Securities code: Hangzhou Century Co.Ltd(300078) securities abbreviation: Hangzhou Century Co.Ltd(300078) Announcement No.: 2022041 bond Code: 123096 bond abbreviation: Sichuang convertible bond
Hangzhou Century Co.Ltd(300078)
Announcement on cancellation of some stock options of the company’s stock option and restricted stock incentive plan in 2019
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.
The fifth session of the board of directors (hereinafter referred to as “the eighth session of the board of directors”) on the incentive plan of stock repurchase and cancellation of restricted shares was held on August 27, 2019. According to the relevant provisions of the company’s 2019 stock option and restricted stock incentive plan (Draft) (hereinafter referred to as “the incentive plan” or “the incentive plan”) and the 2019 stock option and restricted stock incentive plan assessment management measures (hereinafter referred to as “the assessment management measures”), 12 incentive objects have resigned for personal reasons and are no longer qualified as incentive objects, The company cancelled 1474200 stock options it held. Because the company’s performance in 2021 did not meet the performance evaluation index of the second exercise period specified in the incentive plan, the company cancelled 2535300 stock options corresponding to the second exercise period of the incentive plan held by 52 granted objects according to the provisions of the incentive plan. To sum up, the board of directors plans to cancel a total of 4009500 stock options granted by the 2019 stock option and restricted stock incentive plan, accounting for 0.46% of the current total share capital of the company. The relevant information about the cancellation is described as follows:
1、 Relevant approval procedures of the company’s 2019 stock option and restricted stock incentive plan
1. On December 16, 2019, the 15th meeting of the Fourth Board of directors of the company deliberated and approved the proposal on the company’s 2019 stock option and restricted stock incentive plan (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company’s 2019 stock option and restricted stock incentive plan, and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive; The 13th meeting of the 4th board of supervisors of the company deliberated and approved the proposal on the company’s 2019 stock option and restricted stock incentive plan (Draft) and its summary, the proposal on the measures for the implementation and assessment of the company’s 2019 stock option and restricted stock incentive plan, and the proposal on verifying the list of objects granted by the company’s 2019 stock option and restricted stock incentive plan; The independent directors of the company expressed their agreed independent opinions on matters related to the 15th meeting of the Fourth Board of directors.
2. From December 17, 2019 to December 30, 2019, the company publicized the names and positions of incentive objects on the company’s website. On December 31, 2019, the board of supervisors issued the notice and verification opinions of the board of supervisors on the publicity of the list of incentive objects of the company’s 2019 stock option and restricted stock incentive plan.
3. On January 6, 2020, the first extraordinary general meeting of the company in 2020 deliberated and approved the proposal on the company’s 2019 stock option and restricted stock incentive plan (Draft) and its summary, the proposal on the assessment measures for the implementation of the company’s 2019 stock option and restricted stock incentive plan, and the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive.
4. On February 14, 2020, the 17th meeting of the 4th board of directors and the 14th meeting of the 4th board of supervisors deliberated and adopted the proposal on granting stock options and restricted shares to incentive objects. The independent directors of the company expressed their independent opinions on the matter.
5. On April 28, 2021, the 28th meeting of the Fourth Board of directors and the 25th meeting of the Fourth Board of supervisors deliberated and adopted the proposal on adjusting the exercise price of stock options in the company’s 2019 stock option and restricted stock incentive plan. Since the company has completed the equity distribution in 2019, the exercise price of stock options in the company’s 2019 stock option incentive plan is adjusted from 12.59 yuan / share to 12.572 yuan / share.
6. On April 28, 2021, the 28th meeting of the Fourth Board of directors and the 25th meeting of the Fourth Board of supervisors of the company deliberated and adopted the proposal on cancellation of some stock options and repurchase cancellation of some restricted shares of the company’s 2019 stock option and restricted stock incentive plan. According to the relevant provisions of the company’s incentive plan and the measures for the assessment and management of 2019 stock option and restricted stock incentive plan, it is agreed to cancel a total of 3986100 stock options granted by 2019 stock option and restricted stock incentive plan. After this cancellation, the incentive objects of the company’s 2020 stock option incentive plan will be adjusted from 66 to 64. The cancellation of the above stock options was completed on August 10, 2021.
