Securities code: China United Network Communications Limited(600050) securities abbreviation: China United Network Communications Limited(600050) Announcement No.: 2022021 China United Network Communications Limited(600050)
On repurchase and cancellation of some incentive objects of the first phase of restricted stock plan
Announcement of restricted shares
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.
Important content tips:
● number of restricted stock repurchases: 22035375 shares
● restricted stock repurchase price: 3.79 yuan / share and 4.21 yuan / share
1、 Relevant procedures performed for the first phase of the award scheme
1. On August 16, 2017, the 10th meeting of the 5th board of directors of China United Network Communications Limited(600050) (hereinafter referred to as “the company”) deliberated and adopted the proposal on the company’s restricted stock incentive plan (Draft) and its summary, the proposal on the first phase grant plan (Draft) and its summary of the company’s restricted stock plan and other relevant proposals. The independent directors of the company expressed independent opinions on the fact that the restricted stock incentive plan is conducive to the sustainable development of the company and does not harm the interests of the company and all shareholders.
2. On August 16, 2017, the 7th Meeting of the 5th board of supervisors of the company deliberated and approved the proposal on the company’s restricted stock incentive plan (Draft) and its summary, the proposal on the first phase grant plan (Draft) and its summary of the company’s restricted stock plan and other relevant proposals, and issued verification opinions on matters related to the restricted stock incentive plan.
3. The controlling shareholder of the company, China United Network Communication Group Co., Ltd., received the reply on China United Network Communications Limited(600050) implementing the first phase of restricted stock incentive plan (gzkp [2017] No. 1309) issued by SASAC and agreed in principle to China United Network Communications Limited(600050) implementing the restricted stock incentive plan and the performance evaluation objectives of the restricted stock incentive plan.
4. From January 16, 2018 to January 29, 2018, the company publicized the names and positions of incentive objects in the company through internal websites or bulletin boards of subordinate units.
5. On February 9, 2018, the company held the first meeting of the sixth board of directors, deliberated and adopted the proposal on the company’s restricted stock incentive plan, the first phase of grant scheme, the revised draft of relevant measures and the grant list. The independent directors of the company expressed independent opinions on the revision of the restricted stock incentive plan, which is conducive to the sustainable development of the company and does not harm the interests of the company and all shareholders.
6. On February 9, 2018, the company held the first meeting of the sixth board of supervisors, deliberated and approved the proposal on the company’s restricted stock incentive plan, the first phase grant scheme and the revised draft of relevant measures, and the proposal on the review opinions of the incentive objects of the first phase grant scheme of the company’s restricted stock incentive plan. 7. On February 12, 2018, the company announced the review opinions and publicity of the board of supervisors on the incentive objects of the first phase of the company’s restricted stock incentive plan.
8. On February 28, 2018, the second extraordinary general meeting of the company in 2018 deliberated and passed the proposal on the company’s restricted stock incentive plan (Revised Draft) and its summary, the proposal on the first phase grant scheme of the company’s restricted stock plan (Revised Draft) and its summary and other relevant proposals. The company conducted a self-examination on the trading of the company’s shares by insiders of the restricted stock incentive plan, and did not find that relevant insiders used the inside information to buy and sell the company’s shares.
9. On March 15, 2018, the second meeting of the sixth board of directors of the company considered and approved the proposal on the implementation of the first phase of the company’s restricted stock incentive plan, and the independent directors of the company expressed independent opinions on the proposal.
10. On March 15, 2018, the second meeting of the sixth board of supervisors of the company deliberated and adopted the proposal on deliberation of the board of directors on matters related to the implementation of the first phase of the company’s restricted stock incentive plan, and issued verification opinions on relevant matters.
11. On April 9, 2018, the registration of the company’s restricted stock incentive plan was completed for the first time, and 793861 million restricted shares were granted to 7752 incentive objects.
12. From January 9, 2019 to January 28, 2019, the company publicized the names and positions of the incentive objects reserved for the first phase in the company through internal websites or bulletin boards of subordinate units.
13. On January 30, 2019, the 10th meeting of the sixth board of directors of the company deliberated and approved the proposal on the implementation of reserved grant in the first phase of the company’s restricted stock incentive plan, and the independent directors of the company expressed independent opinions on the proposal.
