Securities code: Guangdong Great River Smarter Logistics Co.Ltd(002930) securities abbreviation: Guangdong Great River Smarter Logistics Co.Ltd(002930) Announcement No.: 2022049 bond Code: 128121 bond abbreviation: Hongchuan convertible bond
Guangdong Great River Smarter Logistics Co.Ltd(002930)
About 2019 stock option and restricted stock incentive plan
Announcement of cancellation of some stock options
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.
Guangdong Great River Smarter Logistics Co.Ltd(002930) (hereinafter referred to as “the company”) deliberated and approved the proposal on cancellation of some stock options in 2019 stock option and restricted stock incentive plan at the 12th meeting of the third board of directors and the 11th meeting of the third board of supervisors held on April 27, 2022. Due to the resignation of some stock option incentive objects, they have not met the incentive conditions, The company plans to cancel the stock options granted but not exercised, as follows:
1、 Basic information of the company’s equity incentive plan
The company held the eighth meeting of the second board of directors and the eighth meeting of the second board of supervisors on January 7, 2019, and the first extraordinary general meeting of shareholders in 2019 on January 24, 2019. The proposal on the company’s 2019 stock option and restricted stock incentive plan (Draft) and its summary were reviewed and approved, and it was decided to grant a total of 1 million stock options to 66 incentive objects Grant a total of 500000 restricted shares to 8 incentive objects.
On February 26, 2019, the company held the 9th meeting of the 2nd board of directors and the 10th meeting of the 2nd board of supervisors, deliberated and approved the proposal on adjusting the granting objects and quantity of 2019 stock option and restricted stock incentive plan. Because one stock option incentive object of the company has resigned for personal reasons, it has not met the incentive conditions, Agreed to adjust the incentive plan to grant 985000 stock options to 65 incentive objects and 500000 restricted shares to 8 incentive objects, and determined that the grant date of the incentive plan was February 26, 2019.
On August 28, 2019, the company held the 14th meeting of the second board of directors and the 14th meeting of the second board of supervisors, deliberated and adopted the proposal on cancellation of some stock options in 2019 stock option and restricted stock incentive plan. Because one stock option incentive object of the company has resigned for personal reasons, he has not met the incentive conditions, After deliberation, it was decided to cancel 10000 stock options granted but not exercised, and the number of stock options was reduced from 985000 to 975000.
On February 25, 2020, the company held the 21st Meeting of the second board of directors and the 20th meeting of the second board of supervisors, deliberated and adopted the proposal on cancellation of some stock options in 2019 stock option and restricted stock incentive plan. Because two stock option incentive objects of the company have resigned for personal reasons, they have not met the incentive conditions, After deliberation, it was decided to cancel a total of 10000 stock options granted but not exercised by these personnel, and the number of stock options was reduced from 975000 to 965000.
On March 27, 2020, the company held the 23rd Meeting of the second board of directors and the 23rd Meeting of the second board of supervisors, which deliberated and approved the proposal on cancellation of some stock options in 2019 stock option and restricted stock incentive plan. 20 stock option incentive objects of the company did not meet the exercise conditions of the first phase of stock options because their personal performance assessment did not meet the standards, After deliberation, it was decided to cancel a total of 224000 stock options granted but not exercised by these personnel, and the number of stock options was reduced from 965000 to 741000.
On March 27, 2020, the company held the 23rd Meeting of the second board of directors and the 23rd Meeting of the second board of supervisors, deliberated and approved the proposal on the exercise conditions of stock options in the first exercise period of stock options and restricted stock incentive plan in 2019 and the achievement of lifting the restrictions in the first release period of restricted shares, The exercisable conditions of the rights and interests granted by the company in this incentive plan in the first exercise / lifting of the restriction on sale period have been met, and 42 incentive objects who meet the assessment requirements can exercise their rights in the first exercise period; 8 incentive objects can lift the sales restriction in the first lifting period.
On March 27, 2020, the company held the 23rd Meeting of the second board of directors and the 23rd Meeting of the second board of supervisors, deliberated and adopted the proposal on adjusting the exercise price and quantity of stock options in the 2019 stock option and restricted stock incentive plan. According to the provisions of the 2019 stock option and restricted stock incentive plan and the 2018 equity distribution plan, In 2019, the exercise price of stock options in the equity incentive plan was adjusted from 27.17 yuan / share to 19.19 yuan / share, and the number of stock options was adjusted from 741000 to 1037400.
On April 30, 2020, the company held the 27th meeting of the second board of directors and the 27th meeting of the second board of supervisors, deliberated and adopted the proposal on adjusting the exercise price and quantity of stock options in the 2019 stock option and restricted stock incentive plan. According to the provisions of the 2019 stock option and restricted stock incentive plan and the 2019 equity distribution plan, In 2019, the exercise price of stock options in the equity incentive plan was adjusted from 19.19 yuan / share to 14.53 yuan / share, and the number of stock options was adjusted from 1037400 to 134862. On April 22, 2021, the company held the 40th meeting of the second board of directors and the 37th meeting of the second board of supervisors, deliberated and approved the proposal on the exercise conditions of stock options in the second exercise period of stock options and restricted stock incentive plan in 2019 and the achievement of lifting the conditions of restricted stock in the second release period, The restrictions on the exercise of the rights and interests of the company can be lifted in the second appraisal period if the restrictions on the exercise of the rights and interests of the company have been met in the second appraisal period; Eight incentive objects can lift the sales restriction in the second lifting period.
