Beijing Tianyuan law firm
About Yunda Holding Co.Ltd(002120) the third restricted stock incentive plan
Legal opinions on repurchase and cancellation of some restricted shares
Jtgz (2020) No. 031-5 to: Yunda Holding Co.Ltd(002120)
Beijing Tianyuan law firm (hereinafter referred to as “the firm”) is entrusted by Yunda Holding Co.Ltd(002120) (hereinafter referred to as “the company” or ” Yunda Holding Co.Ltd(002120) “) to issue this legal opinion on matters related to the repurchase and cancellation of some restricted shares in Yunda Holding Co.Ltd(002120) phase III restricted stock incentive plan (hereinafter referred to as “the repurchase and cancellation”). In order to issue this legal opinion, our lawyers have reviewed the documents that our lawyers believe need to be reviewed and verified the relevant facts.
Our lawyer hereby makes the following statement:
1. In the course of the investigation for the issuance of this legal opinion, the company guarantees that it has provided the true original written materials or oral testimony required by our lawyers for the issuance of this legal opinion. The exchange has conducted necessary verification and verification on the authenticity, accuracy and completeness of the contents of relevant documents and materials on which this legal opinion is issued.
2. Our lawyers determine whether a matter is legal and effective on the basis of the current effective laws and regulations applicable to a matter on the date of issuance of this legal opinion.
3. Based on the facts that have occurred or existed before the date of issuance of this legal opinion, the office and its handling lawyers have strictly performed their legal duties, followed the principles of diligence and good faith, and conducted sufficient verification and verification to ensure that the facts identified in this legal opinion are true, accurate and complete, the concluding opinions issued are legal and accurate, and there are no false records, misleading statements or major omissions, And bear corresponding legal responsibilities.
4. This legal opinion is only for the purpose of the company’s repurchase cancellation, and shall not be used for any other purpose. Our lawyer agrees to take this legal opinion as the necessary legal document for the company to apply for the cancellation of this repurchase, report it together with other materials, and bear the responsibility for the legal opinion issued in accordance with the law.
Based on the foregoing, our lawyers, in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) The measures for the administration of equity incentive of listed companies (hereinafter referred to as the “measures”), the measures for the administration of securities legal business of law firms, the rules for the practice of securities legal business of law firms (for Trial Implementation) and other relevant laws issued by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) Regulations, relevant provisions of China Securities Regulatory Commission and Yunda Holding Co.Ltd(002120) phase III restricted stock incentive plan (Draft) (hereinafter referred to as “phase III incentive plan (Draft)”), in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, the legal opinions are as follows:
1、 Authorization and approval of this repurchase cancellation
1. On March 10, 2020, the company held the 46th meeting of the sixth board of directors, which deliberated and adopted the proposal on Yunda Holding Co.Ltd(002120) phase III restricted stock incentive plan (Draft) and its summary Proposal on the measures for the administration of the implementation and assessment of the third phase of restricted stock incentive plan of Yunda Holding Co.Ltd(002120) and proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to the third phase of restricted stock incentive plan of the company.
2. On March 10, 2020, the company held the 38th meeting of the sixth 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 III restricted stock incentive plan (Draft) and its summary The proposal on the measures for the administration of the implementation and assessment of the third phase of the restricted stock incentive plan of Yunda Holding Co.Ltd(002120) and the proposal on the verification of the list of incentive objects of the third phase of the restricted stock incentive plan.
3. The company announced the list of the third restricted stock incentive plan on cninfo.com on March 11, 2020. On March 11, 2020, the company issued the notice on the third phase of restricted stock incentive plan through the company’s internal affairs management system in the form of announcement, giving the names and positions of the objects to be encouraged this time
It will be publicized from March 11, 2020 to March 21, 2020. During the publicity period, relevant personnel gave feedback to the board of supervisors of the company. After verification, one proposed incentive object does not meet the scope of incentive objects in Yunda Holding Co.Ltd(002120) phase III restricted stock incentive plan (Draft), and the company has cancelled its incentive qualification. On March 28, 2020, the company disclosed the verification opinions of the board of supervisors on the list of incentive objects of the company’s phase III restricted stock incentive plan.
