Securities code: 300662 securities abbreviation: Beijing Career International Co.Ltd(300662) Announcement No.: 2022-013 Beijing Creative Distribution Automation Co.Ltd(002350) International Human Resources Co., Ltd
Announcement on the achievement of the conditions for lifting the restrictions in the first granted part of the second lifting period and the reserved part of the first lifting period of the restricted stock incentive plan in 2019
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Special tips:
1. A total of 82 incentive objects meet the conditions for lifting the restrictions on sales this time, and a total of 932220 restricted shares can be lifted, accounting for 0.4735% of the current total share capital of the company.
2. After the procedures for lifting the restrictions on the sale of restricted shares are completed, the company will issue relevant prompt announcements before listing and circulation. Please pay attention to them.
Beijing Creative Distribution Automation Co.Ltd(002350) International Human Resources Co., Ltd. (hereinafter referred to as “the company” or “the company”) held the seventh meeting of the third board of directors and the sixth meeting of the third board of supervisors on February 17, 2022, The proposal on the achievement of the conditions for lifting the restrictions on sales in the first granted part of the second lifting period and the reserved part of the first lifting period of the restricted stock incentive plan in 2019 was reviewed and approved, The board of Directors believes that the conditions for the release of restrictions for the first time granting some restricted shares in the restricted stock incentive plan in 2019, the second release period and the first release period reserved for granting some restricted shares have been achieved. According to the authorization of the first extraordinary general meeting of shareholders of the company in 2019 to the board of directors and the provisions of the 2019 restricted stock incentive plan of Beijing Creative Distribution Automation Co.Ltd(002350) International Human Resources Co., Ltd. (hereinafter referred to as the “2019 restricted stock incentive plan”), it is agreed to handle the listing and circulation procedures for lifting the restrictions for 82 incentive objects who meet the conditions for lifting the restrictions, The details are as follows:
1、 Relevant approval procedures for restricted stock incentive plan
1. On October 29, 2019, the company held the 15th meeting of the second board of directors, deliberated and adopted the proposal on the 2019 restricted stock incentive plan (Draft) and its summary of Beijing Creative Distribution Automation Co.Ltd(002350) International Human Resources Co., Ltd, The independent directors of the company expressed independent opinions on whether the restricted stock incentive plan in 2019 damages the interests of the company and all shareholders. On the same day, the company held the 13th meeting of the second board of supervisors, deliberated and passed the proposal on matters related to the incentive plan, verified the list of incentive objects of the incentive plan and issued relevant verification opinions.
2. From November 5, 2019 to November 14, 2019, the company published the list of incentive objects first granted by the restricted stock incentive plan in 2019 through its internal website, and publicized the names and positions of the incentive objects. During the publicity period, the board of supervisors of the company did not receive any objection from the company’s employees against the above incentive objects.
3. On November 20, 2019, the company held the first extraordinary general meeting of shareholders in 2019, deliberated and approved the proposal on the 2019 restricted stock incentive plan (Draft) and its summary of Beijing Creative Distribution Automation Co.Ltd(002350) International Human Resources Co., Ltd. and other relevant proposals. On the same day, The board of directors of the company disclosed the company’s self inspection report on the trading of the company’s shares by insiders and incentive objects of the restricted stock incentive plan in 2019. The company conducted a self inspection on the trading of the company’s shares by insiders and incentive objects within 6 months before the announcement of the company’s incentive plan, It is not found that insiders of relevant inside information and incentive objects use the inside information related to this incentive plan to buy and sell stocks.
4. On December 17, 2019, the company held the 16th meeting of the second board of directors and the 14th meeting of the second board of supervisors. The meeting deliberated and adopted the proposal on adjusting the company’s 2019 restricted stock incentive plan and the proposal on granting restricted shares to incentive objects for the first time. The independent directors of the company expressed independent opinions on the above-mentioned proposal, The board of supervisors verified the adjusted list of incentive objects and expressed opinions on this adjustment and grant.
