Securities code: 001205 securities abbreviation: Nanjing Shenghang Shipping Co.Ltd(001205) Announcement No.: 2022-007 Nanjing Shenghang Shipping Co.Ltd(001205)
Announcement on granting restricted shares to incentive objects for the first time
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.
Special tips:
Restricted stock grant date: January 13, 2022
Number of restricted shares granted: 1.68 million shares
Grant price of restricted shares: 11.7 yuan / share
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 and the proposal on granting restricted stocks to incentive objects for the first time. According to the administrative measures for equity incentive of listed companies (hereinafter referred to as the “administrative measures”) and the relevant provisions of the company’s restricted stock incentive plan in 2021 (hereinafter referred to as the “incentive plan”), the board of directors of the company considers that the grant conditions specified in the incentive plan have been completed. Meanwhile, according to the authorization of the company’s fourth extraordinary general meeting in 2021, the board of directors adjusted the list and number of incentive objects granted for the first time in the incentive plan. The board of directors 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 11.7 yuan / share. The relevant matters are hereby announced as follows:
1、 Overview of this incentive plan
(I) form of granted equity: the incentive form adopted in this incentive plan is restricted stock.
(II) source and type of underlying stock: the source of the underlying stock involved in the incentive plan is the company’s RMB A-share common stock issued by the company to the incentive object.
(III) number of authorized rights and interests: the number of restricted shares to be granted to the incentive object in the incentive plan is
1.96 million shares. Among them, 1680000 restricted shares were granted for the first time and 280000 restricted shares were reserved for grant. (IV) scope of incentive objects: a total of 50 incentive objects are granted for the first time in the incentive plan, including directors, senior managers, middle managers and core business personnel in the company (including subsidiaries, the same below) when the company and its subsidiaries announce the incentive plan. Excluding the company’s independent directors, supervisors, shareholders or actual controllers holding more than 5% of the shares alone or in total and their spouses, parents and children.
(V) grant price: 11.7 yuan / share
(VI) validity period, sales restriction period and lifting of sales restriction of the incentive plan
1. Period of validity
The validity period of this incentive plan is from the date of granting restricted shares to the date when all restricted shares granted to the incentive object are lifted or repurchased and cancelled, and the longest period shall not exceed 54 months.
2. Restricted period
All restricted shares granted to incentive objects are subject to different restricted sales periods, which are calculated from the listing date. The interval between the grant date and the first release date of the restriction shall not be less than 12 months.
3. Lifting of sales restrictions
The arrangement for the release of restricted shares granted for the first time is shown in the table below:
Release of restriction arrangement release of restriction time release of restriction proportion
18 months after the listing date of some restricted shares granted for the first time
50% from the first trading day of the first release period to the listing date of some restricted shares granted for the first time
Ending on the last trading day within 30 months from
30 months after the listing date of some restricted shares granted for the first time
50% from the first trading day of the second release period to the listing date of some restricted shares granted for the first time
Ending on the last trading day within 42 months from
The arrangement for the release of restricted shares in the reserved part is shown in the table below:
Release of restriction arrangement release of restriction time release of restriction proportion
18 months after the listing date of reserved and granted restricted shares
50% from the first trading day of the first release period to the listing date of some restricted shares reserved for grant
Ending on the last trading day within 30 months from
The second release period is 50% after 30 months from the listing date of reserved and granted restricted shares
From the first trading day to the listing date of some restricted shares reserved for grant
Ending on the last trading day within 42 months from
Within the above agreed period, the restricted shares that fail to meet the conditions for lifting the restriction shall not be lifted or deferred to the next period. The company will repurchase and cancel the corresponding restricted shares of the incentive object that have not been lifted according to the principles specified in this incentive plan.
After meeting the conditions for lifting the restrictions on the sale of restricted shares, the company will uniformly handle the lifting of the restrictions on the sale of restricted shares that meet the conditions for lifting the restrictions.
