The incentive object proposal was rejected by the general meeting of shareholders of the company, Zhejiang Cayi Vacuum Container Co.Ltd(301004) (301004. SZ) submitted the proposal to the general meeting of shareholders for deliberation intact. Zhejiang Cayi Vacuum Container Co.Ltd(301004) this approach has attracted the attention of Shenzhen Stock Exchange. On December 22, Shenzhen Stock Exchange issued a concern letter to Zhejiang Cayi Vacuum Container Co.Ltd(301004) , asking the company to explain the reasons why the incentive object proposal was not deliberated and approved by the general meeting of shareholders, and the necessity and rationality of submitting the incentive object proposal to the general meeting of shareholders for deliberation.
Zhejiang Cayi Vacuum Container Co.Ltd(301004) its main business is the R & D, design, production and sales of beverage and food containers of different materials. Its main products include stainless steel vacuum insulated containers (insulated cups, insulated pots, stewing cans, smart cups, etc.), stainless steel containers, plastic containers (PP, as, tritan, etc.), glassware and daily beverage and food containers of other new materials. The company was listed on Shenzhen Stock Exchange on June 25, 2021. According to the choice data, since the listing, Zhejiang Cayi Vacuum Container Co.Ltd(301004) share price has fluctuated from 18.27 yuan / share to 35.80 yuan / share, with a cumulative decline of 30.94%. In the same period, the sector has increased by 23.41% and the market has increased by 0.04%.
It dates back to November 23, 2021. Zhejiang Cayi Vacuum Container Co.Ltd(301004) the seventh meeting of the second board of directors was held on the same day, and the incentive plan proposal and incentive object proposal were reviewed and approved. The company plans to grant 4.3 million restricted shares, including 3.44 million shares for the first time. The number of incentive objects granted for the first time is 66, including directors, senior managers, middle managers and core technology (business) backbone who served in the company when the company announced the incentive plan. The grant price (including reserved grant) is RMB 10.75 per share.
On December 13, 2021, Zhejiang Cayi Vacuum Container Co.Ltd(301004) at the third extraordinary general meeting of shareholders in 2021, no shareholders avoided voting on the incentive plan proposal, and related shareholders avoided voting on the incentive object proposal.
Among them, the proposal on Zhu Zhongping and Cui Guangwen as incentive objects of restricted shares of the company in 2021 (hereinafter referred to as “incentive object proposal”) was not deliberated and adopted by the general meeting of shareholders.
The voting results showed that 24300 shares were approved, accounting for 38.94% of the total voting shares of shareholders and shareholders’ proxy representatives attending the meeting; 38100 shares were opposed, accounting for 61.06% of the total voting shares of shareholders and shareholders’ proxy representatives attending the meeting, and 0 shares were abstained, accounting for 0% of the total voting shares of shareholders and shareholders’ proxy representatives attending the meeting.
Although the above motion was rejected, Zhejiang Cayi Vacuum Container Co.Ltd(301004) insisted on promoting it. The reporter of economic information daily noted that Zhejiang Cayi Vacuum Container Co.Ltd(301004) on December 21, it was announced that the above-mentioned rejected proposal would be submitted to the general meeting of shareholders for deliberation again.
Article 34 of the measures for the administration of equity incentive of listed companies points out that when a listed company implements equity incentive, the board of directors shall make a resolution on the draft equity incentive plan according to law, and the directors who intend to be the incentive object or have an associated relationship with them shall avoid voting.
However Zhejiang Cayi Vacuum Container Co.Ltd(301004) in the seventh meeting of the second board of directors and the third extraordinary general meeting of shareholders in 2021, the proposal of incentive objects was considered separately from the proposal of incentive plan, and the directors and shareholders associated with the proposed incentive objects Zhu Zhongping and Cui Guangwen did not avoid voting on the proposal of incentive plan.
In this regard, the Shenzhen stock exchange requires the company to explain in detail the necessity and rationality of the above deliberation and avoidance arrangements, and whether they comply with Articles 34 and 41 of the measures for the administration of equity incentive of listed companies. At the same time, independent directors, independent financial advisers and lawyers of the company shall give clear verification opinions.
For the old case that the company wants to force to be rejected, Shenzhen stock exchange requires Zhejiang Cayi Vacuum Container Co.Ltd(301004) to explain in detail the reasons why the incentive object proposal has not been considered and approved by the general meeting of shareholders, whether there are problems in the content of the proposal, and the specific situation of internal discussion and communication with investors, Whether the practice of directly resubmitting the proposals that have not been deliberated and passed to the general meeting of shareholders for deliberation complies with the provisions of relevant laws and regulations or internal systems such as the securities law, the company law and the articles of association. Meanwhile, Shenzhen stock exchange requires Zhejiang Cayi Vacuum Container Co.Ltd(301004) in combination with the company’s proposal on incentive plan The deliberation and avoidance arrangement of the incentive object’s proposal explains whether there is a situation to circumvent the provisions of “if the shareholders’ meeting fails to approve the equity incentive plan after deliberation, the listed company shall not review the equity incentive plan again within 3 months from the date of announcement of the resolution”, as mentioned in Article 52 of the administrative measures for equity incentive of listed companies, and whether it is conducive to protecting the interests of small and medium-sized investors.
In addition, the Shenzhen Stock Exchange also requires Zhejiang Cayi Vacuum Container Co.Ltd(301004) to specify the necessity and rationality of submitting the incentive object proposal to the general meeting of shareholders for deliberation, the specific employment and main responsibilities of the relevant incentive object, the basis and rationality for determining the number of shares to be granted, whether it is consistent with its position and contribution, and in combination with the setting of performance assessment indicators Stock price trend and restricted stock grant price indicate whether there is benefit transfer.
The Shenzhen Stock Exchange reminded Zhejiang Cayi Vacuum Container Co.Ltd(301004) that listed companies must operate in accordance with national laws and regulations and the Shenzhen Stock Exchange GEM Listing Rules, and earnestly and timely fulfill the obligation of information disclosure. All members of the board of directors of a listed company must ensure that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions, and bear individual and joint liabilities for their guarantee.
(economic reference network)