14. On January 30, 2019, the seventh meeting of the sixth board of supervisors of the company deliberated and approved the proposal on the implementation of reserved grant in the first phase of the company’s restricted stock incentive plan, and issued verification opinions on relevant matters.
15. On March 5, 2019, the first phase of the company’s restricted stock incentive plan was reserved and the grant registration was completed, and 13.156 million restricted shares were granted to 193 incentive objects.
16. On March 13, 2019, the 11th meeting of the sixth board of directors of the company deliberated and approved the proposal on repurchase and cancellation of restricted shares of some incentive objects of the first phase of restricted stock plan and the proposal on adjusting the ex dividend and special circumstances of the incentive plan of restricted shares and the first phase of grant plan. The independent directors of the company expressed their independent opinions on relevant matters.
17. On March 13, 2019, the 8th meeting of the 6th board of supervisors of the company deliberated and approved the proposal on repurchase and cancellation of restricted shares of some incentive objects of the first phase of restricted stock plan and the proposal on adjusting the ex dividend and special circumstances of the incentive plan of restricted shares and the first phase of grant plan, And issued the review opinions on the repurchase and cancellation of the first phase of the company’s restricted stock incentive plan.
18. On May 8, 2019, the 2018 annual general meeting of shareholders of the company deliberated and approved the proposal on repurchase and cancellation of restricted shares of some incentive objects of the first phase of restricted stock plan and the proposal on adjustment of restricted stock incentive plan and ex dividend and special circumstances of the first phase of grant plan.
19. On September 6, 2019, the company completed the repurchase and cancellation of 7262000 restricted shares granted to 72 incentive objects but not lifted.
20. On October 21, 2019, the 16th meeting of the sixth board of directors of the company considered and approved the proposal on repurchase and cancellation of restricted shares of some incentive objects of the first phase of restricted stock plan, and the independent directors of the company expressed their independent opinions on relevant matters.
21. On October 21, 2019, the 12th meeting of the sixth board of supervisors of the company considered and approved the proposal on repurchase and cancellation of restricted shares of some incentive objects of the first phase of the restricted stock plan, and issued the review opinions on repurchase and cancellation of the first phase of the company’s restricted stock incentive plan. 22. On February 27, 2020, the company completed the repurchase and cancellation of 8198000 restricted shares granted to 82 incentive objects but not lifted.
23. On March 23, 2020, the 17th meeting of the sixth board of directors of the company deliberated and approved the proposal on unlocking the first unlocking period of shares granted by the company’s restricted stock incentive plan for the first time and the proposal on repurchase and cancellation of restricted shares of some incentive objects of the first restricted stock plan. The independent directors of the company expressed their independent opinions on relevant matters.
24. On March 23, 2020, the 13th meeting of the sixth board of supervisors of the company deliberated and approved the proposal on unlocking the first unlocking period of shares granted by the company’s restricted stock incentive plan for the first time and the proposal on repurchase and cancellation of restricted shares of some incentive objects of the first restricted stock plan, And issued the review opinions on the repurchase and cancellation of the first phase of the company’s restricted stock incentive plan. 25. On April 9, 2020, the company completed the unlocking and listing of 303314400 restricted shares held by 7486 incentive objects who met the unlocking conditions for the first time.
26. On September 17, 2020, the company completed the repurchase and cancellation of 9912200 restricted shares granted to 308 incentive objects but not lifted the restriction.
27. On October 21, 2020, the 21st Meeting of the sixth board of directors of the company deliberated and adopted the proposal on repurchase and cancellation of restricted shares of some incentive objects of the first phase of the restricted stock plan.
28. On October 21, 2020, the 17th meeting of the sixth board of supervisors of the company deliberated and adopted the proposal on repurchase and cancellation of restricted shares of some incentive objects of the first phase of the restricted stock plan.
29. On January 28, 2021, the company completed the repurchase and cancellation of 3.7422 million restricted shares granted to 60 incentive objects but not lifted.
30. On March 11, 2021, the 24th Meeting of the 6th board of directors of the company deliberated and approved the proposal on unlocking the second unlocking period of shares granted for the first time and the first unlocking period reserved for granted shares in the company’s restricted stock incentive plan, and the proposal on repurchase and cancellation of restricted shares of some incentive objects of the first restricted stock plan, The independent directors of the company have expressed their independent opinions on relevant matters.
