Securities code: 300662 securities abbreviation: Beijing Career International Co.Ltd(300662) Announcement No.: 2022-005 Beijing Creative Distribution Automation Co.Ltd(002350) International Human Resources Co., Ltd
Announcement on repurchase and cancellation of some restricted shares granted but not lifted
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 to consider and adopt the proposal on repurchase and cancellation of some granted but not unlocked restricted shares respectively. In accordance with the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “measures”) and 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”), Among the first granted and reserved granted incentive objects of the company’s incentive plan, 4 incentive objects are no longer qualified for incentive due to resignation, and 5 granted incentive objects are not excellent due to personal performance assessment, so 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 restricted shares granted but not lifted, including 28920 shares of restricted shares granted for the first time, with a repurchase price of 14.928 yuan / share; A total of 21760 restricted shares were reserved for repurchase and cancellation, and the repurchase price was 29.585 yuan / share.
The relevant matters are hereby announced as follows:
1、 Brief description of equity incentive plan and relevant approval procedures performed
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 2020
On November 2, 2003, the grant price was 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 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 lifting the restrictions in the first lifting period of the incentive plan, and agree that the company will lift the restrictions on the incentive objects that meet the conditions for lifting the restrictions according to the regulations, and handle the corresponding procedures for lifting 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 conditions for the lifting of 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 was reviewed and approved, and the directors of the company
The board of directors and the board of supervisors believe that the second restricted sale period of the restricted shares granted for the first time has expired on January 9, 2022, and the conditions for lifting the restricted sale have been fulfilled; 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、 The reason, quantity, price and source of funds for the cancellation of some restricted shares in this repurchase
(I) reasons and quantity of repurchase and cancellation of some restricted shares
According to the relevant provisions of the 2019 restricted stock incentive plan, among some incentive objects granted for the first time in this incentive plan, two incentive objects are no longer qualified for incentive due to resignation, and two incentive objects are not excellent due to personal performance assessment, so that some or all of the restricted shares granted but not removed from the restriction shall not be lifted, The 28920 restricted shares granted to the above incentive objects shall not be lifted.
Among some incentive objects reserved for granting in this incentive plan, two incentive objects no longer have incentive qualification due to resignation, three incentive objects do not achieve excellence due to personal performance assessment, so that some or all of the restricted shares granted but not lifted shall not be lifted, and the 21760 restricted shares granted to the above incentive objects shall not be lifted.
The company plans to buy back and cancel 50680 shares of restricted shares granted to the above-mentioned four resignation incentive objects and five incentive objects whose personal performance assessment has not reached excellence, but cannot be lifted.
(II) repurchase price
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, with 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.
For the adjustment of repurchase price, please refer to the notice on adjusting the company’s 2019 service life disclosed by the company on the same day of this announcement
Announcement on repurchase price of institutional stock incentive plan.
(III) repurchase amount and source of funds for repurchase and cancellation of some restricted shares
The company will repurchase 28920 shares at 14.928 yuan / share and grant some restricted shares for the first time; At 29.585
RMB / share repurchases 21760 shares, and some restricted shares are reserved for grant. Repurchase amount payable by the company for this repurchase event
The total price is 1075487.36 yuan, and all the funds paid by the company for this restricted stock repurchase are the company
Own funds.
3、 Changes in the company’s share capital structure before and after the repurchase of restricted shares
Before and after this change
Nature of shares (+, – / share)
Quantity (share) proportion quantity (share) proportion
1、 Restricted tradable shares / non tradable shares 1925000.00 0.98% – 50680.00 1874320.00 0.95%
Executive lock-in shares – 0.00% – 0.00%
Equity incentive restricted shares 1925000.00 0.98% – 50680.00 1874320.00 0.95%
2、 Shares without sale conditions 194962795.00 99.02% – 194962795.00 99.05%
3、 Total number of shares 196887795.00 100.00% – 50680.00