4. On April 2, 2020, the company held the second extraordinary general meeting of shareholders in 2020, deliberated and approved the proposal on Yunda Holding Co.Ltd(002120) phase III restricted stock incentive plan (Draft) and its summary The third phase of the company’s restricted stock incentive plan was approved by the proposal on the implementation and assessment management measures for the third phase of the restricted stock incentive plan of Yunda Holding Co., Ltd. and the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the third phase of the company’s restricted stock incentive plan. The independent directors of the company publicly solicited the entrusted voting rights from all shareholders.
5. On May 11, 2020, the company held the third meeting of the seventh board of directors and the third meeting of the seventh board of supervisors. The meeting deliberated and adopted the proposal on adjusting matters related to the third phase of restricted stock incentive plan and the proposal on granting restricted shares of the third 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 would grant restricted shares to the incentive object for the first time. The first grant date was May 11, 2020, and the grant price was 15.63 yuan / share.
On May 12, 2020, the company announced the list of the third phase of restricted stock incentive plan (after adjustment) on cninfo.com.
6. On May 29, 2020, the company disclosed the announcement on the completion of the registration of the first grant of the third phase restricted stock incentive plan on cninfo.com, and the company completed the registration of 3903800 restricted shares granted to 350 eligible incentive objects for the first time.
7. On March 30, 2021, the company disclosed the announcement on adjusting the company’s performance evaluation indicators of the company’s third restricted stock incentive plan on cninfo.com, and adjusted the company’s performance evaluation indicators unlocked in the second phase of the company’s third restricted stock incentive plan.
8. On May 23, 2022, the company held the 21st Meeting of the 7th board of directors, which deliberated and approved the proposal on repurchase and cancellation of some granted but not unlocked restricted shares. In the third phase of the company’s restricted stock incentive plan, the restricted shares that have been granted but not yet lifted shall not be lifted due to the resignation of 32 incentive objects or the restricted shares that have been granted but not lifted as specified in the third phase of the incentive plan (Draft), Therefore, it does not belong to the scope of unlocking incentive objects and cannot be unlocked; The annual performance evaluation score of two incentive objects in 2021 is higher than 60 (including) but lower than 80, and the unlocking proportion is 80%; The board of directors agrees that the company will carry out repurchase and cancellation of 244218 restricted shares held by the above 34 incentive objects that have been granted but have not been lifted in accordance with relevant laws and regulations and the company’s phase III incentive plan (Draft), with a repurchase price of 12.14 yuan / share.
The independent directors of the company have expressed independent opinions on matters related to the repurchase and cancellation. The independent directors of the company believe that the company plans to repurchase and cancel 244218 restricted shares of the 34 incentive objects involved in the third phase of the restricted stock incentive plan at the price of 12.14 yuan / share. The above repurchase price, number of shares repurchased and repurchase procedures comply with the relevant provisions of the company’s phase III incentive plan (Draft) and relevant laws and regulations. This matter will not have a significant impact on the company’s financial status and equity distribution, and there is no situation that damages the interests of the company and all shareholders, especially minority shareholders.
9. On May 23, 2022, the company held the 21st Meeting of the 7th board of supervisors, deliberated and adopted the proposal on repurchase and cancellation of some granted but not unlocked restricted shares. The board of supervisors held that, Due to the resignation of 32 incentive objects in the third phase of the company’s restricted stock incentive plan or the situation that the restricted shares that have been granted but have not been lifted in the third phase of the incentive plan (Draft) cannot be lifted, the company plans to repurchase and cancel all 241280 shares of the company’s restricted shares that have been granted but have not been lifted in the third phase of the company’s restricted stock incentive plan, and the repurchase price is 12.14 yuan / share. Due to the fact that the annual performance evaluation score of two incentive objects in the third 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 all the restricted shares that have been granted but not lifted in the third phase of the company’s restricted stock incentive plan, i.e. 2938 shares, at a repurchase price of 12.14 yuan / share. The deliberation procedures of the board of directors on the repurchase and cancellation of some restricted shares comply with relevant regulations, and the board of supervisors agrees that the company repurchases and cancels the above restricted shares that have been granted but have not been lifted.
