Securities code: Guangdong Great River Smarter Logistics Co.Ltd(002930) securities abbreviation: Guangdong Great River Smarter Logistics Co.Ltd(002930) Announcement No.: 2022050 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 on repurchase and cancellation of some restricted shares
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 the cancellation of partial restricted stock repurchase of 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 restricted stock incentive objects, they have not met the incentive conditions, The company plans to buy back and cancel the restricted shares that have been granted but have not been lifted. This proposal still needs to be submitted to the general meeting of shareholders for deliberation. The details are as follows: I. 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 the repurchase and cancellation of some restricted shares
1. Reasons and number of shares repurchased
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, as one incentive object granted restricted stock has resigned for personal reasons and does not meet the incentive conditions, the board of directors The board of supervisors deliberated and decided to repurchase and cancel a total of 655200 restricted shares granted to this part of personnel but not lifted the restrictions on sale, accounting for the proportion of stock options and restricted shares in 2019
7.20% of the total number of restricted shares granted by the incentive plan, accounting for 0.01% of the total share capital of the company on April 26, 2022.
2. Adjustment method of the number and price of repurchased shares and pricing basis of repurchased price
According to the 2019 stock option and restricted stock incentive plan of the company, if the incentive object’s contract expires and will not be renewed or resigns voluntarily, its exercised shares will not be processed, and the granted but not exercised stock options will not be exercised and will be cancelled by the company; The restricted shares that have been released from the sale restriction shall not be disposed of. The restricted shares that have been granted but have not been released from the sale restriction shall not be released from the sale restriction, and the company shall repurchase and cancel them at the grant price.
The company’s profit distribution plan for 2018 is: “based on the company’s existing total share capital of 243798220 shares, distribute cash dividends of RMB 3.00 (including tax) to all shareholders for every 10 shares, and transfer 4 shares and distribute 0 bonus shares to all shareholders with capital reserve”. The plan has been implemented on May 23, 2019; The company’s profit distribution plan for 2019 is: “based on the company’s existing total share capital of 341317508 shares, distribute cash dividends of 3.00 yuan (including tax) to all shareholders for every 10 shares, and transfer 3 shares and distribute 0 bonus shares to all shareholders with capital reserve for every 10 shares”. The plan has been implemented on April 30, 2020. The company’s profit distribution plan for 2020 is: “based on the total share capital of 443998843 shares on April 20, 2021, the company will distribute cash dividends of 3 yuan (including tax) to all shareholders for every 10 shares, and will not give bonus shares or convert capital reserve into share capital”. The plan has been implemented on July 7, 2021.
According to the relevant provisions of the company’s 2019 stock option and restricted stock incentive plan, after the restricted stock granted to the incentive object completes the share registration, if the company has events such as capital reserve conversion to share capital, stock dividend distribution, share subdivision, allotment or reduction of shares, dividend distribution, etc., the repurchase price and repurchase quantity need to be adjusted. The adjustment methods are as follows:
(1) Repurchase quantity adjustment
① Conversion of capital reserve into share capital, distribution of stock dividends and stock splitting
Q＝Q0 × （1＋n）
Where: Q0 is the number of restricted stocks before adjustment; N is the ratio of capital reserve per share converted into share capital, dividend distribution and stock subdivision (i.e. the number of shares increased after conversion, share distribution or subdivision of each share); Q is the adjusted number of restricted shares.
(2) Price adjustment
① Conversion of capital reserve into share capital, distribution of stock dividends and stock splitting
P＝P0÷（1＋n）
Where: P0 is the grant price before adjustment; N is the ratio of capital reserve per share converted into share capital, dividend distribution and share splitting; P is the adjusted repurchase price.
② Dividend
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. If the cash dividends obtained by the incentive object due to the restricted shares granted are collected by the company, they shall be paid to the incentive object as dividends payable when the restricted shares are lifted, and the repurchase price of the restricted shares that have not been lifted will not be adjusted.
When the registration of restricted stock grant of this incentive plan is completed, the total number of restricted shares granted to the above-mentioned resignation incentive object is 120000, and the grant price is 13.59 yuan / share. After his resignation for personal reasons, the number of restricted shares that cannot be lifted is the third lifting period
36000 shares to be. Cash dividends corresponding to the company’s 2019 profit distribution plan have been distributed
Incentive object: corresponding to 2018 profit distribution plan and 2020 profit distribution plan of the company
Cash dividends are not actually distributed.
The board of directors of the company has passed this adjustment in accordance with the authorization of the first extraordinary general meeting of shareholders in 2019
After the whole, 2019 stock