(VII) conditions for lifting the sales restriction of the incentive plan
1. Company level performance assessment requirements
In the incentive plan, the company’s performance indicators will be assessed annually in the fiscal year from 2021 to 2023, so as to achieve the performance assessment target as one of the conditions for the lifting of sales restriction of the incentive object in the current year. The restricted shares granted by the incentive object can be lifted only when the company reaches the following performance evaluation indicators:
Performance assessment objectives during the lifting of sales restrictions
The company’s sales restriction lifting coefficient is 100%, and the company’s sales restriction lifting coefficient is 85%
The first lifting is based on the net profit in 2020. In 2021 and 2020, the cumulative net profit growth rate in 2021 and 2022 is not less than 70% and 59.5% respectively
The second lifting limit is based on the net profit in 2020. The net profit in 2023 is based on the net profit in 2020. The profit growth rate in the sales period in 2023 is not less than 100% and the net profit growth rate is not less than 85%
Note: (1) the above “net profit” refers to the audited net profit attributable to the shareholders of the listed company, and the value excluding the impact of share based payment expenses of this and other incentive plans is used as the calculation basis; (2) Current sales limit that can be lifted = current planned sales limit that can be lifted × The company lifted the sales restriction coefficient.
During the period of lifting the sales restriction, the company shall handle the lifting of the sales restriction for the incentive objects who meet the conditions for lifting the sales restriction. If the company’s current performance level fails to meet the performance assessment target conditions during each release period, the restricted shares that can be released in the corresponding assessment year of all incentive objects shall not be released, and the company shall repurchase and cancel them at the grant price.
2. Performance appraisal requirements at individual level
The individual level assessment of incentive objects shall be implemented according to the relevant internal performance assessment systems of the company. The individual assessment and evaluation results of incentive objects are divided into “a”, “B”, “C” and “d”.
Evaluation results (s) a (excellent) B (good) C (qualified) d (unqualified)
The proportion of lifting sales restrictions is 100% 80% 0%
The individual’s sales limit that can be lifted in the current year = the individual’s plan to lift the sales limit in the current year × The proportion of sales restrictions lifted.
On the premise of the achievement of the company’s performance objectives, if the individual assessment results of the incentive object in the assessment year reach the grades of “a”, “B” and “C”, the incentive object will lift the restriction on the sale of the restricted shares planned to be lifted in the assessment year according to the proportion specified in the incentive plan; If the individual assessment result of the incentive object in the assessment year is “d”, the restricted shares that the incentive object plans to lift the restriction in the corresponding assessment year shall not be lifted. Restricted shares that cannot be released in the year of assessment of incentive objects shall be repurchased and cancelled by the company at the grant price.
The specific assessment contents of the incentive plan shall be implemented in accordance with the company’s assessment management measures.
2、 Decision making procedures and approval of the 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 disclosed the self inspection report on the trading of the company’s shares by the insider of the restricted stock incentive plan in 2021 and the incentive object in the draft incentive plan for the insider of the incentive plan and the incentive object.
(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.
3、 The granting conditions of restricted shares and the board’s statement on meeting the granting conditions
According to the relevant provisions of the incentive plan, the company grants restricted shares to the incentive object only when the incentive object meets the following conditions at the same time; On the contrary, if any of the following grant conditions is not met, restricted shares cannot be granted to the incentive object.
(I) the company is not under any of the following circumstances:
1. An audit report with a negative opinion or unable to express an opinion on the financial and accounting report of the most recent fiscal year issued by a certified public accountant;
2. The internal control of the financial report of the most recent fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant;
3. Failure to distribute profits in accordance with laws and regulations, the articles of association and public commitments within the last 36 months after listing;
4. Equity incentive is not allowed according to laws and regulations;
5. Other circumstances recognized by the CSRC.
(II) the incentive object does not have any of the following circumstances:
1. Being identified as inappropriate by the stock exchange within the last 12 months;
2. It has been identified as an inappropriate candidate by the CSRC and its dispatched offices within the last 12 months;
3. Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations within the last 12 months;
4. Those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law;
5. Those who are not allowed to participate in equity incentive of listed companies according to laws and regulations;
6. Other circumstances recognized by the CSRC.
After careful verification, the board of directors of the company confirmed that neither the company nor the incentive object has occurred or does not belong to any of the above circumstances, and the grant conditions of the incentive plan have been met. It agreed to determine the grant date of the incentive plan as January 13, 2022, and agreed to grant 1.68 million restricted shares to 50 eligible incentive objects for the first time at the grant price of 11.7 yuan / share.
4、 Grant of restricted shares
