Securities code: Hangzhou Century Co.Ltd(300078) securities abbreviation: Hangzhou Century Co.Ltd(300078) Announcement No.: 2022039 bond Code: 123096 bond abbreviation: Sichuang convertible bond
Hangzhou Century Co.Ltd(300078)
Announcement on adjusting the exercise price of the company’s stock options 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.
Hangzhou Century Co.Ltd(300078) (hereinafter referred to as “the company” and ” Hangzhou Century Co.Ltd(300078) “) 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 at the 9th meeting of the 5th board of directors and the 8th meeting of the 5th board of supervisors held on April 27, 2022. Now the relevant matters are explained 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. The 28th meeting of the 4th board of directors and the 25th meeting of the 4th board of supervisors held on April 28, 2021 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 the 2019 stock option and restricted stock incentive plan. After the cancellation, the incentive objects of the company’s 2019 stock option and restricted stock incentive plan will be adjusted from 66 to 64. The cancellation of the above stock options was completed on August 10, 2021.
2、 Reasons and methods of this adjustment
The company held the 2020 annual general meeting of shareholders on May 20, 2021, deliberated and passed the proposal on the profit distribution plan in 2020, and agreed to distribute cash dividends of RMB 0.13 (tax included) for every 10 shares based on the total share capital of the company on the date of equity distribution registration. This equity distribution was completed on July 14, 2021. According to the provisions of the company’s 2019 stock option and restricted stock incentive plan (Draft), if the company has matters such as the conversion of capital reserve into share capital, distribution of stock dividends, division of shares, allotment of shares, reduction of shares or dividend distribution before the exercise of incentive objects, the exercise price shall be adjusted accordingly. The adjustment method is as follows: stock option exercise price adjustment P = p0-v
Where: P0 is the exercise price before adjustment; V is the dividend per share; P is the adjusted exercise price. After dividend adjustment, P must still be greater than 1.
Therefore, the exercise price of this stock option is adjusted to P = p0-v = 12.572 – 0.013 = 12.559 yuan / share.
3、 Impact of this adjustment on the company
The company’s adjustment of the exercise price of stock options will not have a material impact on the company’s financial status and operating results.
4、 Opinions of independent directors
The company’s adjustment of the exercise price of stock options complies with the relevant provisions of the administrative measures for equity incentive of listed companies and the company’s 2019 stock options and restricted stock incentive plan (Draft). The content of this adjustment is within the scope of authorization of the board of directors of the company by the first extraordinary general meeting of shareholders in 2020. The decision-making procedure is legal and compliant, and there is no situation damaging the interests of the company and shareholders. Therefore, the independent directors unanimously agree that the company will adjust the exercise price of stock options under the 2019 stock option and restricted stock incentive plan.
5、 Opinions of the board of supervisors
After review, the board of supervisors of the company believes that the adjustment of the exercise price of stock options of the company complies with the relevant provisions of the administrative measures for equity incentive of listed companies and the company’s 2019 stock option and restricted stock incentive plan (Draft). The decision-making procedure is legal and compliant, and there is no situation damaging the interests of the company and shareholders. We agree that the company will adjust the exercise price of stock options and restricted stock incentive plan in 2019.
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. Opinions of the 9th meeting of the independent board of directors on matters considered by the independent 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
