for personal reasons. 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 awards in this incentive plan. After adjustment, the number of incentive objects in this incentive plan is adjusted from 120 to 119, and the number of restricted shares granted in this incentive plan is adjusted from 5.72 million shares to 5.685 million shares.
In addition to the above adjustments, other contents of the incentive plan implemented this time are consistent with the incentive plan deliberated and approved by the company’s first extraordinary general meeting of shareholders in 2022, and there are no other differences.
3、 Actual impact of adjustment on the company
The company’s adjustment of the list of incentive objects and the number of awards of the 2021 incentive plan complies with the management office
According to the law of the people’s Republic of China and the company’s incentive plan, this adjustment will not have a material impact on the company’s financial situation and operating results.
4、 Opinions of independent directors
The company has fulfilled the necessary review procedures for the adjustment of the list of incentive objects and the number of awards in the 2021 incentive plan, which is in line with the measures for the administration of equity incentive of listed companies and the provisions on adjustment matters in the incentive plan. This adjustment is within the scope of authorization given to the board of directors by the company’s first extraordinary general meeting in 2022. The adjustment procedure is legal and compliant, and there is no damage to the interests of the company and all shareholders. Therefore, we unanimously agree to adjust the list of incentive objects and the number of grants of the company’s restricted stock incentive plan in 2021.
5、 Opinions of the board of supervisors
After review, the board of supervisors held that after adjustment, the number of incentive objects granted by the company was adjusted from 120 to 119, and the number of restricted shares granted in this incentive plan was adjusted from 5.72 million to 5.685 million. The adjusted incentive objects met the incentive object conditions specified in the management measures, incentive plan and other relevant documents, As the incentive object of this incentive plan, it is legal and effective.
This adjustment complies with the relevant provisions of the management measures and the incentive plan, and there is no damage to the interests of the company’s shareholders.
The board of supervisors agreed to adjust the list of incentive objects and the number of grants of the above restricted stock incentive plan in 2021. 6、 Concluding observations of legal opinions
Our lawyers believe that as of the date of issuance of this legal opinion, the company has obtained the necessary approval and authorization for the adjustment and grant of this equity incentive plan at this stage; The determined authorization date and the adjustment and determination of the granting object and number of restricted shares comply with the relevant provisions of the administrative measures and the company’s 2021 restricted stock incentive plan, and are within the scope of authorization of the company’s general meeting of shareholders; The authorization conditions of this equity incentive plan have been met, and the implementation of this grant by the company complies with the administrative measures and the relevant provisions of the company’s restricted stock incentive plan in 2021.
7、 Documents for future reference
1. Resolutions of the 10th meeting of the 11th board of directors;
2. Resolutions of the 5th meeting of the 11th board of supervisors;
3. Independent opinions of independent directors;
4. Legal opinion of Guohao law firm on the adjustment and grant of Nanjing Public Utilities Development Co.Ltd(000421) 2021 restricted stock incentive plan.
It is hereby announced.
Nanjing Public Utilities Development Co.Ltd(000421) board of directors February 14, 2002
