Beijing Tianyuan law firm
About Yunda Holding Co.Ltd(002120)
The second unlocking period of the third restricted stock incentive plan
Legal opinions on lifting sales restrictions
Jtgz (2020) No. 031-4 to: Yunda Holding Co.Ltd(002120)
Entrusted by Yunda Holding Co.Ltd(002120) (hereinafter referred to as “the company”), Beijing Tianyuan law firm (hereinafter referred to as “the firm”) acted as a special Chinese legal adviser on matters related to the lifting of restrictions on sales (hereinafter referred to as “the unlocking”) in the second unlocking period of the company’s phase III restricted stock incentive plan and issued legal opinions.
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”) This legal opinion is issued in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry.
In order to issue this legal opinion, our lawyers reviewed the facts related to the Yunda Holding Co.Ltd(002120) third phase restricted stock incentive plan (Draft) (hereinafter referred to as “third phase restricted stock incentive plan (Draft)”) and the administrative measures for the implementation and assessment of Yunda Holding Co.Ltd(002120) third phase restricted stock incentive plan announced by the company, and verified and verified them.
Our lawyer hereby makes the following statement:
1. In accordance with the provisions of the securities law, the measures for the administration of securities legal business conducted by law firms and the rules for the practice of securities legal business of law firms (for Trial Implementation) and the facts that have occurred or exist before the date of issuance of this legal opinion, the firm and its handling lawyers have strictly performed their statutory duties, followed the principles of diligence, good faith and full verification, Ensure that the facts identified in this legal opinion are true, accurate and complete, that the concluding opinions issued are legal and accurate, and that there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities.
2. In accordance with the business rules formulated in accordance with the law, our lawyers have adopted the methods of written examination, inquiry, calculation and review, and diligently and prudently fulfilled the obligations of verification and verification.
3. When issuing this legal opinion, our lawyers have fulfilled the special duty of care of legal professionals for legal related business matters and the general duty of care of ordinary people for other business matters.
4. The lawyers of the firm shall perform the special duty of care of legal professionals on the business matters related to the law for the documents directly obtained from state organs, organizations with the function of managing public affairs, accounting firms, asset evaluation institutions, credit rating agencies, notarial institutions and other public institutions, and serve as the basis for issuing legal opinions on other business matters after performing the general duty of care of ordinary people; For documents not directly obtained from public institutions, they shall be used as the basis for issuing legal opinions after verification and verification.
5. The exchange agrees to take this legal opinion as a necessary legal document for the company to unlock this time, report or announce it together with other materials, and bear corresponding legal liabilities according to law.
6. This legal opinion is only used by the company for the purpose of this unlocking, and shall not be used by anyone for any other purpose.
Based on the above, our lawyers give the following legal opinions:
1、 Approval and authorization of this unlocking
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, which publicized the names and positions of the proposed incentive objects of the company 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 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 third 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 third phase of restricted stock incentive plan of the company. 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. The company held the 13th meeting of the 7th board of directors and the 13th meeting of the 7th board of supervisors on April 29, 2021, and deliberated and adopted the proposal on repurchasing and cancelling part of the third phase of restricted shares granted but not unlocked. A total of 335920 restricted shares held by 24 incentive objects who no longer have the incentive qualification involved in the third phase of the restricted stock incentive plan that have been granted but have not been lifted shall be repurchased and cancelled, and the repurchase price is 11.98 yuan / share; At the same time, because the company failed to achieve the company’s performance evaluation objectives, 2369510 restricted shares held by 326 incentive objects involved in the third phase of the restricted stock incentive plan that have been granted but have not been lifted are repurchased and cancelled, and the repurchase price is 11.98 yuan / share. The total number of restricted shares repurchased and cancelled this time is 2705430, and the repurchase price is 11.98 yuan / share.
