Securities code: 601968 securities abbreviation: Shanghai Baosteel Packaging Co.Ltd(601968) Announcement No.: 2022-011 Shanghai Baosteel Packaging Co.Ltd(601968)
Announcement on cancellation of some granted stock options
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.
Shanghai Baosteel Packaging Co.Ltd(601968) (hereinafter referred to as " Shanghai Baosteel Packaging Co.Ltd(601968) " or "the company") convened the 15th meeting of the 6th board of directors on January 21, 2022, deliberated and adopted the proposal on canceling some granted stock options, and the specific matters are described as follows:
1、 Decision making procedures and information disclosure of stock option incentive plan
1. On October 12, 2018, the 15th meeting of the 5th board of directors and the 11th meeting of the 4th board of supervisors considered and approved the proposal on the company's 2018 stock option incentive plan (Draft) and summary, the proposal on the measures for the implementation and assessment of the company's stock option incentive plan and other relevant proposals. The independent directors gave unanimous independent opinions on this, and the board of supervisors gave audit opinions on this.
2. From October 13 to October 23, 2018, the company publicized the list of incentive objects internally. After the expiration of the publicity, the board of supervisors checked the list of incentive objects and explained the publicity.
3. On December 17, 2018, the actual controller of the company received the reply on the first phase of Shanghai Baosteel Packaging Co.Ltd(601968) stock option incentive plan from the SASAC of the State Council and agreed in principle to implement the 2018 stock option incentive plan.
4. On December 21, 2018, the company's second extraordinary general meeting in 2018 deliberated and passed the proposal on the company's 2018 stock option incentive plan (Draft) and summary, the proposal on the measures for the implementation and assessment of the company's stock option incentive plan and other relevant proposals. The company conducted a self-examination on the trading of the company's shares by insiders of the stock option incentive plan, and found no behavior of trading the company's shares by using the insider information.
5. On November 29, 2019, the 27th meeting of the 5th board of directors and the 20th meeting of the 4th board of supervisors deliberated and adopted the proposal on granting reserved stock options to incentive objects, and agreed to
November 29, 2019 is the grant date, and 744000 stock options are granted to 12 incentive objects. The independent directors gave unanimous independent opinions on this, and the board of supervisors gave audit opinions on this.
6. On January 17, 2020, the company completed the registration procedures for granting reserved stock options in Shanghai Branch of China Securities Depository and Clearing Co., Ltd.
7. On December 14, 2020, The third meeting of the sixth board of directors and the third meeting of the Fifth Board of supervisors of the company deliberated and approved the proposal on adjusting the exercise price of stock options granted for the first time and reserved for grant under the 2018 stock option incentive plan, the proposal on adjusting the benchmark enterprises of the 2018 stock option incentive plan and the proposal on canceling some granted stock options, It is agreed that the exercise price of stock options reserved for grant in this plan shall be adjusted from 5.39 yuan / share to 5.31 yuan / share; Agree to adjust the benchmarking enterprises in the Shanghai Baosteel Packaging Co.Ltd(601968) 2018 stock option incentive plan (Draft) ("incentive plan (Draft)"), and keep 20 benchmarking enterprises unchanged (eliminate 2 and Supplement 2); It is agreed to cancel 144400 stock options granted but not exercised by Liu Xiaoyong, Liu Rui and Peng Li, including 24400 stock options granted but not exercised by Liu Xiaoyong, the incentive object reserved for granting stock options, in accordance with the provisions of the incentive plan (Draft). The independent directors gave unanimous independent opinions on this, and the board of supervisors gave audit opinions on this.
8. On July 30, 2021, the 8th meeting of the 6th board of directors and the 6th meeting of the 5th board of supervisors deliberated and adopted the proposal on adjusting the exercise price of stock options first granted and reserved for grant in 2018 stock option incentive plan and the proposal on canceling some granted stock options. It is agreed that the exercise price of stock options reserved for grant in this plan shall be adjusted from 5.31 yuan / share to 5.24 yuan / share; Agree to cancel the incentive objects Zhang Yi, Ni Hui The total number of stock options granted but not exercised by Zhu Jiewei is 344400 (including 24400 stock options granted but not exercised by Zhu Jiewei, the incentive object reserved for granting stock options), and the total number of stock options granted but not exercised under the second exercise period of stock options granted for the first time in this plan is 4.03 million. The independent directors gave unanimous independent opinions on this, and the board of supervisors gave audit opinions on this.
9. On January 21, 2022, the 15th meeting of the 6th board of directors and the 11th meeting of the 5th board of supervisors considered and adopted the proposal on canceling some granted stock options. In view of the fact that the performance assessment of the company in the second exercise period of the stock options reserved for grant in this plan did not meet the standards, It is agreed to cancel a total of 231734 stock options granted but not exercised. The independent directors gave unanimous independent opinions on this, and the board of supervisors gave audit opinions on this.
2、 Reason and quantity of cancellation
In view of the fact that the performance assessment of the company in the second exercise period of the reserved grant part of the company's incentive plan fails to meet the standards, according to the measures for the administration of equity incentive of listed companies, the Trial Measures for the implementation of equity incentive by state-controlled listed companies (domestic), the guidelines for the implementation of equity incentive by listed companies controlled by central enterprises and the incentive plan (Draft), The company cancelled 231734 stock options corresponding to the second exercise period of the reserved grant part. 3、 Impact of the cancellation of stock options on the company
The cancellation of the company's stock options will not have a significant impact on the company's financial status and operating results. 4、 Opinions of independent directors
The independent directors of the company believe that the cancellation of some granted stock options by the company complies with the provisions of relevant laws, regulations, normative documents and the company's equity incentive plan, such as the measures for the administration of equity incentive of listed companies, the Trial Measures for the implementation of equity incentive by state-controlled listed companies (within China), the guidelines for the implementation of equity incentive by listed companies controlled by central enterprises, etc, We agree that the company shall cancel the stock options granted to the incentive object but not yet exercised. 5、 Opinions of the board of supervisors
The board of supervisors of the company deliberated and approved the proposal on Canceling Part of the granted stock options, and verified the number of cancelled stock options and the incentive objects involved, It is considered that the cancellation of some granted stock options by the company complies with the provisions of relevant laws, regulations, normative documents and the company's equity incentive plan, such as the measures for the administration of equity incentive of listed companies, the Trial Measures for the implementation of equity incentive by state-controlled listed companies (within China), the guidelines for the implementation of equity incentive by listed companies controlled by central enterprises, and agrees with the cancellation.
6、 Concluding observations of the legal opinion
The concluding opinions of the lawyers of Shanghai Fangda law firm on the cancellation of some granted stock options are as follows: as of the date of issuance of this legal opinion, the company has obtained the necessary approval and authorization at this stage, and the reasons for this cancellation The quantity complies with the relevant provisions of the measures for the administration of equity incentive of listed companies, the Trial Measures for the implementation of equity incentive by state-controlled listed companies (domestic), the guidelines for the implementation of equity incentive by listed companies controlled by central enterprises and the incentive plan (Draft). The company still needs to perform the obligation of information disclosure and go through the procedures for the cancellation of stock options in accordance with the law.
It is hereby announced.
Shanghai Baosteel Packaging Co.Ltd(601968)
Board of directors
January 21, 2002