31. On March 11, 2021, the 17th meeting of the 6th board of supervisors of the company deliberated and approved the proposal on unlocking the second unlocking period of shares granted for the first time and the first unlocking period reserved for granted shares in the company’s restricted stock incentive plan, and the proposal on repurchase and cancellation of restricted shares of some incentive objects of the first restricted stock incentive plan, It also issued the review opinions on the unlocking matters of the second unlocking period of the company’s restricted stock incentive plan for the first time and the first unlocking period of reserved granted shares, and the review opinions on the repurchase and cancellation of the company’s restricted stock incentive plan for the first time.
32. On April 9, 2021, the company completed the unlocking and listing of 218379125 restricted shares held by 7511 incentive objects who met the unlocking conditions for the first time and reserved grants.
33. On September 16, 2021, the company completed the repurchase and cancellation of 20460075 restricted shares granted to 1111 incentive objects but not lifted.
34. On October 21, 2021, the sixth meeting of the seventh board of directors of the company considered and approved the proposal on repurchase and cancellation of restricted shares of some incentive objects of the first phase of restricted stock plan, and the independent directors of the company expressed their independent opinions on relevant matters.
35. On October 21, 2021, the third meeting of the seventh board of supervisors of the company deliberated and approved the proposal on repurchase and cancellation of restricted shares of some incentive objects of the first phase of the restricted stock plan, and issued the review opinions on repurchase and cancellation of the first phase of the company’s restricted stock incentive plan.
36. On March 10, 2022, the company completed the repurchase and cancellation of 3261600 restricted shares granted to 100 incentive objects but not lifted.
37. On March 11, 2022, the 11th session of the seventh board of directors of the company deliberated and approved the proposal on unlocking the third unlocking period of the company’s restricted stock incentive plan and reserving the second unlocking period of the company’s restricted stock incentive plan, and the proposal on repurchasing and canceling the restricted shares of some incentive objects of the first restricted stock plan, The independent directors of the company have expressed their independent opinions on relevant matters.
38. On March 11, 2022, the fifth meeting of the seventh board of supervisors of the company deliberated and approved the proposal on unlocking the third unlocking period of shares granted for the first time and the second unlocking period reserved for shares granted in the company’s restricted stock incentive plan, and the proposal on repurchase and cancellation of restricted shares of some incentive objects of the first restricted stock plan, It also issued the review opinions on the unlocking matters of the third unlocking period of the company’s restricted stock incentive plan for the first time and the second unlocking period of reserved granted shares, and the review opinions on the repurchase and cancellation of the company’s restricted stock incentive plan for the first time.
2、 Reasons, quantity and price of restricted shares cancelled in this repurchase
(I) as of March 11, 2022, in accordance with the relevant provisions of the company’s restricted stock incentive plan (Revised Draft), the first phase grant scheme of the company’s restricted stock incentive plan (Revised Draft), the proposal on adjusting the ex dividend and special circumstances of the restricted stock incentive plan and the first phase grant scheme, and the authorization of the second extraordinary general meeting in 2018, In view of the fact that 1283 incentive objects in the first phase of the restricted stock grant plan have matching grades of B, C, D and e due to their performance contribution, their actual unlocked shares this time are 75%, 50%, 25% and 0% of their personal target unlocked shares in the current period. The company will repurchase and cancel the remaining 19443975 restricted shares held by these incentive objects that fail to meet the unlocking conditions in the current period; 44 incentive objects are no longer within the scope of incentive due to resignation, dismissal and other reasons, and 30 incentive objects are no longer within the scope of incentive due to retirement, organizational transfer and other reasons. The company repurchases and cancels the 1343700 shares and 1247700 shares of restricted shares that have been granted but have not been lifted.
(II) reasons and results of repurchase price adjustment
In accordance with the company’s restricted stock incentive plan (Revised Draft), the first phase grant scheme of the company’s restricted stock incentive plan (Revised Draft) and the proposal on adjusting the ex dividend and special circumstances of the restricted stock incentive plan and the first phase grant scheme