On April 22, 2021, the company held the 40th meeting of the second board of directors and the 37th meeting of the second board of supervisors, deliberated and approved the proposal on cancellation of some stock options in 2019 stock option and restricted stock incentive plan. One incentive object granted stock options has resigned due to personal reasons and does not meet the incentive conditions, After deliberation, it was decided to cancel the 327600 stock options granted but not exercised by these personnel, and the number of stock options was reduced from 134862 to 131586.
On July 7, 2021, the company held the second meeting of the third board of directors and the second meeting of the third board of supervisors, deliberated and adopted the proposal on adjusting the exercise price of stock options in 2019 stock option and restricted stock incentive plan. According to the provisions of 2019 stock option and restricted stock incentive plan and the equity distribution plan in 2020, In 2019, the exercise price of stock options and restricted stock incentive plan was adjusted from 14.53 yuan / share to 14.23 yuan / share.
On April 27, 2022, the company held the 12th meeting of the third board of directors and the 11th meeting of the third board of supervisors, and deliberated and approved the proposal on the exercise conditions of stock options in the third exercise period of stock options and restricted stock incentive plan in 2019 and the achievement of lifting the conditions of restricted stock in the third release period, The exercisable conditions of the rights and interests granted by the company in this incentive plan in the third exercise / release of restriction on sale period have been met, and 57 incentive objects who meet the assessment requirements can exercise their rights in the third exercise period; Seven incentive objects can lift the sales restriction in the third period.
On April 27, 2022, the company held the 12th meeting of the 3rd board of directors and the 11th meeting of the 3rd board of supervisors, deliberated and approved the proposal on cancellation of partial stock options of 2019 stock option and restricted stock incentive plan, proposal on repurchase and cancellation of partial restricted stock of 2019 stock option and restricted stock incentive plan and other proposals, The four incentive objects granted stock options by the company have left their jobs for personal reasons and do not meet the incentive conditions. After deliberation, it is decided to cancel the 2238600 stock options granted but not exercised by these personnel; One incentive object granted restricted shares to the company has resigned due to personal reasons and does not meet the incentive conditions. After deliberation, it is decided to repurchase and cancel the 6552 restricted shares granted but not lifted.
2、 Description of partial cancellation of stock options
According to the measures for the administration of equity incentive of listed companies and other laws and regulations, as well as the company’s 2019 stock option and restricted stock incentive plan and other relevant provisions, since the four incentive objects granted stock options of the company have resigned for personal reasons and do not meet the incentive conditions, the board of directors and the board of supervisors deliberated and decided to cancel the total 2238600 stock options granted but not exercised by these personnel.
After the cancellation, the number of stock options granted by the stock option and restricted stock incentive plan in 2019 was adjusted from 1315860 to 1293474, and the number of incentive objects granted stock options was adjusted from 61 to 57.
The cancellation shall be finally completed by the company after the company handles it with Shenzhen Branch of China Securities Depository and Clearing Co., Ltd.
3、 Impact of partial cancellation of stock options on the company
The cancellation of some stock options will not have a material impact on the company’s financial status and operating results, nor will it affect the diligence of the company’s management team. The company’s management team will continue to earnestly perform their duties and create value for shareholders.
4、 Opinions of independent directors
Due to the resignation of the incentive object, the company no longer meets the incentive conditions, cancels the granted but not exercised stock options, complies with the administrative measures for equity incentive of listed companies and other laws and regulations and the relevant provisions of the company’s 2019 stock option and restricted stock incentive plan, and the deliberation procedure of the board of directors is legal and compliant. The cancellation of some stock options will not have a significant impact on the company’s operating performance, and there is no damage to the interests of the company’s shareholders. Therefore, the independent directors of the company agreed to cancel some stock options.
5、 Opinions of the board of supervisors
As part of the incentive objects granted stock options in the company’s 2019 stock option and restricted stock incentive plan resigned for personal reasons and did not meet the incentive conditions, the board of directors of the company decided to cancel all the stock options granted but not exercised, which was in line with the administrative measures for equity incentive of listed companies and other laws and regulations and the relevant provisions of the company’s 2019 stock option and restricted stock incentive plan, The cancellation of stock options is legal and effective.
6、 Legal opinion and concluding observations
As of the date of issuance of this legal opinion, the cancellation has obtained the necessary approval and authorization at this stage and performed the corresponding procedures; The reasons for this cancellation, the number of restricted shares repurchased and cancelled, the determination of the repurchase price of restricted shares and the source of funds are in line with the relevant provisions of the administrative measures and other laws, regulations, normative documents and the incentive plan; This cancellation will not have a material impact on the company’s financial situation and operating results, nor will it affect the diligence of the company’s management team; The repurchase and cancellation of some restricted shares need to be submitted to the general meeting of shareholders of the company for deliberation and approval.
7、 Documents for future reference
1. Resolutions of the 12th meeting of the third board of directors of the company;
2. Resolutions of the 11th meeting of the third board of supervisors of the company;
3. Independent opinions of independent directors on matters related to the 12th meeting of the third board of directors;
4. Legal opinion of Beijing Anjie (Shanghai) law firm on the cancellation of some stock options and repurchase and cancellation of some restricted shares under the company’s 2019 stock option and restricted stock incentive plan.
It is hereby announced.
Guangdong Great River Smarter Logistics Co.Ltd(002930) board of directors
April 28, 2022
