Securities code: Cosco Shipping Holdings Co.Ltd(601919) securities abbreviation: Cosco Shipping Holdings Co.Ltd(601919) Announcement No.: 2022029
Cosco Shipping Holdings Co.Ltd(601919)
The stock option incentive plan reserves the first exercise period of granted options and
Announcement that the second exercise period of the option granted for the first time meets the exercise conditions
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear legal responsibility for the authenticity, accuracy and completeness of its contents.
Important content tips:
The number of stock options to be exercised during the first exercise period is 6653447, and the number of stock options to be exercised during the second exercise period is 75392288; Source of exercise stock: RMB A-share common stock issued by the company to the incentive object.
1、 Approval and implementation of equity incentive plan
(I) decision making procedures performed for stock option incentive plan
From December 2018 to July 2020, in accordance with the relevant provisions of the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and the stock listing rules of Shanghai Stock Exchange and other laws and regulations, the company implemented the A-share stock option incentive plan and granted the stock option incentive plan for the first time and reserved options after deliberation and approval by the board of directors, the board of supervisors and the general meeting of shareholders. For details, see relevant announcements issued by the company through designated information disclosure media on December 4, 2018, March 7, April 20, May 31, June 4, July 20, July 26, 2019, March 31, May 19, May 30 and July 9, 2020.
In May 2021, after deliberation and approval by the board of directors and the board of supervisors respectively, the stock option incentive plan was approved to grant options for the first time. The first exercise period met the exercise conditions and the qualified options were approved
Incentive objects exercise stock options. For details, see the relevant announcement issued by the company through the designated information disclosure media on May 18, 2021.
On July 7, 2021, the board of directors and the board of supervisors of the company agreed to adjust the exercise price and the number of options of the stock option incentive plan. See the relevant announcement issued by the company through the designated information disclosure media on July 8, 2021 for details.
On May 19, 2022, after deliberation and approval by the board of directors and the board of supervisors of the company respectively, it was agreed that (1) the provisions on the vesting date in the Cosco Shipping Holdings Co.Ltd(601919) stock option incentive plan (Revised Version) should be adjusted in accordance with the rules for the administration of shares held by directors, supervisors and senior managers of listed companies and their changes (revised in 2022) issued by the China Securities Regulatory Commission, (2) The proposal to adjust the list of incentive objects and the number of options reserved and granted for the first time in the stock option incentive plan, and cancel some stock options granted but not exercised, and (3) the proposal that the first exercise period and the second exercise period of options granted for the first time in the stock option incentive plan meet the exercise conditions. The independent directors of the company issued independent opinions, and the board of supervisors verified the list of incentive objects and issued opinions. For details, please refer to the relevant announcements issued by the company through the designated information disclosure media.
(II) previous stock option grants
Exercise price on the date of batch grant grant stock option grant number of stock periods after incentive grant number of objects remaining number of rights
For the first time, RMB 4.10 yuan / share in June 2019 was granted to 1901822 million 460 people and 218237 million copies on the 3rd of each month
Reserved options: RMB 53.5 yuan / share in 2020, 16975200 copies, 39 people 0
29th day of grant
(III) number of incentive objects, number of options and adjustment of exercise price in previous times
On May 17, 2021, after the deliberation and approval of the sixth meeting of the sixth board of directors and the fourth meeting of the sixth board of supervisors of the company, a total of 6.791 million stock options in three exercise periods granted but not exercised to 17 incentive objects with resignation, retirement and dismissal were cancelled. See relevant Announcement No.: 2021022 for details.
On July 7, 2021, after the deliberation and approval of the seventh meeting of the sixth board of directors and the fifth meeting of the sixth board of supervisors of the company, a total of 345000 stock options (corresponding to 448500 after the adjustment of the later number of rights transferred from the company’s capital reserve to share capital in 2020) that have been granted but not exercised to an incentive object with dismissal for the first time were cancelled; Due to the company’s implementation of the 2020 profit distribution and capital reserve to share capital plan, the exercise price and the number of options of the stock option incentive plan shall be adjusted accordingly. See relevant announcements for details. Announcement No.: 2021032, 2021033.
There are 892 shares granted but not cancelled at the 6th session of the 17th session of the board of directors on the 19th and 19th working months of the 17th session of the board of directors, of which 892 shares have been granted and cancelled at the 6th session of the 17th session of the board of directors on the 19th and 2025th working months of the 17th session of the board of directors, respectively The 16 first granted incentive objects who were dismissed in violation of discipline were granted 6364049 shares of the second and third batch of granted but not exercised stock options (of which 3134532 and 3229517 were granted in the second and third exercise periods respectively). For details, please refer to the relevant announcements issued by the company through the designated information disclosure media.
