Securities abbreviation: Cosco Shipping Holdings Co.Ltd(601919) securities code: Cosco Shipping Holdings Co.Ltd(601919) Announcement No.: 2022022
Cosco Shipping Holdings Co.Ltd(601919)
Announcement on the resolutions of the 17th meeting of the 6th board of directors
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.
The 17th meeting of the 6th board of directors of Cosco Shipping Holdings Co.Ltd(601919) (hereinafter referred to as ” Cosco Shipping Holdings Co.Ltd(601919) ” and “the company”) was held by means of communication voting on May 19, 2022. The meeting notice and proposal materials have been timely delivered to all directors for review in accordance with the provisions of the articles of association. There are 7 directors who should attend the meeting and 7 directors who actually attend the meeting. The meeting was held in accordance with relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
After careful deliberation by the directors attending the meeting, the following proposals were adopted by unanimous vote one by one: 1. The proposal on the acquisition of equity of COSCO Shipping Group Finance Co., Ltd. was reviewed and approved, and any director was authorized to cooperate with COSCO Shipping Group Finance Co., Ltd. to complete the relevant equity acquisition change registration and the approval procedures of external regulatory authorities, and approve the signing of equity transfer agreement, Issue relevant resolutions and other legal documents and provide required materials.
The proposal involves related party transactions. The related directors Wan min, Huang Xiaowen and Yang Zhijian avoided voting on the proposal. The independent directors Wu David, Zhou Zhonghui, Zhang Songsheng and Ma Shiheng of the company issued their prior approval opinions and agreed independent opinions. For details, please refer to Cosco Shipping Holdings Co.Ltd(601919) announcement on acquisition of equity and related party transactions of COSCO Shipping Group Finance Co., Ltd. issued simultaneously, Announcement No.: 2022024.
2. The proposal on capital increase of COSCO Shipping Group Finance Co., Ltd. was reviewed and approved, and any director was authorized to cooperate with COSCO Shipping Group Finance Co., Ltd. to complete the capital increase change registration and approval procedures of external regulatory authorities, approve the signing of capital increase agreement, issue relevant resolutions and other legal documents, and provide required materials. The proposal involves related party transactions. The related directors Wan min, Huang Xiaowen and Yang Zhijian avoided voting on the proposal. The independent directors Wu David, Zhou Zhonghui, Zhang Songsheng and Ma Shiheng of the company issued their prior approval opinions and agreed independent opinions. For details, see Cosco Shipping Holdings Co.Ltd(601919) announcement on related party transactions of the company and its wholly-owned subsidiaries on capital increase of COSCO Shipping Group Finance Co., Ltd. issued simultaneously, Announcement No.: 2022025.
Voting results: 4 in favor, 0 against and 0 abstention.
3. The proposal on Revising the measures for the implementation of Cosco Shipping Holdings Co.Ltd(601919) “three important and one large” decision-making system was reviewed and approved.
Voting results: 7 in favor, 0 against and 0 abstention.
4. The proposal on adjusting the vesting date of Cosco Shipping Holdings Co.Ltd(601919) stock option incentive plan was reviewed and approved
It is agreed to adjust the provisions on the vesting date in the company’s stock option incentive plan (Revised Version) in accordance with the rules for the management of shares held by directors, supervisors and senior managers of listed companies and their changes (revised in 2022) of the China Securities Regulatory Commission. Independent directors express their independent opinions on this.
Voting results: 4 in favor, 0 against and 0 abstention.
In order to fully protect the interests of the company and shareholders, the executive directors Mr. Wan min, Mr. Huang Xiaowen and Mr. Yang Zhijian avoided voting on this proposal.
For details, please refer to the announcement of Cosco Shipping Holdings Co.Ltd(601919) on adjusting the exercise date of stock option incentive plan (Announcement No.: 2022026) and the summary announcement of Cosco Shipping Holdings Co.Ltd(601919) on stock option incentive plan (Second Revision) (Announcement No.: 2022027) issued by designated media on the same day. 5. 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 was reviewed and approved
In the reserved grant, 1905800 options granted but not exercised by the two incentive objects in the first, second and third exercise periods (628914, 628914 and 647972 in the first, second and third exercise periods respectively) will be cancelled if the two incentive objects no longer meet the incentive conditions due to job transfer and death. 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. Independent directors express their independent opinions on this.
Voting results: 4 in favor, 0 against and 0 abstention.
In order to fully protect the interests of the company and shareholders, the executive directors Mr. Wan min, Mr. Huang Xiaowen and Mr. Yang Zhijian avoided voting on this proposal.
6. The proposal on reserving the first exercise period of granted options in the stock option incentive plan to meet the exercise conditions was reviewed and approved
Approve the stock option incentive plan, reserve the first exercise period of granted options to meet the exercise conditions, approve the qualified incentive objects to exercise stock options, and authorize the general manager of the company to organize the exercise of the first exercise period of reserved granted options, including but not limited to authorizing specific persons to report to China Securities Depository and Clearing Co., Ltd Shanghai Stock Exchange applies for handling the independent exercise business of stock options under the equity incentive plan, and takes the first exercisable date after completing the independent exercise business as the starting date of the first exercise period of reserved granted options. The number of exercisable persons is 37 and the number of exercisable rights is 6653447. Independent directors express their independent opinions on this.
Voting results: 4 in favor, 0 against and 0 abstention.
In order to fully protect the interests of the company and shareholders, executive directors Mr. Wan min, Mr. Huang Xiaowen and Mr. Yang Zhijian avoided voting.
7. The 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 was reviewed and approved
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. Independent directors express their independent opinions on this.
Voting results: 4 in favor, 0 against and 0 abstention.
In order to fully protect the interests of the company and shareholders, the executive directors Mr. Wan min, Mr. Huang Xiaowen and Mr. Yang Zhijian avoided voting on this proposal.
8. Deliberated and approved the proposal that the second exercise period of the first grant of options under the stock option incentive plan meets the exercise conditions
Approve the stock option incentive plan to grant the option for the first time, and the second exercise period meets the exercise conditions, approve the qualified incentive objects to exercise the stock option, and authorize the company’s general manager to organize the implementation of the exercise matters in the second exercise period, including but not limited to authorizing specific persons to report to China Securities Depository and Clearing Co., Ltd Shanghai Stock Exchange applies for handling the independent exercise business of stock options under the equity incentive plan, and takes the first exercisable date after completing the independent exercise business as the starting date of the second exercise period of the first batch of granted options. The number of exercisable persons is 426 and the number of exercisable rights is 75392288. Independent directors express their independent opinions on this.
Voting results: 4 in favor, 0 against and 0 abstention.
In order to fully protect the interests of the company and shareholders, executive directors Mr. Wan min, Mr. Huang Xiaowen and Mr. Yang Zhijian avoided voting.
For the relevant contents of the above 5, 6, 7 and 8 proposals, see the relevant announcement issued through the designated media on the same day, Announcement No.: 20220282022029.
Attachment of online announcement:
1. Cosco Shipping Holdings Co.Ltd(601919) independent directors’ independent opinions on the matters considered at the 17th meeting of the 6th board of directors
2. Cosco Shipping Holdings Co.Ltd(601919) independent directors’ prior approval opinions on matters considered in the 17th meeting of the 6th board of directors
Documents for future reference:
1. Resolution of the 17th meeting of the 6th board of directors of Cosco Shipping Holdings Co.Ltd(601919) company
It is hereby announced.
Cosco Shipping Holdings Co.Ltd(601919) board of directors may 19, 2022