5. In January 2020, the company completed the grant, registration and announcement of 2287000 restricted shares granted to 59 eligible incentive objects. The grant date of the restricted shares is December 17, 2019, the grant price is 15.19 yuan / share, and the listing date is January 9, 2020; After the grant, the share capital of the company increased from 180000000 shares to 182287000 shares.
6. On October 27, 2020, the company held the 24th Meeting of the second board of directors and the 22nd Meeting of the second board of supervisors, deliberated and adopted the proposal on the company granting restricted shares reserved in the 2019 restricted stock incentive plan to incentive objects, and the board of directors determined November 2, 2020 as the grant date of reserved restricted shares, It is agreed that the company will grant 570000 restricted shares to 31 incentive objects who meet the grant conditions, with the grant price of 29.68 yuan / share. The independent directors of the company expressed their independent opinions on the contents of the above proposal.
7. On December 3, 2020, the company completed the grant, registration and announcement of 569000 restricted shares granted to 30 eligible incentive objects. The grant date of this restricted share is November 2, 2020, and the grant price is 29.68 yuan / share; After the grant, the share capital of the company increased from 182287000 shares to 182856000 shares.
8. On February 4, 2021, the company held the first meeting of the third board of directors and the first meeting of the third board of supervisors, deliberated and adopted the proposal on adjusting the repurchase price of the company’s 2019 restricted stock incentive plan and the proposal on repurchase and cancellation of some granted but unlocked restricted stocks. The independent directors of the company also expressed independent opinions on this. The two incentive objects granted for the first time no longer have incentive qualification due to resignation, and the 18 incentive objects do not achieve excellence due to personal performance assessment. The corresponding lifting restriction coefficient in the first lifting restriction period is 80%. Some or all of the restricted shares granted but not lifted shall not be lifted. In accordance with the measures for the administration of equity incentive of listed companies and other relevant laws, regulations and normative documents, as well as the provisions of the 2019 restricted stock incentive plan, the company will repurchase and cancel a total of 63160 restricted shares that have been granted but have not been lifted, and the repurchase price is 15.023 yuan / share.
At the same time, the proposal on the achievement of the conditions for lifting the restrictions during the first lifting period of the restricted stock incentive plan in 2019 was deliberated and adopted. The board of directors and the board of supervisors of the company considered that the first restricted stock period granted by the company for the first time in this incentive plan had expired and the performance indicators and other conditions for lifting the restrictions had been reached, Meet the conditions for the release of the restrictions in the first release period of the first grant of the incentive plan, and agree that the company will release the restrictions on the incentive objects that meet the conditions for the release of the restrictions according to the regulations, and handle the corresponding procedures for the release of the restrictions. The number of restricted shares lifted in the first phase of the company’s restricted stock incentive plan in 2019 is 867840 shares.
9. On February 17, 2022, the seventh meeting of the third board of directors and the sixth meeting of the third board of supervisors held by the company deliberated and adopted the proposal on adjusting the repurchase price of the company’s 2019 restricted stock incentive plan and the proposal on repurchase and cancellation of some granted but unlocked restricted stocks. The independent directors of the company also expressed independent opinions on this. Among the incentive objects granted for the first time and reserved for grant in the company’s incentive plan, 4 incentive objects no longer have incentive qualification due to resignation, and 5 incentive objects fail to achieve excellence due to personal performance assessment, so that some or all of the restricted shares granted but not lifted shall not be lifted. The company plans to repurchase and cancel a total of 50680 restricted shares granted to the above-mentioned personnel but not lifted. In view of the implementation of the equity distribution in the half year of 2021, the repurchase price of the first granted part is adjusted from 15.023 yuan / share to 14.928 yuan / share; The repurchase price of the reserved grant part was adjusted from 29.68 yuan / share to 29.585 yuan / share.
At the same time, the proposal on the achievement of the second release period for the first time granted by the restricted stock incentive plan in 2019 and the release conditions for the first release period for the reserved part were reviewed and approved. The board of directors and the board of supervisors of the company considered that the second release period for the first time granted restricted stock had expired on January 9, 2022, and the release conditions had been achieved; The first restricted sale period of the restricted shares reserved for grant has expired on December 3, 2021, and the conditions for lifting the restrictions on sale have been met. It is agreed that the company will lift the restrictions on sale of the incentive objects who meet the conditions for lifting the restrictions on sale according to the regulations, and handle the corresponding procedures for lifting the restrictions on sale. The number of restricted shares lifted this time is 932220.
