Securities code: Cosco Shipping Holdings Co.Ltd(601919) securities abbreviation: Cosco Shipping Holdings Co.Ltd(601919) Announcement No.: 2022027
Cosco Shipping Holdings Co.Ltd(601919)
Summary announcement of stock option incentive plan (Second Revision)
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 individual and joint liabilities for the authenticity, accuracy and completeness of its contents. Important content tips: equity incentive method: stock option share source: directional issuance. This incentive plan plans to grant no more than 218236900 stock options to incentive objects (including 21823700 reserved options). The underlying stock involved is RMB A-share common stock, accounting for about 1.78% of the total share capital of the company at the time of announcement of this incentive plan. 1、 Basic information of the company
(I) Company Profile
Cosco Shipping Holdings Co.Ltd(601919) (formerly COSCO Holding Co., Ltd.) was incorporated on March 3, 2005. It was successfully listed on the main board of the Hong Kong Stock Exchange on June 30, 2005 (stock number: 1919) and on the Shanghai Stock Exchange on June 26, 2007 (stock number: Cosco Shipping Holdings Co.Ltd(601919) ). The company is mainly engaged in container shipping and terminal business.
(II) main performance from 2015 to 2017 (yuan)
Main financial data 20172016 2015 adjusted
Operating income 9046395786105711 China Oilfield Services Limited(601808) 60476503559078276
Attributable to listed companies
Net profit of shareholders 266193587148 -990 Beijing Hualian Hypermarket Co.Ltd(600361) 28046930178949
Attributable to listed companies
Net profit of shareholders deducting non recurring profits and losses of 95006895251 -709438564121 -461643038655
From operating activities
Net cash flow 709203938386151953217796707179134942
Attributable to listed companies
Net assets of shareholders 206692861703018323295777802855954892871
Total assets 133190004778331196527334822816049349769731
(III) composition of the company's board of directors, board of supervisors and senior managers
1. Composition of the board of directors
The board of directors of the company consists of seven directors, namely: Wan min, chairman and executive director, Huang Xiaowen, vice chairman and executive director, Yang Zhijian, executive director, and Wu David, Zhou Zhonghui, Zhang Songsheng and Ma Shiheng, independent non-executive directors.
2. Composition of the board of supervisors
The board of supervisors of the company consists of five supervisors, namely: shareholder supervisor Yang Shicheng, employee supervisors Deng huangjun and Song Tao, and external independent supervisors Meng Yan and Zhang Jianping.
3. Composition of senior management
The company currently has five senior managers, including general manager Yang Zhijian, Deputy General Manager Ye Jianping, chief accountant Zhang Mingwen, deputy general manager Chen Shuai and Board Secretary Guo Huawei. 2、 Purpose of stock option incentive plan
With the promotion of state-owned enterprise reform policies and the gradual completion of corporate restructuring and integration, in order to establish a more market-oriented and richer incentive system internally, further improve Cosco Shipping Holdings Co.Ltd(601919) the corporate governance structure, promote the company to establish and improve the incentive and restraint mechanism, fully mobilize the enthusiasm of the company's middle and senior management talents and core technical talents, and effectively combine the interests of shareholders, the company and the personal interests of managers, To make all parties pay common attention to the long-term development of the company, promote the achievement of Cosco Shipping Holdings Co.Ltd(601919) medium and long-term objectives, and formulate this stock option incentive plan in accordance with the company law, securities law, administrative measures, Hong Kong listing rules, other laws, regulations, normative documents and the articles of Association.
Cosco Shipping Holdings Co.Ltd(601919) the main purposes of establishing and implementing the equity incentive plan include:
(I) closely connect the interests of shareholders and senior managers of the company through equity incentive to maximize the value of shareholders and maintain and increase the value of state-owned assets;
(II) ensure that competitive overall compensation can be provided in China's talent market, and attract, retain and motivate personnel in key positions required to achieve the company's strategic objectives;
(III) through the establishment of equity incentive mechanism, combine the salary income of the company's senior managers and employees in key positions with the company's performance, make the behavior of the motivated personnel consistent with the company's strategic objectives, and promote the realization of the company's long-term strategic objectives. 3、 Determination basis, scope and verification of incentive objects
(I) legal basis for determining incentive objects
The incentive objects of the plan are determined in accordance with the company law, securities law, administrative measures, Hong Kong Listing Rules and other relevant laws, administrative regulations, departmental rules, normative documents and the articles of association, and in combination with the actual situation of the company.
(II) principles for determining incentive objects
The principles for determining the scope of incentive objects of the plan are as follows:
1. In principle, the incentive object is limited to the current directors of the company (excluding independent directors); Senior managers such as the general manager, deputy general manager, chief accountant and Secretary of the board of directors of the company; Other core management personnel of the company, that is, the management personnel who have a direct impact on the business performance and sustainable development of the company and its wholly-owned and holding subsidiaries, shall not expand the scope at will;
2. If the incentive objects are directors (excluding independent directors), top executives or major shareholders of the company or their respective contacts (as defined in the Hong Kong Listing Rules), the grant must be approved by the independent directors of the company;
3. Supervisors and independent directors of the company do not participate in the plan;
4. Shareholders or actual controllers who individually or jointly hold more than 5% of the company's shares and their spouses, parents and children do not participate in the plan;
5. The person in charge of the parent company (holding company) of a listed company who works in a listed company may participate in the equity incentive plan, but can only participate in the equity incentive plan of one listed company;
6. According to the management measures, those who are not allowed to become incentive objects shall not participate in the plan:
(1) Being identified as an inappropriate candidate by the stock exchange within the last 12 months;
(2) Those who have been identified as inappropriate candidates by the CSRC and its dispatched offices within the last 12 months;
(3) Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations in the last 12 months;
(4) Those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law;
(5) It is prohibited to participate in the equity incentive of listed companies according to laws and regulations;
(6) Other circumstances recognized by the CSRC.