After the above changes, the number of incentive objects, the number of options and the exercise price of the company’s stock option incentive plan are as follows:
Number of stock options granted but not exercised on the grant date
Number of price objects in the current period
153069191 shares were granted to 426 people on June 3, 2019 for the first time (including 75392288 and 77676903 options granted but not exercised in the second and third month of 3 yen / share exercise period respectively, excluding the exercisable stock options in the first exercise period)
20161960 shares are reserved to be granted to 2.69 37 people in 2020 (including 6653447, 6653447 and 6855066 options granted but not exercised in the first, second and third exercise periods of 29 yen / share respectively)
(IV) exercise of previous stock options
After deliberation and approval by the board of directors and the board of supervisors of the company, the first exercise period of the company’s stock option incentive plan for the first time meets the exercise conditions, and the starting and ending date of exercise is June 3, 2021 to June 2, 2022.
As of March 31, 2022, the company’s stock option incentive plan granted the exercise in the first exercise period for the first time and completed the share transfer, accounting for about 197.80% of the total amount of exercisable stock options granted in the first exercise period for the first time. See relevant Announcement No.: 2021027, 2022015 for details.
2、 The company’s equity incentive plan reserves the first exercise period for granting options, which meets the exercise conditions (I) confirmation of exercise conditions
According to the relevant provisions of the company’s incentive plan and measures for the administration of Cosco Shipping Holdings Co.Ltd(601919) stock option incentive plan: the first exercise period of the reserved grant is from the first trading day after 24 months from the grant date (the second anniversary) to the last trading day within 36 months from the grant date, and the number of exercisable options accounts for 33% of the number of stock options granted. Sequence stock option incentive plan reserves the first exercise of granted options
Description of whether the exercise conditions are met
1. The company is not under any of the following circumstances: (1) no relevant circumstances have occurred in the latest accounting company, and the annual financial and accounting report has been issued with a negative opinion by the certified public accountant, which meets the exercise conditions.
Or audit reports that cannot express opinions; (2) Last one
The internal control of the financial report of the fiscal year is issued by the certified public accountant
Audit reports with negative opinions or unable to express opinions; (3) Up
The company has failed to comply with laws and regulations in the last 36 months after the market
Articles of association and public commitment to profit distribution; (4) Method
Circumstances where equity incentive is not allowed according to laws and regulations; (5) Medium
Other circumstances recognized by the CSRC. 2. The incentive object is not under any of the following circumstances: (1) the incentive object has not been identified as an inappropriate candidate by the stock exchange within any relevant month in the last 12 months; (2) The exercise conditions are met. Recognized by China Securities Regulatory Commission and its dispatched offices in the last 12 months
Determined as an inappropriate candidate; (3) In the last 12 months due to heavy
Major violations of laws and regulations were punished by the CSRC and its dispatched offices
1 in July 2021, the company implemented the 2020 plan of converting the capital reserve into share capital by adding 3 shares for every 10 shares. In order to make the caliber consistent and facilitate comparison, the number of stock options in this announcement refers to the number of stock options adjusted according to the implementation of the above-mentioned plan of converting capital reserve into share capital. According to the above calculation, as of March 31, 2022, the total number of exercisable stock options in the first exercise period granted for the first time is 78526820. Sequence stock option incentive plan reserves the first exercise of granted options
Description of whether the exercise conditions are met
Administrative punishment or market entry prohibition measures; (4) With “public”
He shall not serve as a director or senior manager of the company in accordance with the provisions of the judicial act
The situation of the employee; (5) Those who have laws and regulations shall not participate in the competition
The situation of equity incentive of the municipal company; (6) China Securities Regulatory Commission recognized
Other circumstances specified. 3. Performance conditions of the first exercise period at the company level: (1) performance achievement of COSCO: (1) control the average cash return on net assets of the previous full financial year, and the financial rate (EOE) of the previous effective year of the company shall not be less than 12.15%, and not less than the 75th percentile of EOE of the target enterprise year (i.e. 2020) in the same period; (2) Cosco Shipping Holdings Co.Ltd(601919) attributable to the parent company is 41.17%, which is higher than the absolute value. The net profit of the owner is based on the 12.15% attributable to the parent company in 2018 and the net profit of the same target enterprise, and the 75th percentile value of the previous complete financial year; (2) The growth rate of the net profit of the company belonging to the owner of the parent company is not lower than that in the base period, which belongs to the parent company by 8% in 2020 and is not lower than the 75th percentile value of the benchmark enterprise in the same period; (3) Compared with the full financial year before Cosco Shipping Holdings Co.Ltd(601919) in 2018, the net profit of the company reached the assessment target of net profit economic value added (EVA) issued by the group to the owner of the parent company, and △ EVA was greater than 0. An increase of 707.06%, and not lower than the 75th percentile value of benchmarking enterprises in the same period; (3) The company’s economic value added (EVA) in 2020 has completed the goal assigned by the SASAC to the group and broken down to the company, and △ EVA is greater than 0. In conclusion, the company’s performance meets the above conditions.
4. Personal performance assessment requirements: according to the company’s performance assessment methods, the assessment results of the 37 incentive stock options approved to exercise this time in the financial year before the effectiveness of the incentive stock options have reached the basic performance assessment and reached the basic competent (or equivalent to the basic competent) competent (or equivalent to the basic competent) or above; Directors (excluding independent directors), senior managers and above of the company meet the full exercise order, and the first exercise of options is reserved in the stock option incentive plan
