Securities code: Guanghui Logistics Co.Ltd(600603) securities abbreviation: Guanghui Logistics Co.Ltd(600603) Announcement No.: 2022022 Guanghui Logistics Co.Ltd(600603)
With regard to the announcement of repurchase and cancellation of some restricted shares and cancellation of some 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.
Guanghui Logistics Co.Ltd(600603) (hereinafter referred to as “the company” or “the company”) held the second meeting of the 10th board of directors in 2022 and the second meeting of the 9th board of supervisors in 2022 on March 9, 2022, deliberated and adopted the proposal on repurchase and cancellation of some restricted shares and cancellation of some stock options. The relevant matters are hereby announced as follows:
1、 Approval and implementation of the company’s restricted stock and stock option incentive plan
On April 19, 2018, the proposal on Guanghui Logistics Co.Ltd(600603) 2018 restricted stock and stock option incentive plan (Draft) and its summary (hereinafter referred to as “incentive plan (Draft)” and “this incentive plan”) was deliberated and adopted at the second meeting of the ninth board of directors in 2018 The independent directors have expressed independent opinions on the proposal on Guanghui Logistics Co.Ltd(600603) 2018 restricted stock and stock option incentive plan implementation assessment management measures, the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s 2018 restricted stock and stock option incentive plan (Announcement No.: 2018019).
On April 19, 2018, the second meeting of the eighth board of supervisors of the company in 2018 deliberated and approved the proposal on Guanghui Logistics Co.Ltd(600603) 2018 restricted stock and stock option incentive plan (Draft) and its summary, and the proposal on Guanghui Logistics Co.Ltd(600603) 2018 restricted stock and stock option incentive plan implementation assessment management measures, etc, And issued verification opinions on the list of incentive objects (Announcement No.: 2018020).
From April 21, 2018 to April 30, 2018, the company publicized the list of incentive objects granted for the first time in the internal office system. During the publicity period, the board of supervisors of the company did not receive any objection from any employee to the incentive object.
On May 4, 2018, the company disclosed Guanghui Logistics Co.Ltd(600603) the self inspection report on the trading of the company’s shares by insiders of the 2018 restricted stock and stock option incentive plan (Announcement No.: 2018024), After checking the list of incentive objects in combination with the publicity, the board of supervisors issued the instructions of Guanghui Logistics Co.Ltd(600603) board of supervisors on the review and publicity of the list of incentive objects of the restricted stock and stock option incentive plan in 2018.
On May 11, 2018, the 2017 annual general meeting of shareholders of the company considered and approved the proposal on the company’s 2018 restricted stock and stock option incentive plan (Draft) and its summary, and the proposal on the measures for the administration of the implementation and assessment of the company’s 2018 restricted stock and stock option incentive plan by special resolution Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s 2018 restricted stock and stock option incentive plan (Announcement No.: 2018025).
On June 28, 2018, the fourth meeting of the ninth board of directors in 2018 and the third meeting of the eighth board of supervisors in 2018 deliberated and adopted the proposal on adjusting the incentive objects, grant price, exercise price and grant quantity of the 2018 restricted stock and stock option incentive plan, and the proposal on the first grant of restricted stock and stock option in 2018, Independent directors expressed independent opinions on this. Due to the implementation of the company’s plan of converting capital reserve into share capital in 2017, the grant price and exercise price of this equity incentive plan were adjusted, and 23.1 million restricted shares and 23.1 million stock options were actually granted to 22 incentive objects, On July 6, 2018, the company completed the first grant registration formalities at China Securities Depository and Clearing Co., Ltd. Shanghai Branch (Announcement No.: 2018034, 2018035, 2018041). On October 22, 2018, the seventh meeting of the ninth board of directors in 2018 and the sixth meeting of the eighth board of supervisors in 2018 considered and approved the proposal on repurchase and cancellation of some restricted shares and cancellation of some stock options, and agreed to repurchase and cancel all 820000 restricted shares granted to the resigned employees of incentive objects but not lifted the restrictions on sales, Agreed to cancel all 820000 stock options granted but not exercised, and the independent directors expressed independent opinions on this. The above 820000 restricted shares that have not been lifted were cancelled on December 25, 2018. After the cancellation, the total share capital of the company was changed from 1253524752 shares to 1252704752 shares (Announcement No.: 2018064, 2018066, 2018081).
