Securities code: 600050 securities abbreviation: China United Network Communications Limited(600050) Announcement No.: 2021-110
China United Network Communications Limited(600050)
Phase II restricted stock incentive plan (Draft)
Abstract announcement
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:
Equity incentive method: restricted stock
Source of shares: A-share ordinary shares issued by private placement
Total equity of equity incentive and total number of underlying shares involved: no more than 900 million restricted shares are proposed to be granted to incentive objects this time, accounting for about 2.9% of the current total share capital of the company of 30.99 billion shares.
The relevant definitions and abbreviations of this abstract are consistent with the China United Network Communications Limited(600050) phase II restricted stock incentive plan (Draft).
1、 Basic information of the company
(i) Basic information
Company name (Chinese): China United Network Communications Limited(600050)
Company name (English): China United Network Communications Limited
Legal representative: Liu Liehong
Registered address: Floor 4, No. 21, Financial Street, Xicheng District, Beijing
Listing time: October 9, 2002
Business scope: investment in the telecommunications industry (for projects subject to approval according to law, business activities can be carried out only with the approval of relevant departments) (II) composition of the board of directors, the board of supervisors and senior managers
The board of directors of the company consists of 13 directors, including 5 independent directors; The board of supervisors of the company is composed of 3 supervisors; company
There are 6 senior managers, including 1 president, 4 senior vice presidents and 1 financial director.
（3） Main business
The company’s main business is mobile business, fixed network business and others.
（4） Performance in recent three years
The performance of the company in recent three years is as follows:
Table 1: main data of the company’s balance sheet from 2018 to 2020 (unit: RMB million)
Project 2018 2019 2020
Total current assets 75924.5483603.85108653.66
Total non current assets 465837.74480626.77473821.77
Total assets: 541762.28564230.62582475.43
Total current liabilities 213715.73206812.71222242.00
Total non current liabilities 11106.2633921.9928759.47
Total liabilities 224821.99240734.70251001.47
Total shareholders’ equity 316940.29323495.92331473.96
Note: the sum of the partial total and the sum of each addition may be slightly different in the mantissa. These differences are caused by rounding.
Table 2: main data of the company’s profit statement from 2018 to 2020 (unit: RMB million)
Project 2018 2019 2020
Total operating income 290876.78290514.55303838.07
Main business income 263682.59264386.42275813.70
Total profit 4080.774982.085521.31
Net profit attributable to shareholders of listed company 5027.285198.185450,08
Net profit attributable to shareholders of the listed company after deducting 94829.7396208.24107333.76 non recurring profits and losses
Table 3: main financial indicators of the company from 2018 to 2020
Index name 2018 2019 2020
Basic earnings per share (yuan / share) 0.1320.1610.178
Diluted earnings per share (yuan / share) 0.1320.1610.178
Basic earnings per share after deducting non recurring profits and losses of 0.1630.1680.176 (yuan / share)
2.863.453.73 net assets per share attributable to the owner of the parent company (yuan / share)
Weighted average return on net assets after deducting non recurring profits and losses of 3.523.603.68 (%)
2、 Purpose of equity incentive plan
(i) Further improve the corporate governance structure, establish and continuously improve the interest balance mechanism of shareholders, management and executive; （2） Establish a benefit sharing and restraint mechanism among shareholders, the company and employees to bring sustainable returns to shareholders; （3） Fully mobilize the enthusiasm of core employees and support the realization of the company’s strategy and long-term steady development;
（4） Attract, retain and motivate excellent managers and core technical backbone employees, advocate the concept of common and sustainable development of the company and employees, and ensure the long-term and stable development of the company.
3、 Equity incentive method and source of underlying stock
(i) Incentive mode
The incentive mode of the plan is restricted stock.
（2） Source of underlying stock
The subject stock involved in the plan comes from A-share common stock issued by the company to the incentive object.
4、 Number of restricted shares to be granted
The total number of shares of the company involved in the restricted shares granted under the plan shall not exceed 10% of the total share capital of the company. In this period, it is proposed to grant no more than 900 million restricted shares to incentive objects, accounting for about 2.9% of the current total share capital of the company of 30.99 billion shares.
5、 Scope of incentive objects and the number of restricted shares granted to them
(i) Determination basis of incentive object
The incentive objects of the plan are the company law, the securities law, the Trial Measures for the implementation of equity incentive by state-controlled listed companies (within China), the notice on issues related to regulating the implementation of equity incentive system by state-controlled listed companies, the measures for the administration of equity incentive by listed companies, the guidelines for the implementation of equity incentive by listed companies controlled by central enterprises, SASAC Based on the provisions of relevant laws, regulations, rules and normative documents of the CSRC and the relevant provisions of the articles of association, and in combination with the actual situation of the company.
