Securities code: Sto Express Co.Ltd(002468) securities abbreviation: Sto Express Co.Ltd(002468) Announcement No.: 2022014 Sto Express Co.Ltd(002468)
Announcement on the reply to the inquiry letter of Shenzhen Stock Exchange
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and there are no false records, misleading statements or major omissions.
Sto Express Co.Ltd(002468) (hereinafter referred to as “the company” or ” Sto Express Co.Ltd(002468) “) the board of directors received the inquiry letter on Sto Express Co.Ltd(002468) issued by the second Department of management of listed companies of Shenzhen Stock Exchange (hereinafter referred to as “the Shenzhen Stock Exchange”) on February 22, 2022 (hereinafter referred to as “the inquiry letter”), which the company attached great importance to, And immediately checked the questions listed in the inquiry letter one by one. Now the reply to the inquiry letter is announced as follows:
Question 1. Please explain the determination basis and rationality of the price of 1 yuan for the purchase of repurchased shares in this ESOP in combination with the amount of repurchased shares withdrawn by your company, the price of repurchased shares and the discount of recent market comparable cases, Whether it complies with the basic principle of “assuming sole responsibility for profits and losses, bearing risks and equal rights and interests with other investors” in the guiding opinions on the pilot implementation of employee stock ownership plan by listed companies.
reply:
1、 Share repurchases by the company
On August 27, 2020, the company held the 36th meeting of the Fourth Board of directors to consider and adopt the proposal on repurchase of company shares. On September 24, 2020, the company held the first extraordinary general meeting of shareholders in 2020, deliberated and adopted the proposal on repurchase of shares of the company. According to the above repurchase plan, in order to gradually improve the company’s long-term incentive mechanism, fully mobilize the work enthusiasm of the company’s managers and core teams, and promote the sustainable development of the company, the company uses its own funds to repurchase some shares for equity incentive plan or employee stock ownership plan on the basis of comprehensive consideration of its own business conditions and development strategy. The total amount of repurchase funds shall not be less than RMB 200 million (inclusive) and not more than RMB 300 million (inclusive), the repurchase price shall not exceed RMB 24.50/share (inclusive), and the repurchase period shall not exceed 12 months from the date when the company’s general meeting deliberates and approves the share repurchase plan.
As of January 15, 2021, the above share repurchase plan of the company has been implemented. Through the special securities account for share repurchase, the company has repurchased 195599 million shares of the company through centralized bidding, accounting for 1.28% of the current total share capital of the company. The maximum transaction price is 15.50 yuan / share, the minimum transaction price is 9.16 yuan / share, and the total transaction amount is 23 Leysen Jewelry Inc(603900) 0 yuan.
2、 Explanation on the compliance of the pricing basis for the transfer price of the company’s employee stock ownership plan
The company strictly complies with the provisions and requirements of laws and regulations such as the guiding opinions on the pilot implementation of ESOP by listed companies (hereinafter referred to as the “guiding opinions”) and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board (hereinafter referred to as the “self regulatory guidelines”), Determine the content of the current ESOP plan, including the purchase price, and the relevant decision-making procedures are legal and compliant. There is no situation that damages the interests of the company and all shareholders, and there is no situation that employees are forced to participate in the ESOP by means of apportionment and forced distribution. The company conducted detailed research and demonstration on the current employee stock ownership plan and other relevant contents, and held an employee congress to fully solicit the opinions of employees, which was unanimously deliberated and adopted by the employee congress. At the same time, the company convened the board of directors and the board of supervisors on February 14, 2022 to review relevant proposals. The related directors and related supervisors have avoided voting on relevant proposals in accordance with the company law, the securities law, the guiding opinions and other laws, regulations and normative documents as well as the relevant provisions of the articles of association.
