Securities code: Cosco Shipping Holdings Co.Ltd(601919) securities abbreviation: Cosco Shipping Holdings Co.Ltd(601919) Announcement No.: 2022026
Cosco Shipping Holdings Co.Ltd(601919)
Announcement on adjusting the vesting date of stock option incentive plan
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:
According to the provisions of the China Securities Regulatory Commission on the change of directors and management personnel of listed companies (hereinafter referred to as “the rules of the China Securities Regulatory Commission”) in 2022, Adjust the provisions of Cosco Shipping Holdings Co.Ltd(601919) (hereinafter referred to as ” Cosco Shipping Holdings Co.Ltd(601919) ,” the company “or” the company “) on the vesting date in the stock option incentive plan (Revised) (hereinafter referred to as” the incentive plan “).
According to the authorization of the first extraordinary general meeting of shareholders in 2019, the first A-share general meeting in 2019 and the first H-share general meeting in 2019, the adjustment is unanimously approved by the board of directors and does not need to be submitted to the general meeting of shareholders for deliberation Cosco Shipping Holdings Co.Ltd(601919) held the 17th meeting of the 6th board of directors and the 10th meeting of the 6th board of supervisors on May 19, 2022. The meeting deliberated and unanimously adopted the proposal on adjusting the vesting date of Cosco Shipping Holdings Co.Ltd(601919) stock option incentive plan. The executive directors of the company, Mr. Wan min, Mr. Huang Xiaowen and Mr. Yang Zhijian, avoided voting, and the independent directors, the board of supervisors and Beijing Tongshang law firm expressed their opinions. Relevant contents are announced as follows:
1、 Decision making procedures 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 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, it was agreed (1) to adjust the provisions on the vesting date in the incentive plan 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) of China Securities Regulatory Commission, (2) to adjust the list of incentive objects reserved and granted for the first time in the stock option incentive plan The number of options and the proposal to cancel part of the stock options granted but not exercised, and (3) the proposal that the first exercise period for granting options and the second exercise period for granting options for the first time are reserved in the stock option incentive plan to 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.
2、 Adjustment contents of this stock option incentive plan
After deliberation, the board of directors and the board of supervisors of the company agreed to amend the provisions of the company’s incentive plan on the vesting date as follows:
Before and after revision
The exercisable date must be a trading day, but it shall not be a trading day on the exercisable date, but it shall not be exercised during the following periods:
(I) thirty days before the announcement of the company’s periodic report (I) thirty days before the announcement of the company’s annual report and semi annual report, thirty days before the announcement of the company’s periodic report due to special reasons, if the date is delayed due to special reasons, the announcement date shall be from thirty days before the original scheduled announcement date. If the announcement date is announced, it shall be counted from thirty days before the original scheduled announcement date to one day before the announcement date; From the date of the announcement to the day before the announcement;
(II) performance forecast and performance express of the company (II) quarterly report and performance forecast of the company
Before and after revision
Within ten days before the announcement; Within ten days before the announcement of the report and performance express;
(III) from the company’s shares and their derivatives (III) from the company’s shares and their derivatives
If the transaction price of raw varieties has a great impact, the date of the major event that has a great impact on the transaction price of raw varieties, or the date of the event that enters the decision-making process, or the date that enters the decision-making process
Within two trading days after legal disclosure; From the date of disclosure to the date of disclosure according to law;
(IV) China Securities Regulatory Commission and securities exchange (IV) China Securities Regulatory Commission and securities exchange
Exchange, Hong Kong Stock Exchange and applicable domestic and foreign laws, Hong Kong Stock Exchange and applicable domestic and foreign laws
Other periods specified by laws and regulations. Other periods specified by laws and regulations.
Except for the above amendments, other contents of the incentive plan remain unchanged.
3、 Reasons for this adjustment and its impact on the company
The measures for the administration of equity incentive of listed companies issued by the CSRC stipulates that the incentive objects shall not exercise their rights and interests during the period when there are restrictions on the trading of shares of the company by the directors and senior managers of listed companies; On January 5, 2022, China Securities Regulatory Commission promulgated the management rules for the shares of the company held by directors, supervisors and senior managers of listed companies and their changes (revised in 2022), which revised the period during which directors and senior managers are not allowed to buy or sell the shares of the company. Accordingly, the company revised the provisions on the vesting date in the incentive plan. According to the resolutions adopted by 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, the general meeting of shareholders authorizes the board of directors to carry out other necessary management and adjustment of the stock option incentive plan.
According to the above rules on the management of shares held by directors, supervisors and senior managers of listed companies and their changes (revised in 2022), and the authorization of the general meeting of shareholders to the board of directors, this amendment is unanimously adopted by the board of directors of the company, and does not need to be submitted to the general meeting of shareholders of the company for deliberation.
This revision makes the relevant provisions of the company’s stock option incentive plan consistent with the relevant management provisions of the CSRC, will not lead to the reduction of the exercise price, will not violate the approval principle of the state owned assets supervision and Administration Commission of the State Council on the company’s incentive plan and relevant laws and regulations, will not damage the interests of listed companies and all shareholders, and will not change or weaken the rights and obligations of the incentive objects who have been granted stock options.
4、 Verification opinions of the board of supervisors on adjusting the vesting date of the stock option incentive plan
According to the provisions of relevant laws, regulations and normative documents such as the measures for the administration of equity incentives of listed companies, the rules for the administration of shares held by directors, supervisors and senior managers of listed companies and their changes (revised in 2022), as well as the relevant provisions of the incentive plan, we believe that due to the amendment of the rules for the administration of shares held by directors, supervisors and senior managers of listed companies and their changes, Adjust the vesting date of the stock option incentive plan, the situation is true, the procedure is compliant, and complies with the provisions of relevant laws, regulations and normative documents.
5、 Opinions of independent directors 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 incentive plan and its summary accordingly. The company’s revision of the vesting date in the incentive plan complies with relevant laws, regulations and normative documents such as the company law, the measures for the administration of equity incentive of listed companies, and the procedures are legal and compliant.
6、 Legal opinion and concluding observations
Beijing Tongshang law firm issued the legal opinion of Beijing Tongshang law firm on matters related to Cosco Shipping Holdings Co.Ltd(601919) stock option incentive plan, and believed that as of the date of issuance of the legal opinion, the adjustment of the company’s stock option vesting date was in line with the provisions of the administrative measures for stock option incentive of listed companies and the incentive plan.
7、 Online announcement attachment
(I) opinions of independent directors
(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