（2） Scope of incentive objects
1. The incentive objects granted this time include core management talents and professionals (excluding directors) that have a direct impact on the company’s business performance and sustainable development, and no more than 8000 people. The incentive objects do not include independent directors and supervisors and external directors held by persons other than the controlling shareholders of the company;
2. Shareholders or actual controllers who individually or jointly hold more than 5% of the company’s shares and their spouses, parents and children shall not become incentive objects;
3. The assessment results of the incentive object according to the relevant measures of the company’s performance assessment shall be at or above the level of competent;
4. Personnel under any of the following circumstances shall not be the incentive object of the plan:
(1) Being identified as inappropriate by the stock exchange within the last 12 months;
(2) Being identified as inappropriate by the CSRC and its dispatched offices within the last 12 months;
(3) Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations within the last 12 months;
(4) Those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law;
(5) Those who are not allowed to participate in the company’s equity incentive according to laws and regulations;
(6) The board of directors of the company determines other serious violations of the company’s regulations;
(7) Other circumstances recognized by SASAC and CSRC.
In case of any of the above circumstances in which the incentive object is not allowed to participate in the plan during the implementation of the plan, the company will repurchase the restricted shares granted to the incentive object but not unlocked according to the lower of the grant price of the incentive object and the market price at the time of repurchase, and terminate its participation in the plan.
（3） Distribution of restricted shares granted this time:
Number of positions per capita number of shares granted total number of shares granted (10000 shares) (10000 shares)
The company’s core management talents and professional talents are 800011.2590000
6、 Grant price and determination method of restricted shares
The price of each restricted stock granted by the company to the incentive object is 2.48 yuan / share, which shall not be lower than the higher of the following prices: (I) 60% of the average trading price of the company’s stock on the trading day before the announcement of the plan;
（2） 60% of the average trading price of the company’s shares 20 trading days, 60 trading days or 120 trading days before the announcement of the plan;
（3） The unit face value of the company’s shares.
After the plan is approved and published by the board of directors, if the trading price of the company’s shares fluctuates abnormally, the grant price will be adjusted according to the fair market price when submitted to the general meeting of shareholders for deliberation.
When the incentive object is granted restricted shares, the funds required for individual capital contribution shall be self raised. The company promises not to provide loans or any form of financial assistance for the relevant rights and interests obtained under the plan, including providing guarantee for its loans.
7、 Validity period, grant date, lock up period and unlocking period of restricted shares
(i) Period of validity
The plan is valid for 60 months from the date of grant of restricted shares.
During the validity period of the plan, the company may grant restricted shares to incentive objects in accordance with the plan. The restricted shares granted upon the expiration of the plan shall remain valid.
On the premise of meeting the grant conditions, the board of directors has the right to grant restricted shares to qualified persons.
（2） Grant date
The granting date of restricted shares shall be determined by the board of directors in accordance with relevant regulations after the plan is reviewed and approved by the board of directors, SASAC and the general meeting of shareholders of the company. The grant date shall be within 60 days from the date when the plan is considered and approved by the general meeting of shareholders of the company, and shall be a trading day. At that time, the company shall convene the board of directors to grant the incentive object, and complete the registration, announcement and other relevant procedures. （3） Lock up period
The restricted stock lock up period is 24 months from the date when the incentive object is granted restricted stock. During the lock up period, the restricted shares held by the incentive object through the plan will be locked, and shall not be transferred in any form, used for guarantee or debt repayment.
（4） Unlocking period
The 36 months after the expiration of the lock up period of restricted shares shall be the unlocking period of restricted shares. During the unlocking period, it is unlocked at a constant speed by stages. If the unlocking conditions of restricted stocks in the current period are met, The incentive object can transfer the restricted shares unlocked through the plan in the current period according to law (if the incentive object is a director and senior manager, the transferred shares shall also comply with the company law, securities law and other laws, regulations, normative documents and the relevant provisions of the articles of association); If the restricted stock unlocking conditions specified in the plan are not met, the incentive object shall not unlock the restricted stock in the current period, and the company shall repurchase the restricted stock according to the lower of the grant price of the incentive object and the market price at the time of repurchase.
During the effective period of the plan, if the relevant laws, regulations, normative documents such as the company law, the securities law and the articles of association have changed on the transfer of shares held by the company’s directors and senior managers, Then the transfer of the company’s shares held by these incentive objects shall comply with the provisions of the revised Company Law, securities law and other relevant laws, regulations, normative documents and the articles of association.
8、 Conditions for granting and unlocking the plan
(i) Grant conditions
Only when the company and the incentive object meet the following conditions can the company grant restricted shares to the incentive object according to the plan:
1. The company’s performance in 2020 shall meet the following conditions:
(1) Main business income