(III) scope of incentive objects granted
Cosco Shipping Holdings Co.Ltd(601919) the total number of incentive objects granted stock options for the first time is no more than 475 (excluding incentive objects reserved for granting stock options), accounting for about 2.16% of the total number of the company at the end of 2017. The scope of personnel includes:
1. Cosco Shipping Holdings Co.Ltd(601919) deputy general manager, chief accountant, Secretary of the board of directors and other senior managers; Other core managers of the company, i.e. those who have a direct impact on the operating performance and sustainable development of the company and its wholly-owned and holding subsidiaries.
2. The incentive objects do not include supervisors, directors and personnel who are not allowed to be incentive objects according to relevant laws and regulations. The incentive objects to be granted with reserved options shall be determined within 12 months after the plan is considered and approved by the general meeting of shareholders. After the proposal of the board of directors, the explicit opinions of independent directors and the board of supervisors, the professional opinions of lawyers and the legal opinions are issued, the company shall timely and accurately disclose the relevant information of incentive objects on the designated website as required. If the incentive object is not specified for more than 12 months, the reserved option shall become invalid. The standard for determining the incentive object of reserved option shall be determined with reference to the principle of determining the incentive object. (IV) verification of incentive objects
The company will publicize the names and positions of incentive objects within the company through the company's website or other channels before the general meeting of shareholders. The board of supervisors of the company will review the list of incentive objects and explain the verification at the general meeting of shareholders. 4、 Source, quantity and distribution of incentive instruments and underlying stocks
(I) incentive tools and targets
The plan adopts stock option as the incentive tool, and the underlying stock is Cosco Shipping Holdings Co.Ltd(601919) RMB A-share common stock.
(II) source of underlying stock
The stock source of this plan is RMB A-share common stock issued by Cosco Shipping Holdings Co.Ltd(601919) to the incentive object.
(III) total amount granted this time
The total number of options to be issued to the target stock of the company does not exceed 2182369 million, accounting for about 2182369% of the total share capital of the company. Among them, 218237 million options are reserved, accounting for 10% of the total granted in the plan.
(IV) distribution of this grant
The cumulative equity granted to any incentive object of the company through all effective equity incentive plans shall not exceed 1% of the total A-share capital of the company.
The distribution of stock options granted for the first time among incentive objects at the time of grant is shown in the table below:
The proportion of the grant period per capita to the total number of shares granted in the total number of shares of the share capital this time
1 deputy general manager Chen Xiang 7540000.35% 0.006%
2 deputy general manager Yao Erxin 7540000.35% 0.006%
3 deputy general manager Zhu Jiandong 7540000.35% 0.006%
4 chief accountant Zhang Mingwen 7540000.35% 0.006%
5 deputy general manager Xiao Qihao 7540000.35% 0.006%
6 deputy general manager Chen Shuai 7540000.35% 0.006%
Secretary of the board of directors Guo Huawei
7 Book 5730000.26% 0.005%
8 Secretary of Discipline Inspection Commission Liu Nan 5730000.26% 0.005%
Number of incentive objects per capita proportion of the options to be granted in the grant period to the total number of shares granted in the total number of shares of capital stock
Cosco Shipping Holdings Co.Ltd(601919) senior manager 70875056700002.60% 0.05% Manager 8
Cosco Shipping Holdings Co.Ltd(601919) subsidiary 782000101660004.66% 0.08% senior management 13
Other business and management 39774718057720082.74% 1.47% key personnel 454
Subtotal of incentive objects 47541350119641320090.00% 1.60%
Reserved shares 2182370010% 0.18%
Total 218236900100.00% 1.78%
5、 Validity period, grant and exercise arrangement of stock options
(I) validity period of the plan
The plan is valid for 10 years from the date of approval of the plan by the general meeting of shareholders. The effective exercise period of stock options (including reserved options) granted under the plan is 7 years. The company can implement a new equity incentive plan and grant options two years after the effective date of the plan, and the new equity incentive plan still needs to be approved by the general meeting of shareholders.
(II) grant date
The granting date shall be determined by the board of directors of the company after the plan is reviewed and approved by the general meeting of shareholders. The grant date shall be determined within 60 days from the date of deliberation and approval of the plan by the general meeting of shareholders of the company (except the grant date of reserved options). The grant date must be a trading day and shall not be the following inter district days:
1. If the incentive object is the company's directors (excluding independent directors) and senior managers, it shall not be from 60 days before the publication of the company's annual performance announcement to the publication date of the performance announcement