There are no restrictions on the purchase price of employee stock ownership plan in the guiding opinions and self regulatory guidelines. The formulation of the company’s employee stock ownership plan also fully refers to and draws lessons from relevant market cases and practices, rather than company innovation and industry precedent. Some cases in which the purchase price of employee stock ownership plan of listed companies adopts 0 yuan / share or 1 yuan / share are shown in the table below:
Stock code securities abbreviation announcement time purchase price repurchase price range ESOP draft disclosure date closing price (yuan / share) (yuan / share) (yuan / share)
Juneyao Airlines Co.Ltd(603885) .SH Juneyao Airlines Co.Ltd(603885) 2021/8/3 0 9.01-9.98 12.23
Yotrio Group Co.Ltd(002489) .SZ Yotrio Group Co.Ltd(002489) 2021/8/24 0 4.10-4.39 3.71
Universal Scientific Industrial(Shanghai)Co.Ltd(601231) .SH Universal Scientific Industrial(Shanghai)Co.Ltd(601231) 2021/8/26 0 11.13-12.83 14.31
Beijing Forever Technology Co.Ltd(300365) .SZ Beijing Forever Technology Co.Ltd(300365) 2021/9/7 1 11.36-12.44 12.08
Anhui Sinonet & Xinlong Science & Technology Co.Ltd(002298) .SZ Anhui Sinonet & Xinlong Science & Technology Co.Ltd(002298) 2021/9/16 0 6.19-7.00 7.17
Roshow Technoiogy Co.Ltd(002617) .SZ Roshow Technoiogy Co.Ltd(002617) 2021/9/29 0 4.70-4.93 12.28
Suzhou Tztek Technology Co.Ltd(688003) .SH Suzhou Tztek Technology Co.Ltd(688003) 2021/9/30 0 29.50-31.97 37.30
Tiza Information Industry Corporation Inc(300209) .SZ Tiza Information Industry Corporation Inc(300209) 2022/1/26 1 12.64-17.85 6.43
Anhui Korrun Co.Ltd(300577) .SZ Anhui Korrun Co.Ltd(300577) 2022/1/26 0 18.93-26.50 21.36
3、 Explanation on the rationality of the pricing basis for the transfer price of the company’s employee stock ownership plan
The pricing method and level adopted by the company in this ESOP are mainly based on the following considerations on the premise of matching incentives and constraints and in line with the interests of the company and shareholders:
1. Enhance employees’ confidence, fully empower and mobilize their enthusiasm
In recent years, the express industry is facing fierce market competition, and the industry pattern is not completely stable. The company’s employee stock ownership plan adopts the way of discount transfer and repurchase of treasury shares for incentive. The main purpose is to further enhance the confidence of the granted employees, fully empower them to stimulate their potential, mobilize their enthusiasm, and maintain and further strengthen the advantages of the company’s lean management.
2. Encourage the core backbone to promote long-term sustainable development
The participants determined in this ESOP are mainly composed of three parts: one part is responsible for formulating the company’s development strategy and leading the company’s forward direction; Part of the participants are the direct persons in charge of the company’s business unit and management, promoting business development and management refinement; There are also some participants who are responsible for the company’s key projects and important work to promote the implementation of projects and the effective implementation of business. The above three participants play an important role in the development of the company. This incentive through the discount grant of the employee stock ownership plan is intended to motivate the core backbone employees of the company, build the company’s medium and long-term incentive mechanism, consolidate the foundation of human resources system, and seek to avoid talent grabbing by peer competitors in the fierce industry competition.
3. Optimize the salary system and pay equal attention to incentive and restraint
At present, the overall salary structure of the company is relatively single, relatively lack of more effective medium and long-term incentive and restraint mechanism, and it is at a relatively low level in the industry as a whole. The implementation of the employee stock ownership plan is conducive to the company’s continuous adjustment and optimization of the original relatively single, cash led salary incentive system, and the establishment of a salary incentive system with performance realization as the basic requirement, long-term development as the basic goal and equity cashing as the basic way.
