Securities code: 001205 securities abbreviation: Nanjing Shenghang Shipping Co.Ltd(001205) Announcement No.: 2021-040 Nanjing Shenghang Shipping Co.Ltd(001205)
Announcement on resolutions of the 13th meeting of the third board of directors
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.
1、 Convening of board meeting
The 13th meeting of the third board of directors of Nanjing Shenghang Shipping Co.Ltd(001205) (hereinafter referred to as “the company”) was held in the company’s conference room on December 14, 2021 by means of on-site communication meeting. The meeting notice was sent to all directors by e-mail on December 10, 2021.
The meeting was presided over by Mr. Li Taoyuan, chairman of the company. 8 directors should attend the meeting and 8 actually attended the meeting. The Secretary of the board of directors, some supervisors and some senior managers attended the board meeting as nonvoting delegates. The meeting shall be held in accordance with the company law of the people’s Republic of China and the articles of association.
2、 Deliberations of the board meeting
(i) Consideration and adoption of the Convention on
< Nanjing Shenghang Shipping Co.Ltd(001205) 2021 年限制性股票激励计划（草案）>
And its summary.
In order to further establish and improve the company’s long-term incentive mechanism, attract and retain excellent talents, fully mobilize the enthusiasm of the company’s directors, senior managers, middle managers and core business personnel, effectively combine the interests of shareholders, the company and the personal interests of the core team, and make all parties pay common attention to the long-term development of the company, On the premise of fully protecting the interests of shareholders and in accordance with the principle of equal income and contribution, the remuneration and assessment committee of the board of directors of the company has formulated the Nanjing Shenghang Shipping Co.Ltd(001205) 2021 restricted stock incentive plan (Draft) and its abstract in accordance with relevant laws and regulations, and plans to implement the restricted stock incentive plan to the incentive objects.
See Nanjing Shenghang Shipping Co.Ltd(001205) 2021 restricted stock incentive plan (Draft) and its abstract published on cninfo.com.cn on the same day for details.
The independent directors of the company have expressed their independent opinions explicitly agreed to this proposal. For details, see the independent opinions of the company on relevant proposals of the 13th meeting.
Related directors Li Taoyuan, Diao Jianming, Ding Hongbao and Li Lingyun avoided voting, and the proposal was considered and voted by four unrelated directors.
Voting results: 4 affirmative votes, 0 negative votes and 0 abstention votes.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation by special resolution.
（2） Consideration and adoption of the Convention on
< Nanjing Shenghang Shipping Co.Ltd(001205) 2021 年限制性股票激励计划实施考核管理办法>
The motion of the.
In order to ensure the smooth implementation of the equity incentive plan of the company, in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of equity incentive of listed companies and other relevant laws, administrative regulations, normative documents and the relevant provisions of the articles of association, and in combination with the actual situation of the company, The administrative measures for the implementation and assessment of Nanjing Shenghang Shipping Co.Ltd(001205) 2021 restricted stock incentive plan are hereby formulated.
For details, see the management measures for the implementation and assessment of Nanjing Shenghang Shipping Co.Ltd(001205) 2021 restricted stock incentive plan published on cninfo.com. CN on the same day.
The independent directors of the company have expressed their independent opinions explicitly agreed to this proposal. For details, see the independent opinions of the independent directors of the company on the relevant proposals of the 13th meeting of the third board of directors published on cninfo.com.cn on the same day.
Related directors Li Taoyuan, Diao Jianming, Ding Hongbao and Li Lingyun avoided voting, and the proposal was considered and voted by four unrelated directors.
Voting results: 4 affirmative votes, 0 negative votes and 0 abstention votes.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation by special resolution.
（3） The proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the restricted stock incentive plan in 2021 was deliberated and adopted.
