Securities code: 300662 securities abbreviation: Beijing Career International Co.Ltd(300662) Announcement No.: 2022-006 Beijing Creative Distribution Automation Co.Ltd(002350) International Human Resources Co., Ltd
Announcement on adjusting the repurchase price of the company’s 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.
Beijing Creative Distribution Automation Co.Ltd(002350) International Human Resources Co., Ltd. (hereinafter referred to as “the company” or ” Beijing Career International Co.Ltd(300662) “) held the seventh meeting of the third board of directors and the sixth meeting of the third board of supervisors on February 17, 2022, deliberated and adopted the proposal on adjusting the repurchase price of the company’s restricted stock incentive plan in 2019. In view of the fact that among the incentive objects granted for the first time and reserved for grant in the incentive plan of the company, 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 shares of the above-mentioned restricted shares that have been granted but have not been lifted, and the repurchase price of the part granted for the first time 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. The relevant matters are hereby announced 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 first meeting of the third board of directors and the first 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. The two incentive objects granted for the first time no longer have the incentive restriction coefficient of 80% due to their resignation. 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、 Adjustment of the repurchase price of restricted shares
The third extraordinary general meeting of shareholders in 2021 held on September 15, 2021 deliberated and approved the profit distribution plan for the half year of 2021. Based on the total share capital of 196887795 shares, the company distributed 0.95 yuan in cash (tax included) to all shareholders for every 10 shares, and distributed a total cash dividend of 18704340.53 yuan (tax included). It will be implemented and completed on November 2, 2021. According to the relevant provisions of the measures for the administration of equity incentive of listed companies and the company’s 2019 restricted stock incentive plan, the company shall adjust the repurchase price of the restricted stock incentive plan.
The details are as follows:
P＝P0-V
Where: P0 is the grant price before adjustment; V is the dividend per share; P is the adjusted repurchase price. After dividend adjustment, P must still be greater than 1.
The adjusted repurchase price of some restricted shares granted for the first time: 15.023-0.095 = 14.928 yuan / share. The adjusted repurchase price of some restricted shares reserved for Grant: 29.68-0.095 = 29.585 yuan / share. According to the authorization of the company’s first extraordinary general meeting in 2019, the above adjustment of the repurchase price of the restricted stock incentive plan in 2019 can be approved by the company’s board of directors without submitting it to the general meeting for deliberation.
3、 Impact of this adjustment on the company
The adjustment of the repurchase price of the restricted stock incentive plan in 2019 will not have a material impact on the company’s financial status and operating results.
4、 Opinions of the board of supervisors
The board of supervisors verified the adjustment of the repurchase price of the company’s restricted stock incentive plan in 2019, held that the adjustment of the company was in line with the relevant provisions of the incentive plan, the procedures of the board of directors to consider the adjustment were legal and compliant, and agreed to the company’s adjustment of the repurchase price of restricted stock.
5、 Opinions of independent directors
The independent directors believe that the company’s adjustment of the repurchase price of the restricted stock incentive plan in 2019 complies with the relevant provisions of the administrative measures, the incentive plan and other laws, regulations and normative documents. We unanimously agree that the company will adjust the repurchase price of the restricted stock incentive plan in 2019.
6、 Documents for future reference
1. Resolutions of the 7th Meeting of the 3rd board of directors;
2. Resolutions of the sixth meeting of the third board of supervisors;
3. Independent opinions of independent directors on matters related to the seventh meeting of the third board of directors of the company.
It is hereby announced.
Board of directors of International Human Resources Co., Ltd. February 17, 2022