At the same time of appropriate incentive, the company strengthens the binding force on employee performance, employee behavior and retention, pays equal attention to incentive and restraint, and guides the middle and senior core employees to balance short-term interests and the medium and long-term development of the company. Specific relevant constraints are as follows: 3.1 lock period and length limit
The lock-in period set by the company’s shareholding plan is 36 months. If the participant leaves the company during the lock-in period, the holder will not enjoy corresponding rights and interests; Compared with the provisions of the guiding opinions and the minimum 12-month locking period in market practice, this locking period is more restrictive. Some reference cases are as follows:
Code for securities abbreviation announcement time purchase price (yuan / share) minimum lock period
Juneyao Airlines Co.Ltd(603885) . Sh Juneyao Airlines Co.Ltd(603885) 2021 / 8 / 3 0 12 months
Yotrio Group Co.Ltd(002489) . SZ Yotrio Group Co.Ltd(002489) 2021 / 8 / 24 0 12 months
Universal Scientific Industrial(Shanghai)Co.Ltd(601231) . Sh Universal Scientific Industrial(Shanghai)Co.Ltd(601231) 2021 / 8 / 26 0 16 months
Beijing Forever Technology Co.Ltd(300365) . SZ Beijing Forever Technology Co.Ltd(300365) 2021 / 9 / 7 1 12 months
Anhui Sinonet & Xinlong Science & Technology Co.Ltd(002298) . SZ Anhui Sinonet & Xinlong Science & Technology Co.Ltd(002298) 2021 / 9 / 16 0 12 months
Roshow Technoiogy Co.Ltd(002617) . SZ Roshow Technoiogy Co.Ltd(002617) 2021 / 9 / 29 0 12 months
Suzhou Tztek Technology Co.Ltd(688003) . Sh Suzhou Tztek Technology Co.Ltd(688003) 2021 / 9 / 30 0 24 months
Sf Diamond Co.Ltd(300179) . SZ Sf Diamond Co.Ltd(300179) 2021 / 12 / 25 0 12 months
Tiza Information Industry Corporation Inc(300209) . SZ 3 Xinjiang Zhongtai Chenical Co.Ltd(002092) 022 / 1 / 26 1 12 months
Anhui Korrun Co.Ltd(300577) . SZ Anhui Korrun Co.Ltd(300577) 2022 / 1 / 26 0 12 months
3.2 performance objectives are challenging
The guiding opinions and the guidelines for self regulatory supervision and other provisions do not clearly specify whether the listed company needs to set the company’s performance evaluation conditions for the implementation of the employee stock ownership plan. Based on the primary principle of legality and compliance and the equivalence of incentive and restraint, the company has set sustainable and challenging company level performance evaluation objectives to independently pressurize and strengthen the constraints on the participants, To safeguard the interests of the company and shareholders, the specific performance assessment objectives are as follows:
Unlocking proportion of performance assessment objectives corresponding to the company level during the assessment period
In the first assessment period, the growth rate of express business volume in 2022 shall not be lower than the growth rate of express industry in that year or 50% in 2022
After deduction, the net profit returned to the parent company turns loss into profit;
The growth rate of express business in 2023 is not lower than that in 2023
The net profit attributable to the parent company after non deduction shall not be less than 500 million yuan.
(1) The growth rate of express business volume is one of the core indicators to measure the comprehensive competitiveness of express enterprises. The year-on-year growth rate of the company’s business volume in 2020 and 2021 was lower than the industry growth rate (according to the business volume data of national express service enterprises regularly announced by the State Post Office, the year-on-year growth rate of the industry business volume in 2020 was 31.23%, while the year-on-year growth rate of the company’s business volume was only 19.62%; the year-on-year growth rate of the industry business volume in 2021 was 29.92%, while the year-on-year growth rate of the company’s business volume was 25.62%), Therefore, the setting of the performance evaluation index at the company level of this shareholding plan higher than the industry growth rate is conducive to stimulate the company’s business expansion and operation ability, further improve the overall market share and reduce the enterprise operation cost, so as to achieve a positive cycle of share increase, cost reduction and service improvement.
(2) Net profit after deduction is the key performance indicator to measure the continuous operation of the company’s business. It also reflects the company’s core profitability and the final results of the enterprise’s operation. Since 2018, the index of the company has shown a continuous downward trend, in which the net profit attributable to the parent company after deducting non profits in 2020 is -30.98 million yuan. According to the company’s performance forecast for 2021, it is estimated that the net profit attributable to the parent company after deducting non profits in 2021 will be -30.98 million yuan
