Securities abbreviation: Guangdong Great River Smarter Logistics Co.Ltd(002930) securities code: Guangdong Great River Smarter Logistics Co.Ltd(002930) bond abbreviation: Hongchuan convertible bond bond Code: 128121 Guangdong Great River Smarter Logistics Co.Ltd(002930)
2022 stock option incentive plan
April, 2002
statement
The board of directors does not guarantee that the summary, incentive plan and all members of the board of directors are accurate, misleading or misleading.
hot tip
1、 The incentive plan of the people’s Republic of China (hereinafter referred to as the “incentive plan of the people’s Republic of China”) and the “Regulations of the people’s Republic of China” (hereinafter referred to as the “incentive plan of the people’s Republic of China”) and the “Regulations of the people’s Republic of China”), And the articles of association.
2、 The incentive form adopted in this incentive plan is stock option. The stock source is the company’s RMB A-share common stock issued by the company to the incentive object.
3、 The number of stock options to be granted to incentive objects in this incentive plan is 10 million, accounting for about 2.24% of the total share capital of 447132532 shares of the company on March 24, 2022. This grant is a one-time grant without reserved rights and interests. Each stock option granted under the plan has the right to purchase RMB a ordinary shares of 1 equity company at the exercise price during the vesting period when the effective conditions and effective arrangements are met. The company’s 2019 stock option and restricted stock incentive plan approved by the company’s first extraordinary general meeting in 2019, the company’s 2020 stock option incentive plan approved by the company’s second extraordinary general meeting in 2020 and the company’s 2021 stock option incentive plan approved by the company’s second extraordinary general meeting in 2021 are still being implemented. As of the trading day before the board of directors deliberated the draft incentive plan, the total number of subject shares involved in the equity incentive plan within the validity period of the company was 25702700 shares, accounting for 5.75% of the total share capital of the company on March 24, 2022, which did not exceed 10.00% of the total share capital of the company. The cumulative number of shares of the company granted by any incentive object in the incentive plan through the equity incentive plan within the whole validity period does not exceed 1.00% of the total share capital of the company.
4、 A total of 153 incentive objects are granted by the incentive plan, including directors, senior managers, core managers and core technical / business personnel who worked in the company (including subsidiaries, the same below) when the company announced the incentive plan, excluding Guangdong Great River Smarter Logistics Co.Ltd(002930) independent directors, supervisors, shareholders or actual controllers holding more than 5% of shares alone or in total, their spouses, parents and children.
5、 The exercise price of stock options granted to the incentive object in the incentive plan is 20.82 yuan / share. During the period from the date of announcement of the incentive plan to the completion of the registration of stock options and shares by the incentive object, if the company has matters such as the conversion of capital reserve into share capital, distribution of stock dividends, dividend distribution, share subdivision or reduction, allotment and so on, the exercise price and number of rights and interests of stock options will be adjusted accordingly according to the incentive plan.
6、 The validity period of this incentive plan is from the date of stock option authorization to the date when all the stock options granted to the incentive object are exercised or cancelled, and the longest period shall not exceed 48 months.
7、 The stock options granted by the incentive plan will be exercised in three phases after 12 months from the authorization date, and the exercise proportion of each phase is 25%, 25% and 50% respectively.
The company level performance assessment objectives of the granted stock options are shown in the table below:
Performance appraisal objectives
Based on the operating income in 2020, the assessment year is 2022, 2023 and 2024
The preset maximum indicator (b) of operating income of each year is 50% 75% 100%
Growth rate (a) preset basic index (c) 30% 55% 80%
Increase in operating income of each assessment year a ≥ b d = 100%
Completion degree of long rate index (d) a ＜ B and a ≥ C D = A / b 100%
A＜C D=0
Actual exercisable proportion of the company in each assessment year and planned exercisable proportion of the current period × D
Note: the operating income listed above is: 1. Audited data of the company’s consolidated statements; 2. Including dock storage tank income, chemical warehouse income, net logistics chain service income, intelligent customer service income, cargo supervision fee, agent customs declaration fee and other income of Guangdong Great River Smarter Logistics Co.Ltd(002930) and its subordinate holding subsidiaries.
8、 The company does not have the following circumstances under which equity incentive shall not be implemented as stipulated in the administrative measures for equity incentive of listed companies:
(I) the audit report of the financial accounting report of the latest fiscal year issued by the certified public accountant with a negative opinion or unable to express an opinion;
(II) the internal control of the financial report of the most recent fiscal year has been given a negative opinion or unable to express an opinion by the certified public accountant;
(III) failure to distribute profits in accordance with laws and regulations, the articles of association and public commitments within the last 36 months after listing;
(IV) equity incentive is prohibited by laws and regulations;
(V) other circumstances recognized by the CSRC.
9、 The incentive objects of this incentive plan do not have the following circumstances that may not be incentive objects as stipulated in the administrative measures for equity incentive of listed companies:
(I) being identified as an inappropriate candidate by the stock exchange within the last 12 months;
(II) being identified as an inappropriate candidate by the CSRC and its dispatched offices within the last 12 months;
(III) being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations in the last 12 months;
(IV) those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law; (V) those who are not allowed to participate in the equity incentive of listed companies according to laws and regulations;
(VI) other circumstances recognized by the CSRC.
