Securities code: Yunda Holding Co.Ltd(002120) securities abbreviation: Yunda Holding Co.Ltd(002120) Announcement No.: 2022034 Yunda Holding Co.Ltd(002120)
Announcement on the achievement of unlocking conditions in the first unlocking period of the fourth restricted stock incentive plan
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.
Yunda Holding Co.Ltd(002120) (hereinafter referred to as “the company”), the 21st Meeting of the seventh board of directors deliberated and approved the proposal on the achievement of unlocking conditions in the first unlocking period of the fourth restricted stock incentive plan on May 23, 2022. The board of directors considered that the unlocking conditions in the first unlocking period of the fourth restricted stock incentive plan of the company had been reached. According to the authorization of the first extraordinary general meeting of shareholders of the company in 2021 to the board of directors, Agree to handle relevant unlocking matters for 339 incentive objects who meet the unlocking conditions in accordance with the relevant provisions of the fourth restricted stock incentive plan. The relevant matters are hereby announced as follows:
1、 Brief description and implementation of the fourth phase of equity incentive plan
1. On March 29, 2021, the company held the 12th meeting of the seventh board of directors, which deliberated and adopted the proposal on the fourth phase restricted stock incentive plan (Draft) of Yunda Holding Co., Ltd. and its summary Proposal on the measures for the administration of the implementation and assessment of the fourth phase of restricted stock incentive plan of Yunda Holding Co.Ltd(002120) and proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the fourth phase of restricted stock incentive plan of the company.
2. On March 29, 2021, the company held the 12th meeting of the 7th board of supervisors to check the list of incentive objects of the incentive plan, and deliberated and adopted the proposal on Yunda Holding Co.Ltd(002120) phase IV restricted stock incentive plan (Draft) and its summary The proposal on the measures for the administration of the implementation and assessment of the fourth phase of restricted stock incentive plan of Yunda Holding Co.Ltd(002120) and the proposal on the verification of the list of incentive objects of the fourth phase of restricted stock incentive plan.
3. On March 30, 2021, the company opened the website at www.cn.info.com.cn Announced the list of the fourth restricted stock incentive plan. On March 30, 2021, the company issued the notice on the fourth phase of restricted stock incentive plan through the company’s internal affairs management system in the form of announcement, which publicized the names and positions of the proposed incentive objects of the company from March 30, 2021 to April 8, 2021. During the publicity period, the company did not receive any objection to the proposed incentive objects. On April 10, 2021, the company disclosed the verification opinions and publicity statement of the seventh board of supervisors on the list of incentive objects of the company’s phase IV restricted stock incentive plan on cninfo.com.
4. On April 15, 2021, the company held the first extraordinary general meeting of shareholders in 2021, deliberated and approved the proposal on Yunda Holding Co.Ltd(002120) phase IV restricted stock incentive plan (Draft) and its summary The fourth phase of restricted stock incentive plan of the company was approved by the proposal on Yunda Holding Co.Ltd(002120) the management measures for the implementation and assessment of the fourth phase of restricted stock incentive plan “and the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the fourth phase of restricted stock incentive plan of the company.
5. On May 28, 2021, the company held the 15th meeting of the 7th board of directors and the 15th meeting of the 7th board of supervisors. The meeting deliberated and adopted the proposal on adjusting matters related to the fourth phase of restricted stock incentive plan and the proposal on granting restricted shares of the fourth phase of equity incentive plan to incentive objects for the first time. The independent directors of the company expressed their independent opinions on relevant matters, considered that the grant was in line with the relevant provisions of the restricted stock incentive plan, and agreed that the company granted restricted shares to the incentive object for the first time. The board of supervisors reviewed the list of incentive objects as of the grant date and issued verification opinions.
6. On June 17, 2021, the company disclosed the announcement on the completion of the registration of the first grant of the fourth phase of restricted stock incentive plan on cninfo.com, and completed the registration of 6349300 restricted shares granted to 356 eligible incentive objects for the first time.