Based on the above, our lawyers believe that as of the date of issuance of this legal opinion, the repurchase cancellation has obtained the necessary approval procedures at this stage, which is in line with the relevant provisions of the management measures and the third phase incentive plan (Draft). The company still needs to submit the cancellation of this repurchase to the general meeting of shareholders for deliberation and fulfill the subsequent information disclosure obligations and relevant share repurchase cancellation registration procedures.
2、 Reasons and contents of this repurchase cancellation
According to the third incentive plan (Draft) and the resolution of the 21st Meeting of the seventh board of directors of the company, the reasons, quantity and repurchase price of this restricted stock repurchase are as follows:
1. Reason and quantity of repurchase cancellation
Due to the resignation of 32 incentive objects in the third phase of the company’s restricted stock incentive plan or the situation that the restricted shares that have been granted but have not been lifted in the third phase of the incentive plan (Draft) cannot be lifted, the company plans to repurchase and cancel all 241280 shares of the company’s restricted shares that have been granted but have not been lifted in the third phase of the company’s restricted stock incentive plan, and the repurchase price is 12.14 yuan / share. Due to the fact that the annual performance evaluation score of two incentive objects in the third 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 all the restricted shares that have been granted but not lifted in the third phase of the company’s restricted stock incentive plan, i.e. 2938 shares, at a repurchase price of 12.14 yuan / share.
Based on the above, according to the provisions of the third phase incentive plan (Draft), the company will repurchase and cancel 244218 restricted shares held by the above 34 incentive objects that have been granted but have not been lifted.
2. Repurchase price
According to the proposal on adjusting relevant matters of the third phase of restricted stock incentive plan and the proposal on granting restricted shares of the third phase of equity incentive plan to incentive objects for the first time, the first grant date of the third phase of restricted stock incentive plan of the company is May 11, 2020, and the grant price is 15.63 yuan / share.
According to the provisions of the company’s third phase incentive plan (Draft), if the company repurchases and cancels restricted shares according to the provisions of the incentive plan, the repurchase price is the sum of the grant price and the benchmark bank deposit interest in the same period, except that the repurchase price needs to be adjusted according to the incentive plan.
According to the provisions of the third phase incentive plan (Draft), after the restricted shares granted to the incentive object are registered, when the company has the situation that the capital reserve is converted into share capital, the distribution of stock dividends, the split of shares, the allotment of shares, the reduction of shares or the distribution of dividends affect the ex right and ex interest treatment of the company’s stock price, the company shall adjust the repurchase price of the unlocked restricted shares according to the following agreements, and the adjustment method is as follows:
dividend
P=P0-v
Where: P0: grant price before adjustment; v: Dividend per share; P: Adjusted repurchase price of restricted shares per share. (after dividend adjustment, P must still be greater than 1)
Conversion of capital reserve into share capital, distribution of stock dividends and share splitting
P=P0÷（1+n）
Where: P0: grant price before adjustment; n: The ratio of capital reserve per share converted into share capital, dividend distribution and share subdivision (i.e. the number of shares increased after conversion, share distribution or subdivision of each share); P: Adjusted repurchase price of restricted shares per share.
The company implemented the 2019 annual equity distribution in June 2020, so the grant price is adjusted to P1 = (p0-v1) / (1 + N1) = (15.63-0.239) / (1 + 0.3) = 11.84 yuan / share.
On July 9, 2021, the company announced the implementation plan of 2020 annual equity distribution. The annual equity distribution of the company in 2020 was based on 2902766028 shares of the company’s total share capital, and distributed a cash dividend of 0.49 yuan (including tax) to all shareholders for every 10 shares. There was no conversion of provident fund into share capital or bonus shares, which was completed on July 16, 2021, Therefore, the grant price is adjusted to P2 = (p1-v2) / (1 + N2) = (11.84-0.049) / (1 + 0) = 11.79 yuan / share.
Based on the above, the adjusted grant price of equity incentive is 11.79 yuan / share.
Repurchase price = adjusted grant price × (1 + the time deposit interest rate of the people’s Bank of China in the same period on the date when the board of directors deliberated and approved the repurchase cancellation proposal × The granting of restricted shares is completed on the date when the board of directors deliberates and approves the repurchase cancellation proposal