9. On May 23, 2022, the company held the 21st Meeting of the seventh board of directors, deliberated and adopted the proposal on the achievement of unlocking conditions in the second unlocking period of the third restricted stock incentive plan. The board of directors held that, With regard to the company’s third restricted stock incentive plan (Draft) and the adjusted third restricted stock incentive plan, the unlocking conditions for the second unlocking period set by the company’s performance evaluation indicators have been achieved, and the unlocking qualifications of 294 incentive objects in the third restricted stock incentive plan are legal and effective. Therefore, the board of directors agrees that the company shall handle the unlocking of 2125292 restricted shares granted under the third restricted stock incentive plan in accordance with the relevant provisions of the incentive plan.
The independent directors of the company expressed independent opinions and believed that the 294 incentive objects of the third phase of the company’s restricted stock incentive plan approved by the board of directors could unlock a total of 2125292 restricted shares in the second unlocking period, which was in line with the company’s third phase of restricted stock incentive plan (draft) and the adjusted third phase of restricted stock incentive plan, the company’s performance evaluation indicators and relevant laws and regulations. The unlocking conditions of the second unlocking period of the company’s third restricted stock incentive plan have been achieved. The unlocked incentive object meets the unlocking conditions specified in the incentive plan, and its subject qualification as the company’s unlocked incentive object is legal and effective. This unlocking arrangement does not violate the provisions of relevant laws and regulations or the interests of the company and all shareholders. Therefore, it is agreed that the company’s 294 incentive objects will unlock 2125292 shares in the second unlocking period of the company’s phase III equity incentive plan as required, and the board of directors of the company will handle the corresponding unlocking procedures according to the authorization of the general meeting of shareholders.
10. On May 23, 2022, the company held the 21st Meeting of the 7th board of supervisors, which deliberated and passed the proposal on the achievement of unlocking conditions in the second unlocking period of the third restricted stock incentive plan. The board of supervisors held that the unlocking qualifications of 294 incentive objects in the third restricted stock incentive plan of the company were legal and valid, Meet the unlocking conditions of the second unlocking period set by the company’s performance evaluation indicators in the third restricted stock incentive plan (Draft) and the adjusted third restricted stock incentive plan, and agree that the company will handle the unlocking procedures of 2125292 restricted shares in the second unlocking period for 294 incentive objects in the third restricted stock incentive plan.
Based on the above, our lawyers believe that this unlocking has obtained the necessary approval and authorization at this stage, which is in line with the provisions of the administrative measures and the third restricted stock incentive plan (Draft).
2、 Achievements of this unlocking condition
On May 23, 2022, the company held the 21st Meeting of the seventh board of directors, deliberated and adopted the proposal on the achievement of unlocking conditions in the second unlocking period of the third restricted stock incentive plan.
1. According to the confirmation of the company and the verification of our lawyers, as of the date of issuance of this legal opinion, the company has not had 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 internal control of the financial report of the latest 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 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. According to the confirmation of the company and the verification of our lawyers, as of the date of issuance of this legal opinion, the incentive object has not been under 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) 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; (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. According to the third restricted stock incentive plan (Draft) and the adjusted performance evaluation index of the third restricted stock incentive plan, the performance evaluation index of the company in the second unlocking period of the third restricted stock incentive plan is: Based on the express business volume completed in 2020, the growth rate of express business volume completed in 2021 is not less than 30%; Or based on the operating income in 2020, the growth rate of operating income in 2021 shall not be lower than the average growth rate of Listed Companies in the same industry.
According to the company’s annual report and relevant announcement documents, the company completed 18.402 billion express business in 2021, 14.144 billion express business compared with 2020, with an increase rate of more than 30%, meeting the conditions for unlocking performance assessment.
4. According to the third restricted stock incentive plan (Draft) and assessment management measures, the performance assessment indicators of incentive objects are: annual performance assessment score = 80 points, and the corresponding unlocking proportion is 100%; 60 points = annual performance appraisal score 80 points, and the corresponding 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.
According to the company’s description and confirmation, in 2021, the annual performance evaluation scores of 292 incentive objects reached more than 80, meeting the unlocking conditions, and the unlocking proportion was 100%; The performance appraisal score of two incentive objects is higher than 60 (inclusive) but lower than 80, and the unlocking proportion is 80%.
5. According to the relevant provisions of the third phase of restricted stock incentive plan (Draft), the restricted stock is granted for the first time
