Securities code: Cosco Shipping Holdings Co.Ltd(601919) securities abbreviation: Cosco Shipping Holdings Co.Ltd(601919) Announcement No.: 2022028
Cosco Shipping Holdings Co.Ltd(601919)
Announcement on adjusting the list of incentive objects reserved and granted for the first time and the number of options in the stock option incentive plan, and canceling some stock options granted but not exercised
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.
Cosco Shipping Holdings Co.Ltd(601919) (hereinafter referred to as "the company"), the 17th meeting of the 6th board of directors and the 10th meeting of the 6th board of supervisors respectively deliberated and adopted the proposal on adjusting the list of incentive objects and the number of options reserved in the stock option incentive plan and canceling some stock options granted but not exercised Proposal on adjusting the list of incentive objects and the number of options granted for the first time in the stock option incentive plan and canceling some stock options granted but not exercised. The relevant matters are explained as follows:
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, 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 incentive objects were approved to 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, 190182200 shares of RMB 4.10/share in June 2019 were granted to 460 people and 21823700 shares were granted on March 3
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, see "II. Adjust the list of incentive objects reserved for grant and first grant in the stock option incentive plan, the number of options, and cancel some stock options granted but not exercised".
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 97.80% of the total amount of exercisable stock options granted in the first exercise period for the first time. See relevant announcements for details. Announcement No.: 2021027, 2022015.
2、 Adjust the stock option incentive plan, reserve the list of incentive objects and the number of options granted for the first time, and cancel some stock options granted but not exercised
1. Reserved grant
In the reserved grant, two incentive objects no longer meet the incentive conditions due to job transfer, death and other reasons, and 1905800 options granted but not exercised in the first, second and third exercise periods of the two incentive objects are cancelled (628914, 628914 and 647972 in the first, second and third exercise periods respectively). After this adjustment, the number of incentive objects reserved is 37, and the number of options granted but not exercised in the first, second and third exercise periods reserved for grant is 6653447, 6653447 and 6855066 respectively, with a total of 20161960.
2. First grant
In the first grant, 16 incentive objects no longer meet the incentive conditions due to retirement, disciplinary dismissal and other reasons, and agreed to cancel 6364049 options granted but not exercised in the second and third exercise periods of the 16 incentive objects (3134532 and 3229517 in the second and third exercise periods respectively). After this adjustment, the number of incentive objects granted for the first time is 426, and the number of options granted but not exercised in the second and third exercise periods of the first grant is 75392288 and 77676903 respectively, with a total of 153069191.
3、 Opinions of independent directors, board of supervisors and lawyers
(I) opinions of independent directors
According to the authorization of the company's first extraordinary general meeting in 2019, the first A-share general meeting in 2019 and the first H-share general meeting in 2019, among the incentive objects granted reserved options in the company's stock option incentive plan, two incentive objects are no longer qualified as incentive objects due to job transfer, death and other reasons, The board of directors decided to adjust the stock option incentive plan, reserve the list of incentive objects and the number of options granted, and cancel the stock options granted but not exercised by two incentive objects; In view of the fact that among the incentive objects granted the option for the first time in the company's stock option incentive plan, 16 incentive objects are no longer qualified as incentive objects due to retirement, disciplinary dismissal and other reasons, the board of directors decided to adjust the list of incentive objects and the number of options granted for the first time in the stock option incentive plan, and cancel the stock options granted but not exercised by 16 incentive objects; The above adjustments comply with the relevant provisions of the measures for the administration of equity incentive of listed companies and Cosco Shipping Holdings Co.Ltd(601919) stock option incentive plan (Revised Version), have been authorized by the general meeting of shareholders and performed the necessary procedures, will not have a material impact on the company's financial status and operating results, and will not damage the interests of the company and shareholders; We agree with the deliberation and voting results of the board of directors.
(II) opinions of the board of supervisors
According to the measures for the administration of equity incentive of listed companies and other relevant laws, regulations and normative documents, as well as the relevant provisions of Cosco Shipping Holdings Co.Ltd(601919) stock option incentive plan (Revised Version), we believe that due to the reasons of work transfer, death, retirement and disciplinary dismissal of the company's incentive objects, the stock option incentive plan is reserved for grant Adjust the list of incentive objects and the number of options granted for the first time, and cancel some stock options that have been granted but have not been exercised. The situation is true, the procedure is compliant, there is no falsehood, intentional concealment or major misunderstanding, and it is in line with the provisions of relevant laws, regulations and normative documents.
(III) lawyer's opinion
Beijing Tongshang law firm has issued the legal opinion of Beijing Tongshang law firm on matters related to Cosco Shipping Holdings Co.Ltd(601919) stock option incentive plan, and believes that the adjustment of the list of incentive objects and the number of options in the stock option incentive plan and the cancellation of some granted but not exercised stock options have obtained the necessary approval and authorization, Comply with the relevant provisions of the measures for the administration of equity incentive of listed companies and Cosco Shipping Holdings Co.Ltd(601919) stock option incentive plan (Revised Version).
4、 Online announcement attachment
(I) Cosco Shipping Holdings Co.Ltd(601919) independent directors' independent opinions on some matters considered at the 17th meeting of the 6th board of directors of the company
(II) legal opinion of Beijing Tongshang law firm on matters related to Cosco Shipping Holdings Co.Ltd(601919) stock option incentive plan
It is hereby announced.
Cosco Shipping Holdings Co.Ltd(601919) board of directors may 19, 2022