7. The 21st Meeting of the 7th board of directors and the 21st Meeting of the 7th board of supervisors held on May 23, 2022 considered and adopted the proposal on the achievement of unlocking conditions in the first unlocking period of the fourth restricted stock incentive plan. The board of Directors believes that the unlocking conditions in the first unlocking period set in the fourth restricted stock incentive plan (Draft) of the company have been achieved, 339. Validity of stock incentive plan. Therefore, the board of directors agrees that the company shall handle the unlocking of 3018790 restricted shares granted under the fourth restricted stock incentive plan in accordance with the relevant provisions of the incentive plan. The board of supervisors, independent directors and lawyers expressed special opinions on relevant matters and agreed to handle unlocking related matters for 339 incentive objects who meet the unlocking conditions in accordance with the relevant provisions of the company’s phase IV restricted stock incentive plan.
8. The company held the 21st Meeting of the 7th board of directors and the 21st Meeting of the 7th board of supervisors on May 23, 2022, and deliberated and adopted the proposal on repurchase and cancellation of some granted but not unlocked restricted shares, Due to the resignation of 17 incentive objects in the fourth phase of the company’s restricted stock incentive plan or the situation that the restricted shares granted but not yet lifted in the fourth phase of the company’s restricted stock incentive plan (Draft) cannot be lifted, the company plans to repurchase and cancel 253000 shares of restricted shares granted but not lifted in the fourth phase of the company’s restricted stock incentive plan, The repurchase price is 7.97 yuan / share. Due to the fact that the annual performance evaluation score of three incentive objects in the fourth phase of the company’s restricted stock incentive plan in 2021 is higher than 60 (inclusive) but lower than 80, the company plans to repurchase and cancel 20% of the restricted shares that have been granted but not lifted in the first unlocking period of the fourth phase of the company’s restricted stock incentive plan, i.e. 5310 shares, at a repurchase price of 7.97 yuan / share. The board of directors agrees that the company will carry out repurchase and cancellation of 258310 restricted shares held by the above 20 incentive objects that have been granted but have not been lifted in accordance with relevant laws and regulations and the company’s phase IV restricted stock incentive plan (Draft), with a repurchase price of 7.97 yuan / share. The independent directors expressed their independent opinions.
For details, see the announcement on repurchase and cancellation of some granted but not unlocked restricted shares (Announcement No.: 2022035) disclosed by the company on cninfo.com on May 24, 2022.
2、 Description of the unlocking conditions reached in the first unlocking period of the fourth restricted stock incentive plan
(I) the lock-in period is about to expire
According to the relevant provisions of Yunda Holding Co.Ltd(002120) the fourth phase of restricted stock incentive plan (Draft) (hereinafter referred to as “the fourth phase of restricted stock incentive plan (Draft)”), the first unlocking period of restricted stock granted for the first time is from the first trading day after 12 months from the date of completion of registration of the first grant to the last trading day within 24 months from the date of completion of registration of the first grant, Unlock the proportion of restricted shares granted is 50%. The first grant date of the company’s phase IV restricted shares is May 28, 2021, and the listing date of the first grant registration is June 18, 2021. The first lock-in period of the company’s phase IV restricted shares will expire on June 18, 2022. The company plans to unlock the restricted shares first granted by the phase IV restricted stock incentive plan according to the specified proportion after the expiration of the above-mentioned first lock-in period.
(II) description of unlocking condition achievement
The unlocking of the first unlocking period of the fourth restricted stock incentive plan granted by the company to the incentive object for the first time meets the unlocking conditions specified in the fourth restricted stock incentive plan (Draft), as follows:
Description of unlocking condition achievement
1. The company has not encountered any of the following circumstances: (1) the financial report of the latest fiscal year has been issued with a negative opinion or an audit report that cannot express an opinion by the certified public accountant; (2) The company whose internal control over financial report was registered in the most recent fiscal year did not have the above-mentioned circumstances, and the auditor issued a negative opinion or could not express an opinion;
Lock condition.