2、 Description that the first grant part of the incentive plan meets the conditions for lifting the restrictions on sales in phase II and the reserved grant part meets the conditions for lifting the restrictions on sales in phase I:
1. The second sales restriction period of the first grant part and the first sales restriction period of the reserved grant part have expired
According to the provisions of the “restricted sale period of this incentive plan” in the 2019 restricted stock incentive plan of Beijing Creative Distribution Automation Co.Ltd(002350) International Human Resources Co., Ltd., the restricted shares granted for the first time are subject to different restricted sale periods, which are 12 months, 24 months and 36 months respectively, It shall be calculated from the date when the incentive object is granted restricted stock listing. The second release period of the first grant is from the first trading day 24 months after the listing date of the first grant of some restricted shares to the last trading day within 36 months after the listing date of the first grant of some restricted shares. The number of restricted shares released is 30% of the total number of restricted shares. The listing date of the restricted shares first granted by the company is January 9, 2020, and the second restricted sale period of the restricted shares first granted by the company has expired on January 9, 2022.
The restricted shares reserved for grant shall be subject to different restriction periods according to the arrangement of lifting the restriction period and lifting the restriction period, which are 12 months and 24 months respectively, which shall be calculated from the date of listing of the restricted shares granted to the incentive object. The first release period is from the first trading day 12 months after the listing date of the reserved and granted restricted shares to the last trading day within 24 months after the listing date of the reserved and granted restricted shares. The number of the released restricted shares is 50% of the total number of restricted shares. The listing date of the restricted shares reserved and granted by the company is December 3, 2020, and the first restricted sale period of the restricted shares reserved and granted by the company has expired on December 3, 2021.
2. Description of the achievement of lifting the restrictions on the sale of restricted shares
Description of whether the conditions for lifting the restriction period meet the conditions for lifting the restriction
1. The company has not encountered any of the following circumstances: (1) the financial accounting report of the latest fiscal year has been issued with a negative opinion or an audit report that cannot express an opinion by the certified public accountant; (2) The internal control of the financial report of the most recent fiscal year has not been subject to the above-mentioned circumstances by the certified public accountant company, which meets the audit report with negative opinions or unable to express opinions;
(3) The company has not been listed within 36 months after the lifting of the sales restriction according to the laws and regulations.
The articles of association and the public commitment to profit distribution; (4) Equity incentive is not allowed according to laws and regulations; (5) Other circumstances recognized by the CSRC. 2. The incentive object does not have any of the following situations:
(1) Being identified as an inappropriate candidate by the stock exchange within the last 12 months; The incentive granted by the company to restricted shares (2) among the incentive objects recognized by the CSRC and its dispatched offices in the last 12 months, 83 incentive objects have not been issued with appropriate candidates; The circumstances mentioned before his death meet the conditions for lifting the sales restriction (3) being punished by the CSRC for major violations of laws and regulations in the last 12 months; 4 incentive objects who have left their local offices for administrative punishment or take market entry prohibition measures; (4) Those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law, fail to meet the conditions for lifting the sales restriction, and are in charge of personnel; The restricted shares granted to them shall not be solved. (5) they shall not participate in the equity incentive of listed companies according to laws and regulations; Except for restricted sales.
(6) Other circumstances recognized by the CSRC.
3. Unlocking performance conditions at the company level: the company’s operating income in 2020 is the performance conditions for the second release period of restricted shares granted for the first time and RMB 3932001041.85, based on the operating income of 2018, Meet one of the following two conditions: the growth rate of operating revenue in 2020 is 1. Based on the operating revenue in 2018, the operating revenue will increase by 78.99% in 2020; The company’s net profit attributable to shareholders of listed companies with a ratio of no less than 80% in 2020 is 2. Based on the net profit in 2018, the net profit growth rate in 2020 is no less than 186313762.62 yuan, excluding less than 40%
