Securities code: 001205 securities abbreviation: Nanjing Shenghang Shipping Co.Ltd(001205) Announcement No.: 2022-006 Nanjing Shenghang Shipping Co.Ltd(001205)
Announcement on adjusting the list and number of incentive objects granted for the first time under 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 Shenghang Shipping Co.Ltd(001205) (hereinafter referred to as “the company”) convened the 15th meeting of the third board of directors and the 10th meeting of the third board of supervisors on January 13, 2022, deliberated and adopted the proposal on adjusting the list and number of incentive objects granted for the first time in the 2021 restricted stock incentive plan. In accordance with the administrative measures for equity incentive of listed companies (hereinafter referred to as the “administrative measures”) and the company’s 2021 restricted stock incentive plan (hereinafter referred to as the “incentive plan”), and in accordance with the authorization of the company’s fourth extraordinary general meeting in 2021, the board of directors of the company adjusted the list and number of incentive objects granted for the first time in the incentive plan. The relevant matters are hereby announced as follows:
1、 Relevant procedures performed in this incentive plan
(I) the company held the 13th meeting of the third board of directors on December 14, 2021, deliberated and adopted the proposal on and its summary, and the proposal on < Nanjing Shenghang Shipping Co.Ltd(001205) 2021 restricted stock incentive plan implementation and assessment management measures 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. The independent directors of the company have expressed their independent opinions on the relevant proposals of the incentive plan.
On the same day, The company held the 8th meeting of the 3rd board of supervisors, deliberated and adopted the proposal on and its summary, the proposal on < Nanjing Shenghang Shipping Co.Ltd(001205) 2021 restricted stock incentive plan implementation assessment management measures, and the proposal on verifying the list of incentive objects first granted by Nanjing Shenghang Shipping Co.Ltd(001205) 2021 restricted stock incentive plan.
(II) from December 15, 2021 to December 24, 2021, the company publicized the list of incentive objects first granted under the Nanjing Shenghang Shipping Co.Ltd(001205) restricted stock incentive plan within the company. At the expiration of the publicity period, the board of supervisors did not receive any objection. On December 25, 2021, the company disclosed the review opinions and publicity statement of the board of supervisors on the list of incentive objects first granted by the company’s restricted stock incentive plan in 2021.
At the same time, the company conducted a self-examination on the trading of the company’s shares by insiders of the incentive plan and incentive objects within 6 months before the public disclosure of the draft incentive plan. On December 31, 2021, 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.
(III) on December 30, 2021, the company held the fourth extraordinary general meeting of shareholders in 2021, The proposal on < Nanjing Shenghang Shipping Co.Ltd(001205) 2021 restricted stock incentive plan (Draft) and its summary, the proposal on < Nanjing Shenghang Shipping Co.Ltd(001205) 2021 restricted stock incentive plan implementation assessment management measures and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to 2021 fixed-term stock incentive plan were reviewed and adopted.
(IV) on January 13, 2022, the company held the 15th meeting of the 3rd board of directors and the 10th meeting of the 3rd board of supervisors, deliberated and adopted the proposal on adjusting the list and number of incentive objects granted for the first time under the 2021 restricted stock incentive plan and the proposal on granting restricted stocks to incentive objects for the first time. According to the authorization of the fourth extraordinary general meeting of shareholders in 2021, the board of directors adjusted the list and number of incentive objects granted for the first time in the incentive plan, determined that the grant date of the incentive plan was January 13, 2022, and granted 1.68 million restricted shares to 50 eligible incentive objects at a grant price of 11.70 yuan / share. The independent directors of the company expressed their independent opinions, and the board of supervisors verified the list of incentive objects granted restricted shares this time.
2、 Description of adjustment of the first grant of this incentive plan
In view of the fact that two incentive objects voluntarily give up subscribing for the restricted shares to be granted by the company for personal reasons, in accordance with the relevant provisions of the company’s restricted stock incentive plan in 2021 (hereinafter referred to as the “incentive plan”) and the authorization of the company’s fourth extraordinary general meeting in 2021, it is agreed to adjust the list and number of incentive objects granted for the first time in the incentive plan. The specific adjustment contents are as follows: the number of incentive objects granted for the first time in the incentive plan is adjusted from 52 to 50, and the number of restricted shares granted for the first time is adjusted from 1.72 million shares to 1.68 million shares; Local excitation
The total number of restricted shares to be granted under the incentive plan is adjusted from 2 million shares to 1.96 million shares, and the reserved granting part of 280000 shares remains unchanged.
In addition to the above adjustments, other contents of the restricted stock incentive plan implemented this time are consistent with the incentive plan deliberated and approved by the fourth extraordinary general meeting of shareholders in 2021, and there are no other differences.
3、 Actual impact of adjustment on the company
The adjustment of the list of incentive objects and the number of awards granted for the first time in the company’s restricted stock incentive plan in 2021 will not have a material impact on the company’s financial status 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 incentives granted for the first time in the 2021 restricted stock incentive plan (hereinafter referred to as the “incentive plan”), which is in line with the administrative measures for equity incentive of listed companies (hereinafter referred to as the “administrative measures”) and the provisions on adjustment matters in the incentive plan. The adjustment is within the scope of authorization of the fourth extraordinary general meeting of shareholders in 2021 to the board of directors of the company. 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 and number of incentive objects granted for the first time in the company’s restricted stock incentive plan in 2021.
5、 Opinions of the board of supervisors
This adjustment meets the requirements of the company’s 2021 restricted stock incentive plan and relevant laws and regulations, and there is no damage to the interests of shareholders. The adjusted incentive objects meet the incentive object conditions specified in the administrative measures for equity incentive of listed companies and other laws, regulations and normative documents, and they are legal and effective as the incentive objects of this incentive plan.
6、 Conclusion of legal opinion
According to the lawyer of Beijing Jingtian Gongcheng law firm, “as of the date of issuance of this legal opinion, the adjustment of the incentive plan and the first grant have obtained the necessary approval and authorization at this stage; the grant date and object determined by this grant are in line with the administrative measures And the relevant provisions of this incentive plan; The conditions for this grant have been met, and the implementation of this grant by the company complies with the relevant provisions of the management measures and the incentive plan; This grant still needs to fulfill the obligation of information disclosure and handle the registration of restricted stock grant in accordance with the law. “
7、 Opinion of independent financial adviser
Zhongshan Securities Co., Ltd. believes that ” Nanjing Shenghang Shipping Co.Ltd(001205) the necessary approval and authorization have been obtained for the first grant of this incentive plan, and the determination of the date, price, object and quantity of this restricted stock grant, as well as the adjustment and grant of this restricted stock incentive plan comply with the company law, the securities law and the administrative measures According to the provisions of laws, regulations and normative documents, Nanjing Shenghang Shipping Co.Ltd(001205) does not meet the granting conditions specified in the company’s restricted stock incentive plan in 2021. “
8、 Documents for future reference
1. Resolutions of the 15th meeting of the third board of directors of the company;
2. Resolutions of the 10th meeting of the third board of supervisors of the company;
3. Independent opinions of independent directors of the company on relevant proposals of the 15th meeting of the third board of directors;
4. Legal opinion of Beijing Jingtian Gongcheng law firm on the adjustment and initial grant of restricted stock incentive plan in Nanjing Shenghang Shipping Co.Ltd(001205) 2021;
5. Independent financial consultant report of Zhongshan Securities Co., Ltd. on matters related to the first grant of Nanjing Shenghang Shipping Co.Ltd(001205) restricted stock incentive plan in 2021.
It is hereby announced.
Nanjing Shenghang Shipping Co.Ltd(001205) board of directors January 14, 2022