On April 29, 2019, the fourth meeting of the ninth board of directors and the fourth meeting of the eighth board of supervisors in 2019 deliberated and adopted the proposal on granting reserved restricted shares and stock options to incentive objects, and the independent directors gave their consent. On May 29, 2019, the company completed the registration procedures of reserved restricted shares and stock options in Shanghai Branch of China Securities Depository and Clearing Co., Ltd., and the total share capital of the company was changed from 1252704752 shares to 1255826752 shares (Announcement No.: 20190262019032).
On April 29, 2019, the fourth meeting of the ninth board of directors and the fourth meeting of the eighth board of supervisors in 2019 deliberated and approved the proposal on repurchase and cancellation of some restricted shares and cancellation of some stock options, and agreed to repurchase and cancel all 1.06 million restricted shares granted to the resigned employees of the incentive object but not lifted, Agreed to cancel all 1.06 million stock options granted but not exercised, and the independent directors expressed independent opinions on this. The above 1.06 million restricted shares that have not been lifted have been cancelled on July 2, 2019. After the cancellation, the total share capital of the company has been changed from 1255826752 shares to 1254766752 shares (Announcement No.: 2019025, 2019035).
On July 22, 2019, the fifth meeting of the ninth board of directors and the fifth meeting of the eighth board of supervisors in 2019 deliberated and adopted the proposal on adjusting the repurchase price of restricted shares and the exercise price of stock options in 2018. According to the incentive plan (Draft), the repurchase price of restricted shares and the exercise price of stock options shall be adjusted accordingly in case of dividend distribution, conversion of capital reserve into share capital, distribution of stock dividends, stock subdivision, allotment or reduction of shares and other matters before exercise.
The profit distribution plan for 2018 was implemented and completed on June 13, 2019, involving dividend distribution and adjustment of restricted stock repurchase price: 1. The adjusted repurchase price of restricted stock that has not been unlocked for the first time = 2.493-0.30 = 2.193 yuan / share; 2. The adjusted repurchase price of restricted shares that have not been unlocked after granting the reserved part = 2.521-0.30 = 2.221 yuan / share; Adjusted exercise price: 1. The adjusted exercise price of stock options that have not been exercised for the first time = 4.98-0.30 = 4.68 yuan / share; 2. Grant reserved stock options that have not been exercised. The adjusted exercise price = 5.04-0.30 = 4.74 yuan / share (Announcement No.: 2019037, 2019040, 2019045).
On July 23, 2019, the company disclosed Guanghui Logistics Co.Ltd(600603) the announcement on the achievement of the first lifting of the restrictions on sale / exercise conditions for the first grant of restricted shares and stock options incentive plan in 2018 (Announcement No.: 2019041).
On July 25, 2019, the company disclosed the announcement of Guanghui Logistics Co.Ltd(600603) on the unlocking and listing of the first phase of restricted shares granted under the 2018 restricted stock and stock option incentive plan. On July 30, 2019, the first phase of restricted shares granted was unlocked and 6.366 million shares were listed and circulated (Announcement No.: 2019049).
On March 31, 2020, the company disclosed the announcement of Guanghui Logistics Co.Ltd(600603) on the exercise results of the first phase of stock options granted under the 2018 restricted stock and stock option incentive plan and the listing of shares. After the registration of exercise shares was completed on March 27, 2020, the total share capital of the company was changed from 125989624700 shares to 125989624700 shares (Announcement No.: 2020029).
On April 29, 2020, the fourth meeting of the ninth board of directors in 2020 and the third meeting of the eighth board of supervisors in 2020 deliberated and adopted the proposal on adjusting the repurchase price of restricted shares and the exercise price of stock options in 2018. According to the incentive plan (Draft), if there are dividends after the registration of restricted shares or before the exercise of stock options The repurchase price of restricted shares and the exercise price of stock options that have not been unlocked shall be adjusted accordingly for matters such as the conversion of capital reserve into share capital, the distribution of stock dividends, stock subdivision, allotment or reduction of shares. The 2019 profit distribution plan was implemented and completed on April 22, 2020, involving dividend distribution and adjusting the repurchase price of restricted shares: 1. The adjusted repurchase price of restricted shares that have not been unlocked for the first time = 2.193-0.50 = 1.693 yuan / share; 2. The reserved part is granted to restricted shares that have not been unlocked. The adjusted repurchase price = 2.221-0.50 = 1.721 yuan / share; Adjusted exercise price: 1. The adjusted exercise price of stock options that have not been exercised for the first time = 4.68-0.50 = 4.18 yuan / share; 2. The adjusted exercise price of the reserved part of stock options that have not been exercised = 4.74-0.50 = 4.24 yuan / share (Announcement No.: 2020035, 2020036, 2020037).