In order to ensure the smooth implementation of the company’s incentive plan, the general meeting of shareholders is requested to authorize the board of directors to handle the following matters related to the company’s restricted stock incentive plan:
1. The general meeting of shareholders of the company is requested to authorize the board of directors to be responsible for the following matters for the specific implementation of the equity incentive plan: (1) authorize the board of directors to determine the qualifications and conditions of incentive objects to participate in the incentive plan and determine the grant date of the incentive plan;
(2) Authorize the board of directors to adjust the number of restricted shares in accordance with the methods specified in the restricted stock incentive plan when the company has matters such as the conversion of capital reserve into share capital, the distribution of stock dividends, the splitting of shares, the allotment of shares and the reduction of shares;
(3) Authorize the board of directors to adjust the granting price of restricted shares in accordance with the methods specified in the restricted stock incentive plan when the company has matters such as dividend distribution, conversion of capital reserve into share capital, distribution of stock dividends, share splitting, share allotment or share reduction;
(4) Authorize the board of directors to adjust the shares of restricted shares abandoned by the incentive objects to the reserved part or distribute and adjust or directly reduce them among the incentive objects before the grant of restricted shares;
(5) Authorize the board of directors to grant restricted shares to the incentive object when the incentive object meets the conditions and handle all matters necessary for the grant of restricted shares, including but not limited to submitting an application for grant to the stock exchange, applying to the registration and Clearing Company for relevant registration and clearing business, amending the articles of association, and handling the change registration of the company’s registered capital;
(6) Authorize the board of directors to review and confirm the incentive object’s qualification for lifting the sales restriction and the conditions for lifting the sales restriction, and agree that the board of directors will authorize the remuneration and assessment committee to exercise this right;
(7) Authorize the board of directors to decide whether the incentive object can lift the sales restriction;
(8) Authorize the board of directors to handle all matters necessary for the incentive object to lift the sales restriction, including but not limited to applying to the stock exchange for lifting the sales restriction and applying to the registration and Clearing Company for handling the relevant registration and clearing business; (9) authorize the board of directors to handle the sales restriction of restricted shares that have not been lifted;
(10) Authorize the board of directors to determine the incentive object, grant quantity, grant price, grant date and other matters of the reserved restricted shares in the incentive plan;
(11) Authorize the board of directors to manage and adjust the company’s restricted stock incentive plan, including but not limited to the implementation of equity incentive plan;
(12) Authorize the board of directors to sign, execute, modify and terminate any agreement related to the equity incentive plan and other relevant agreements;
(13) Authorize the board of directors to manage and adjust the company’s restricted stock incentive plan, and formulate or modify the management and implementation provisions of the plan from time to time on the premise of being consistent with the terms of the incentive plan. However, if laws, regulations or relevant regulatory authorities require such modifications to be approved by the general meeting of shareholders or / and relevant regulatory authorities, such modifications by the board of directors must Obtain corresponding approval;
(14) Authorize the board of directors to implement other necessary matters required by the restricted stock incentive plan, except for the rights to be exercised by the general meeting of shareholders specified in relevant documents.
2. Submit to the general meeting of shareholders of the company to authorize the board of directors to go through the formalities of approval, registration, filing, approval and consent with relevant governments and institutions; Sign, implement, modify and complete the documents submitted to relevant governments, institutions, organizations and individuals; Amend the articles of association and handle the registration of changes in the company’s registered capital; And do all acts it deems necessary, appropriate or appropriate in connection with this incentive plan.
3. The general meeting of shareholders is requested to authorize the board of directors to appoint intermediary institutions such as receiving banks, audit institutions, legal advisers and financial advisers for the implementation of the incentive plan.
4. Submit to the general meeting of shareholders of the company for approval, and the period of authorization to the board of directors is consistent with the validity of this incentive plan.
The above authorized matters, except for those clearly specified in laws, administrative regulations, rules of the CSRC, normative documents, this incentive plan or the articles of association that need to be adopted by the board of directors, other matters can be directly exercised by the chairman of the board of directors or an appropriate person authorized by him on behalf of the board of directors.
Related directors Li Taoyuan, Diao Jianming, Ding Hongbao and Li Lingyun avoided voting, and the proposal was considered and voted by four unrelated directors.
Voting results: 4 affirmative votes, 0 negative votes and 0 abstention votes.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation by special resolution.
（4） The proposal on convening the fourth extraordinary general meeting of shareholders in 2021 was reviewed and approved. The company plans to convene the fourth extraordinary general meeting of shareholders in 2021 on December 30, 2021 to review relevant proposals. For details, see the notice on convening the fourth extraordinary general meeting of shareholders in 2021 published on cninfo.com.cn on the same day (Announcement No.: 2021-043).
Voting results: 8 affirmative votes, 0 negative votes and 0 abstention votes.
3、 Documents for future reference 1. Resolutions of the 13th meeting of the third board of directors of the company; 2. Opinions of independent directors of the company on relevant proposals of the 13th meeting of the third board of directors. It is hereby announced.
Nanjing Shenghang Shipping Co.Ltd(001205) board of directors December 15, 2021
