Cosco Shipping Holdings Co.Ltd(601919) independent director
Independent opinions on the matters considered at the 17th meeting of the 6th board of directors
In accordance with the relevant provisions of the rules for independent directors of listed companies issued by China Securities Regulatory Commission, the rules for the listing of shares on Shanghai Stock Exchange and the articles of association of Cosco Shipping Holdings Co.Ltd(601919) (hereinafter referred to as the "company"), as independent directors, we have carefully considered the related party transactions and the company's stock option incentive plan considered at the 17th meeting of the sixth board of directors of the company, and the independent directors of the company Wu David Zhou Zhonghui, Zhang Songsheng and Ma Shiheng agreed to the above proposal and expressed their independent opinions as follows: 1. With regard to the acquisition of the equity of COSCO Shipping Group Finance Co., Ltd. ("finance company"). 1. The transaction price of the company's acquisition of the equity of finance company is based on the appraisal report issued by the appraisal institution and filed and confirmed by the competent State-owned Assets Supervision and administration institution, which shall be determined by all parties through negotiation, The terms of the agreement are general commercial terms, fair and reasonable, in line with the overall interests of the company and all shareholders, and there is no damage to the interests of minority shareholders.
2. The related directors abstained from voting when deliberating the proposal. The board of directors of the company deliberated the proposal. The convening, convening, voting procedures and results of the meeting met the provisions of relevant laws and regulations and the articles of association. 2、 About capital increase of finance company
1. If the increase of capital is not in accordance with the general terms of the agreement and the interests of all the shareholders of the company, it is a reasonable proportion of the shares held by the small and medium-sized shareholders, which is not in line with the general terms of the agreement.
2. The related directors abstained from voting when deliberating the proposal. The board of directors of the company deliberated the proposal. The convening, convening, voting procedures and results of the meeting met the provisions of relevant laws and regulations and the articles of association. 3、 On adjusting the vesting date of stock option incentive plan
On January 5, 2022, the China Securities Regulatory Commission promulgated the rules for the administration of shares held by directors, supervisors and senior managers of listed companies and their changes (revised in 2022), which shall come into force as of the date of promulgation. Therefore, according to the measures for the administration of equity incentive of listed companies, the company plans to revise the vesting date in the Cosco Shipping Holdings Co.Ltd(601919) stock option incentive plan (Revised Version) and its abstract accordingly. The company's revision of the vesting date in the incentive plan complies with the company law of the people's Republic of China, the measures for the administration of equity incentive of listed companies and other relevant laws, regulations and normative documents, and the procedures are legal and compliant. 4、 About adjusting the stock option incentive plan, reserving the list of incentive objects and the number of options granted for the first time, and canceling some stock options granted but not exercised
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. 5、 As for the stock option incentive plan of the company, the first exercise period of stock options reserved for grant and the second exercise period of stock options granted for the first time meet the exercise conditions
(I) the first exercise period of stock options reserved and granted in the company's stock option incentive plan meets the exercise conditions
The company's stock option incentive plan has reserved the first exercise period for granting stock options, and the exercise conditions at the company level have been met, which is in line 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), etc. The personal performance appraisal results of 37 incentive objects reserved for the first exercise period are compliant and true, and the exercise conditions at the individual level have been met. We believe that their qualification as the subject of incentive objects that can be exercised this time is legal and effective. The voting procedures of the board of directors on this matter comply with the relevant laws and regulations such as the company law, the securities law and the relevant provisions of the articles of association. We agree that 37 eligible incentive objects will exercise their rights this time. The number of stock options that can be exercised in the first exercise period corresponding to the reserved grant is 6653447, and the exercise price is 2.69 yuan / share. The above matters meet the conditions specified in relevant laws, regulations and normative documents, and there is no damage to the interests of the company and shareholders.
(II) the second exercise period of stock options granted for the first time by the company's stock option incentive plan meets the exercise conditions
The company's stock option incentive plan has granted stock options for the first time, and the exercise conditions at the company level have been met in the second exercise period, which is in line with the relevant provisions of the administrative measures for equity incentive of listed companies and Cosco Shipping Holdings Co.Ltd(601919) stock option incentive plan (Revised Version), etc. The personal performance appraisal results of 426 incentive objects granted in the second exercise period for the first time are compliant and true, and the exercise conditions at the individual level have been met. We believe that their qualification as the subject of incentive objects that can be exercised this time is legal and effective. The voting procedures of the board of directors on this matter comply with the company law of the people's Republic of China, the securities law of the people's Republic of China and other relevant laws and regulations and the relevant provisions of the articles of association. We agree that 426 eligible incentive objects will exercise their rights this time, and the number of stock options that can be exercised in the second exercise period corresponding to the first grant is 75392288, and the exercise price is 3.15 yuan / share. The above matters meet the conditions specified in relevant laws, regulations and normative documents, and there is no damage to the interests of the company and shareholders.
Cosco Shipping Holdings Co.Ltd(601919) independent director
David Wu, Zhong Hui Zhou, Song Sheng Zhang, Shi Heng Ma
May 19, 2022