(3) Failure to distribute profits in accordance with laws and regulations, articles of association and public commitments within the last 36 months after listing; (4) Equity incentive is not allowed according to laws and regulations; (5) Other circumstances recognized by the CSRC. 2. No incentive object has any of the following circumstances: (1) it has been identified as an inappropriate candidate by the stock exchange in the last 12 months; (2) In the last 12 months, it has been identified as an inappropriate candidate by the CSRC and its dispatched offices; (3) Within the last 12 months, the incentive objects who have been encouraged by the CSRC due to major violations of laws and regulations have not been subject to the above-mentioned circumstances, and the full commission and its dispatched offices shall be subject to administrative punishment or take market entry prohibition measures; Sufficient unlocking conditions. (4) Having the circumstances stipulated in the company law under which he is not allowed to serve as a director or senior manager of the company; (5) Those who are not allowed to participate in the equity incentive of listed companies according to laws and regulations; (6) Other circumstances recognized by the CSRC.
3. Performance evaluation indicators of the company: the express business volume completed by the company in 2021 is based on the express business volume completed in 2020. The express business volume completed in 2021 is 18.402 billion pieces, with a growth rate of no less than 30% compared with that in 2020; Or based on the business volume of 14.144 billion pieces of operating revenue in 2020 and the growth rate exceeding, the growth rate of operating revenue in 2021 shall not be less than 30% of those listed in the same industry, meeting the average growth rate of companies unlocking performance assessment. Pieces.
4. Performance appraisal indicators of incentive objects: in 2021, the annual performance appraisal score of 336 incentive objects is = 80 points, and the corresponding unlocking proportion is 100%; The performance appraisal score is more than 80 points, 60 points = annual performance appraisal score 80 points, and the corresponding unlocking proportion is to meet the unlocking conditions, and the unlocking proportion is 80%; If the annual performance evaluation score is less than 60, it will not be granted and will be repurchased by the company. 100%； The performance appraisal score of 3 incentive objects is higher than 60 (inclusive) but lower than 80, and the unlocking proportion is 80%.
To sum up, the board of Directors believes that the unlocking conditions for the first unlocking period set in the fourth phase of the company’s restricted stock incentive plan have been achieved. Except that the company needs to consider and cancel some incentive objects holding restricted shares through repurchase in accordance with the specified procedures, the unlocking qualification of incentive objects in the fourth phase of the company’s current restricted stock incentive plan is legal and effective. Therefore, the board of directors agrees that the company shall handle the unlocking of 339 incentive objects granted under the fourth restricted stock incentive plan in accordance with the relevant provisions of the incentive plan.
3、 Unlocking objects and quantity of the company’s phase IV restricted shares
The company has 339 incentive objects who meet the unlocking conditions of the first unlocking period of the fourth restricted stock incentive plan, and 3018790 restricted shares can be unlocked, accounting for 0.10% of the current total share capital of the company. The objects and number of shares that can be unlocked in the first unlocking period of the fourth restricted stock incentive plan are as follows:
The unlocking limit of the current period granted in the fourth period is still not available in the fourth period
Name and position number of restricted shares not lifted restricted shares unlocked
Number of institutional shares (shares) number of votes (shares)
(shares)
Fu Qin, Secretary of the board of directors, vice president, 228001140011400
director
Yang Zhoulong, vice president, director 2280011400
Xie Wantao, vice president, chief financial officer 228001140011400
Middle managers of the company and its holding subsidiaries
2995210, core business (technical) personnel (336, 5979800, 2984590)
(person)
Total (339 persons) 60482 Jinfu Technology Co.Ltd(003018) 7903029410
Note 1: according to the provisions of the company law, the securities law and other relevant laws and regulations, the restricted shares held by the directors and senior managers of the company among the incentive objects will be released according to the
