Securities code: China United Network Communications Limited(600050) securities abbreviation: China United Network Communications Limited(600050) Announcement No.: 2022026 China United Network Communications Limited(600050)
About the first grant of shares under the company’s restricted stock incentive plan
The third unlocking period and the second unlocking period of reserved granted shares
Announcement of unlocking and listing
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 shares unlocked this time: 2067725 shares
● listing and circulation time of restricted shares unlocked this time: April 11, 2022
1、 Approval and implementation of the first phase Award Scheme
(I) initial award scheme and implementation procedures
1. On August 16, 2017, the 10th meeting of the 5th board of directors and the 7th Meeting of the 5th board of supervisors 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 Scheme (Draft) and its summary of the company’s restricted stock plan and other relevant proposals.
2. 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 implement the restricted stock incentive plan and the performance evaluation objectives of the restricted stock incentive plan.
3. On February 9, 2018, the first meeting of the sixth board of directors and the first meeting of the sixth board of supervisors deliberated and adopted the proposal on the revised draft of the company’s restricted stock incentive plan, the first phase grant scheme and relevant measures and other relevant proposals.
4. On February 28, 2018, the company’s second extraordinary general meeting of shareholders 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 (Revised Draft) and its summary of the company’s restricted stock plan and other relevant proposals. 5. On March 13, 2019, the 11th meeting of the 6th board of directors and the 8th meeting of the 6th board of supervisors deliberated and adopted the proposal on adjusting the ex dividend and special circumstances of the restricted stock incentive plan and the initial grant scheme.
6. On May 8, 2019, the 2018 annual general meeting of shareholders of the company deliberated and approved the proposal on adjusting the incentive plan of restricted shares and the ex dividend and special circumstances of the initial grant scheme.
(II) previous awards of the first phase Award Scheme
1. On March 15, 2018, the second meeting of the sixth board of directors and the second meeting of the sixth board of supervisors deliberated and approved the proposal on matters related to the implementation of the first phase grant scheme of the company’s restricted stock incentive plan. It was determined that the grant date was March 21, 2018, and 802475000 restricted shares were granted to 7849 eligible incentive objects at the price of 3.79 yuan / share.
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.
2. On January 30, 2019, the 10th meeting of the 6th board of directors and the 7th Meeting of the 6th board of supervisors considered and approved the proposal on the implementation of reserved grant in the first phase of the company’s restricted stock incentive plan. It was determined that the grant date was February 1, 2019, and 13.563 million reserved restricted shares were granted to 198 eligible incentive objects at the price of 3.79 yuan / share.
On March 5, 2019, the registration of reserved shares granted in the first phase of the company’s restricted stock incentive plan was completed, and 13.156 million restricted shares were granted to 193 incentive objects.
(III) previous unlocking of the first phase Award Scheme
1. On March 23, 2020, the 17th meeting of the sixth board of directors and the 13th meeting of the sixth board of supervisors deliberated and adopted the proposal on unlocking the first unlocking period of shares granted by the company’s restricted stock incentive plan for the first time.
According to the agreement on the unlocking period in the first phase of the company’s restricted stock incentive plan, the company’s operating performance in 2018 has reached the company’s performance conditions for the first unlocking period specified in the first phase of the company’s restricted stock incentive plan. Combined with the individual performance of the incentive objects and other conditions for lifting the restriction, the company has granted 7486 incentive objects meeting the unlocking conditions for the first time, and 303314400 restricted shares have been lifted, The listing and circulation time of unlocking restricted shares is April 9, 2020.
2. On March 11, 2021, the 24th Meeting of the 6th board of directors and the 17th meeting of the 6th board of supervisors deliberated and adopted the proposal on unlocking the second unlocking period of the company’s restricted stock incentive plan and the first unlocking period of reserved shares.
According to the agreement on the unlocking period in the first phase of the company’s restricted stock incentive plan, the company’s operating performance in 2019 has reached the company’s performance conditions for the second unlocking period specified in the first phase of the company’s restricted stock incentive plan. In combination with the individual performance of the incentive objects and other conditions for lifting the restrictions, the company has 7511 incentive objects who meet the unlocking conditions for the first time and reserved for the first time, A total of 7983125 shares were released from the restricted listing on January 2024. 2、 Unlocking conditions for the third unlocking period of the first granted shares and the second unlocking period of the reserved granted shares (I) time conditions for the third unlocking period of the first granted shares and the second unlocking period of the reserved granted shares
According to the agreement of the company on the restriction period for the first grant of restricted shares, the first grant of restricted shares will enter the third unlocking period from April 9, 2022; Since March 5, 2022, the reserved grant restricted shares have entered the second unlocking period.
(II) achievement of the company’s performance conditions
According to the first phase grant scheme of the company’s restricted stock incentive plan (Revised Draft), when calculating the income, profit and return on net assets, excluding the impact of major national industrial policy adjustments such as speed-up and fee reduction, the specific amount shall be subject to the amount recognized by the board of directors.