10、 Guangdong Great River Smarter Logistics Co.Ltd(002930) commitment: the company will not provide loans or other financial assistance in any form for any incentive object to obtain relevant rights and interests according to the incentive plan, including providing guarantee for its loans.
11、 Guangdong Great River Smarter Logistics Co.Ltd(002930) commitment: there are no false records, misleading statements or major omissions in the information disclosure documents related to the incentive plan.
12、 The incentive object of the incentive plan promises that if the company does not comply with the arrangement of granting rights and interests or exercising rights and interests due to false records, misleading statements or major omissions in the information disclosure documents, the incentive object shall return all the benefits obtained from the incentive plan to the company after the relevant information disclosure documents are confirmed to have false records, misleading statements or major omissions.
13、 The incentive plan can be implemented only after it is reviewed and approved by the special resolution of the general meeting of shareholders of the company.
14、 After the incentive plan is deliberated and approved by the general meeting of shareholders of the company, the company will convene the board of directors to grant rights and interests to the incentive objects in accordance with relevant regulations within 60 days (if there are conditions for granting rights and interests, calculated from the achievement of the conditions), and complete the registration, announcement and other relevant procedures. If the company fails to complete the above work within 60 days, it shall timely disclose the reasons for the failure and announce the termination of the incentive plan. According to the measures for the administration of equity incentive of listed companies and the self regulatory guide for listed companies of Shenzhen Stock Exchange No. 1 – business handling, the period during which rights and interests cannot be granted shall not be counted within 60 days.
15、 The implementation of this incentive plan will not result in the company’s equity distribution not meeting the listing conditions.
catalogue
Declare that 2 special tips Chapter 1 interpretation Chapter II purpose of this incentive plan Chapter III Management Organization of this incentive plan Chapter IV determination basis and scope of incentive objects 9 Chapter V Rights and interests to be granted under this incentive plan Chapter VI list of incentive objects and distribution of rights and interests to be granted Chapter VII validity period, authorization date, waiting period, exercise arrangement and lock up period Chapter VIII exercise price and determination method of stock options Chapter IX conditions for granting and exercising stock options Chapter 10 adjustment methods and procedures of the incentive plan Chapter 11 Accounting Treatment of stock options Chapter XII implementation, grant, exercise, change and termination procedures of the incentive plan 27 Chapter XIII respective rights and obligations of the company / incentive object Chapter XIV handling of the incentive plan in case of changes in the company / incentive object 34 Chapter 15 Supplementary Provisions thirty-eight
Chapter I interpretation
Unless otherwise specified, the following words have the following meanings in this article:
Interpretation item interpretation content
The company, the company and Guangdong Great River Smarter Logistics Co.Ltd(002930) refer to Guangdong Great River Smarter Logistics Co.Ltd(002930)
Stock option incentive plan and this incentive plan refer to Guangdong Great River Smarter Logistics Co.Ltd(002930) 2022 stock option incentive plan and this plan
Stock option refers to the right granted by the company to the incentive object to purchase a certain number of shares of the company under predetermined conditions within a certain period of time in the future
According to the provisions of this incentive plan, the incentive objects of the company (including subsidiaries) that obtains stock options refer to directors, senior managers, core managers and core technical / business personnel
The authorization date refers to the date on which the company grants stock options to the incentive object. The authorization date must be the trading day
The exercise price refers to the price determined by the company when granting stock options to the incentive object and the incentive object purchases the shares of the listed company
The term of validity refers to the period from the date of stock option authorization to the date when all stock options are exercised or cancelled
The waiting period refers to the period between the date when the stock option authorization is completed and registered and the date when the stock option is exercisable
Exercise refers to the behavior that the incentive object exercises the stock option to purchase the shares of the company according to the arrangement of the incentive plan
The exercisable date refers to the date when the incentive object can start exercising the right. The exercisable date must be the trading day
Exercise conditions refer to the conditions that must be met for the incentive object to exercise stock options according to the plan
Remuneration Committee refers to the remuneration and assessment committee of the board of directors of the company
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shenzhen Stock Exchange
China Securities Depository and Clearing Corporation refers to Shenzhen Branch of China Securities Depository and Clearing Corporation Limited
Company Law refers to the company law of the people’s Republic of China
Securities Law refers to the securities law of the people’s Republic of China
The Administrative Measures refer to the administrative measures for equity incentive of listed companies
The articles of association refers to the Guangdong Great River Smarter Logistics Co.Ltd(002930) articles of association
The company’s assessment management measures refer to the assessment management measures for the implementation of stock option incentive plan in Guangdong Great River Smarter Logistics Co.Ltd(002930) 2022
Yuan / 10000 yuan refers to RMB yuan / 10000 yuan, the legal currency unit of the people’s Republic of China
Chapter II purpose of the incentive plan
In order to further improve the corporate governance structure, establish and improve the company’s long-term incentive and restraint mechanism, attract and retain excellent talents, fully mobilize the enthusiasm and creativity of core business talents and core technical talents, effectively improve the cohesion of the core team and the core competitiveness of the enterprise, effectively combine the interests of shareholders, the company and the core team, and make all parties concerned together