7. On April 27, 2022, the 9th meeting of the 5th board of directors and the 8th meeting of the 5th board of supervisors deliberated and adopted the proposal on adjusting the exercise price of stock options in the company’s 2019 stock option and restricted stock incentive plan. Since the company has completed the equity distribution in 2020, the exercise price of stock options in the company’s 2019 stock option incentive plan is adjusted from 12.572 yuan / share to 12.559 yuan / share.
2、 Reasons for canceling some stock options this time
(1) Resignation of some incentive objects
According to the company’s incentive plan, assessment management measures and relevant laws and regulations, the company will cancel 1474200 stock options held by 12 incentive objects in view of their resignation and no longer have the qualification of incentive objects.
(2) The company’s 2021 annual performance assessment objectives have not been achieved
According to the provisions of the company’s incentive plan, in the second exercise period of the incentive plan, the performance evaluation condition at the company level is “based on the net profit in 2019, and the net profit growth rate in 2021 shall not be less than 20%”. According to the audit, the net profit attributable to the shareholders of the listed company after the amortization of the cost of the company’s incentive plan in 2021 did not meet the performance evaluation index of the second exercise period specified in the incentive plan. According to the relevant provisions of the incentive plan, 2535300 stock options corresponding to the second exercise period of the incentive plan held by 52 granted objects shall not be exercised and shall be cancelled by the company.
3、 Impact of the cancellation of stock options on the company
The cancellation of some stock options will not have a substantial impact on the company’s financial status and operating results, nor will it affect the continued implementation of the company’s equity incentive plan and the diligence of the company’s management team. The company’s management team will continue to earnestly perform their duties and strive to create value for shareholders.
4、 Opinions of independent directors
After verification, the cancellation of some stock options and the repurchase and cancellation of some restricted shares in the 2019 stock option and restricted stock incentive plan comply with relevant laws and regulations, the incentive plan and other relevant provisions, the decision-making procedures are legal and compliant, and there is no damage to the interests of the company and shareholders. Therefore, we unanimously agree to the above matters and agree to submit the matter to the general meeting of shareholders of the company for deliberation.
5、 Opinions of the board of supervisors
After review, the board of supervisors of the company believes that the cancellation of some stock options and the repurchase and cancellation of some restricted shares in the 2019 stock option and restricted stock incentive plan are in line with the relevant provisions of the company’s 2019 stock option and restricted stock incentive plan (Draft), the review procedures are legal and compliant, and will not have an impact on the company’s financial status and operating results, There are no circumstances that harm the interests of the company and shareholders.
6、 Lawyer’s concluding comments
Shanghai jintiancheng law firm believes that the relevant matters of the 2019 equity incentive plan have fulfilled the approval and authorization that should be fulfilled, and the cancellation of restricted stock repurchase still needs to be approved by the general meeting of shareholders. The methods, contents and results of this adjustment of the company comply with the provisions of the administrative measures, listing rules and other relevant laws, regulations and normative documents, as well as the 2019 equity incentive plan (Draft). The company still needs to fulfill the obligation of information disclosure according to law on matters related to the 2019 equity incentive plan, and go through follow-up procedures in accordance with the provisions of the 2019 equity incentive plan (Draft).
7、 Documents for future reference
1. Resolutions of the 9th meeting of the 5th board of directors of the company;
2. Resolutions of the 8th meeting of the 5th board of supervisors of the company;
3. Independent opinions of independent directors on matters related to the ninth meeting of the Fifth Board of directors of the company;
4. Legal opinion of Shanghai jintiancheng law firm on matters related to 3 Guangdong Xinhui Meida Nylon Co.Ltd(000782) 019 stock option and restricted stock incentive plan.
It is hereby announced.
Hangzhou Century Co.Ltd(300078) board of directors
April 29, 2022