The board of directors of the company has determined that the company has reached the performance conditions for the third unlocking period after excluding the impact of increasing speed and reducing fees, as follows:
Performance conditions and performance of the company in the third unlocking period
(1) The main business income in 2020 is higher than that in 2017. (1) the growth rate of the main business income in 2020 is not less than 20.9% compared with the main business income benchmark in 2017, and the growth rate of the non business income benchmark is more than 20.9%, and not lower than the average level of enterprises in the same industry; (2) The profit in 2020 is higher than the average level of enterprises in the same industry;
The growth rate of the total profit is not lower than that of the 2017 total profit benchmark. (2) the total profit in 2020 is 378.2% higher than that of the 2017 total profit, and is not lower than the growth rate of the 75th percentile water benchmark of enterprises in the same industry 378.2%, and is not lower than that of peers; 75th percentile level of industrial enterprises;
(3) The return on net assets in 2020 shall not be less than 5.4%.
(3) The return on net assets in 2020 is more than 5.4%.
Note 1: the impact of speed-up and fee reduction on main business income is calculated according to the impact of the company’s mobile network traffic tariff reduction of 30% in 2018 and an average tariff reduction of 20% in 2019.
Note 2: the amount of the impact of the increase and decrease of fees on the total profit is calculated by multiplying the amount of the impact of the increase and decrease of fees on the main business income by the company’s EBITDA rate of 34.1% in the current year (EBITDA rate refers to the proportion of EBITDA in the main business income).
Note 3: benchmarking indicators with enterprises in the same industry are calculated according to the audited financial report data of the company and enterprises in the same industry (excluding the impact of increasing speed and reducing fees).
The performance year corresponding to the second release period of restricted shares reserved and granted in the first phase of the restricted stock incentive plan is 2019. The relevant performance assessment objectives for the release of restrictions have been met and have been deliberated and adopted at the 20th meeting of the sixth board of directors of the company.
(III) achievements of other relevant conditions for lifting sales restrictions
1. Relevant information at the company level
During the sales restriction period, the company did not have any of the following circumstances:
(1) The financial and accounting report of the most recent fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant;
(2) The internal control of the financial report of the most recent fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant;
(3) Failure to distribute profits in accordance with laws and regulations, articles of association and public commitments in the last 36 months;
(4) Equity incentive is not allowed according to laws and regulations;
(5) Other circumstances identified by the SASAC and the CSRC that the restricted stock incentive plan cannot be implemented. 2. Relevant information at the individual level of the incentive object
During the sales restriction period, none of the incentive objects had any of the following circumstances:
(1) The individual performance appraisal of the previous performance year is below “competent” (excluding “competent”); (2) Being identified as an inappropriate candidate by the stock exchange within the last 12 months;
(3) In the last 12 months, they have been identified as inappropriate candidates by the CSRC and its dispatched offices;
(4) Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations in the last 12 months;
(5) Those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law; (6) Those who are not allowed to participate in the company’s equity incentive according to laws and regulations;
(7) The board of directors of the company determines other serious violations of the company’s regulations;
(8) Other circumstances recognized by SASAC and CSRC.
Based on the previous repurchase and cancellation of the initial grant scheme, the unlocking of the restricted shares granted and reserved for grant in the company’s restricted stock incentive plan for the first time is shown in the table below:
No. unlocking of restricted shares granted in the first phase number of incentive objects (person)
Unlocking of restricted shares granted for the first time
1. The matching grade of performance contribution is a, and the incentive objects of restricted stocks in the current period are unlocked 100% according to the regulations 6003
2. The matching grade of performance contribution is B, and the incentive objects of restricted stocks in the current period are unlocked by 75% according to the regulations 422
3. The matching grade of performance contribution is C, and the incentive objects of restricted stocks in the current period are unlocked by 50% as required 635
4. The matching grade of performance contribution is D, and the incentive objects of restricted stocks in the current period are unlocked by 25% as required 73
5. The matching grade of performance contribution is e, and the incentive objects of restricted stocks in the current period are unlocked by 0% as required 116
Subtotal 7249
6 according to the first phase grant plan of the company’s restricted stock incentive plan (Revised Draft), 70
Incentive objects who intend to repurchase or cancel their restricted shares due to resignation, dismissal and other reasons
7 according to the provisions of the first phase grant scheme of the company’s restricted stock incentive plan (Revised Draft), 433
Incentive objects whose restricted shares have been repurchased and cancelled due to resignation, dismissal and other reasons
Total initial grant 7752
Unlocking of reserved grant restricted shares
The incentive contribution of the stock in the current period is 143% and the restricted contribution of the performance in the current period is 1
2. The matching grade of performance contribution is B, and the incentive objects of restricted stocks in the current period are unlocked by 75% as required.23
3. The matching grade of performance contribution is C, and the incentive objects of restricted stocks in the current period are unlocked by 50% as required. 7
No. unlocking of restricted shares granted in the first phase number of incentive objects (person)
4. The matching grade of performance contribution is D, and the incentive object of restricted stocks in the current period is unlocked by 25% 0
5. The matching grade of performance contribution is e, and the incentive objects of restricted stocks in the current period are unlocked by 0% 7
Subtotal 180
6 according to the first phase grant scheme of the company’s restricted stock incentive plan (Revised Draft), 4
Incentive objects who intend to repurchase or cancel their restricted shares due to resignation, dismissal and other reasons
7 according to the provisions of the first phase grant scheme of the company’s restricted stock incentive plan (Revised Draft), 9
Incentive objects whose restricted shares have been repurchased and cancelled due to resignation, dismissal and other reasons