On June 15, 2020, the 5th meeting of the 9th board of directors in 2020 and the 4th meeting of the 8th board of supervisors in 2020 deliberated and approved the proposal on the achievement of the first lifting of the restrictions on sale / exercise conditions of the reserved part granted by the 2018 restricted stock and stock option incentive plan, and the proposal on repurchase and cancellation of some restricted shares and cancellation of some stock options, On July 2, 2020, the first phase of reserved restricted shares was granted to unlock 912600 shares for listing and circulation (Announcement No.: 2020047, 2020048, 2020050).
On July 14, 2020, the seventh meeting of the ninth board of directors in 2020 and the fifth meeting of the eighth board of supervisors in 2020 deliberated and adopted the proposal on the achievement of the second lifting of the restrictions on sale / exercise conditions for the first grant of restricted shares and stock options incentive plan in 2018. On July 22, 2020, Some restricted shares were granted for the first time, and the second phase unlocked 6.366 million shares for listing and circulation (Announcement No.: 2020054, 2020058).
On August 4, 2020, the proposal on repurchase and cancellation of some restricted shares and cancellation of some stock options was deliberated and adopted at the first meeting of the tenth board of directors and the first meeting of the ninth board of supervisors in 2020, and the procedure of notifying creditors of repurchase and cancellation of restricted shares was performed in accordance with the law, Buy back and cancel 2.8454 million shares of restricted shares granted but not yet lifted to the incentive objects who have resigned. In addition, 24000 shares of restricted shares granted but not yet lifted to the individuals who failed to pass the performance appraisal agreed to buy back and cancel at the fifth meeting of the ninth board of directors in 2020, a total of 2.8694 million shares were bought back and cancelled. 4.604 million stock options granted but not exercised were cancelled. On September 28, 2020, the company has completed the cancellation of 2.8694 million restricted shares and 4.628 million stock options that have not been exercised, and the total share capital of the company has been changed from 1259896247 shares to 1257026847 shares. (Announcement No.: 2020065, 2020066, 2020079).
On July 19, 2021, the sixth meeting of the 10th board of directors in 2021 and the sixth meeting of the 9th board of supervisors in 2021 deliberated and approved the proposal on the achievement of the third lifting of the restrictions on sale / exercise conditions for the first time and the second lifting of the restrictions on sale / exercise conditions for the reserved part of the restricted shares and stock options incentive plan in 2018. On July 30, 2021, The third phase of the first grant and the second phase of the reserved grant unlocked the listing and circulation of 3.836 million shares (Announcement No.: 2021036, 2021040).
On July 19, 2021, the sixth meeting of the 10th board of directors in 2021 and the sixth meeting of the 9th board of supervisors in 2021 considered and adopted the proposal on adjusting the repurchase price of restricted shares and the exercise price of stock options in 2018. The profit distribution plan for 2020 was implemented and completed on June 11, 2021, involving dividend distribution to adjust the repurchase price of restricted shares: 1. The adjusted repurchase price of restricted shares that have not been unlocked for the first time = 1.693-0.30 = 1.393 yuan / share; 2. The adjusted repurchase price of restricted shares that have not been unlocked after granting the reserved part = 1.721-0.30 = 1.421 yuan / share; Adjusted exercise price: 1. The adjusted exercise price of stock options that have not been exercised for the first time = 4.18-0.30 = 3.88 yuan / share; 2. Grant reserved stock options that have not been exercised. The adjusted exercise price = 4.24-0.30 = 3.94 yuan / share (Announcement No.: 2021035).
On October 21, 2021, the 8th meeting of the 10th board of directors in 2021 and the 8th meeting of the 9th board of supervisors in 2021 deliberated and adopted the proposal on repurchase and cancellation of some restricted shares and cancellation of some stock options, and fulfilled the procedures of notifying creditors of repurchase and cancellation of restricted shares in accordance with the law, Repurchase and cancel 74000 restricted shares of incentive objects who have been granted but have not yet been lifted. Cancel 74000 stock options granted but not exercised. On December 14, 2021, the company has completed the cancellation of 74000 restricted shares, and the total share capital of the company is
