Beijing Tianyuan law firm
About Yunda Holding Co.Ltd(002120)
The first unlocking period of the fourth restricted stock incentive plan
Legal opinions on lifting sales restrictions
Jtgz (2021) No. 155-2 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 the special Chinese legal adviser on matters related to the lifting of restrictions on sales (hereinafter referred to as "the unlocking") in the first unlocking period of the company's phase IV 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) phase IV restricted stock incentive plan (Draft) (hereinafter referred to as "phase IV restricted stock incentive plan (Draft)") and the administrative measures for the implementation and assessment of Yunda Holding Co.Ltd(002120) phase IV 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 of 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 and good faith, and conducted full verification and 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 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. The company announced the list of the fourth restricted stock incentive plan on cninfo.com on March 30, 2021. 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. On May 23, 2022, the company held the 21st Meeting of the 7th 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. The board of directors considered that the unlocking conditions in the first unlocking period set in the fourth restricted stock incentive plan (Draft) of the company had been achieved, The unlocking qualification of 339 incentive objects in the fourth restricted stock incentive plan is legal and effective. 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 independent directors of the company expressed their independent opinions and believed that the board of directors approved the company's phase IV restricted stock incentive plan. 339 incentive objects can unlock 3018790 restricted shares in the first unlocking period, which is in line with the relevant provisions of the company's phase IV restricted stock incentive plan (Draft) and relevant laws and regulations. The unlocking conditions of the first unlocking period of the company's fourth 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 339 incentive objects of the company will unlock 3018790 shares in the first unlocking period of the company's phase IV equity incentive plan, and the board of directors of the company will handle corresponding unlocking procedures according to the authorization of the general meeting of shareholders.
8. 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 first unlocking period of the fourth restricted stock incentive plan. The board of supervisors held that the unlocking qualifications of 339 incentive objects in the fourth restricted stock incentive plan were legal and valid, Meet the unlocking conditions of the first unlocking period set in the fourth phase of restricted stock incentive plan (Draft), and agree that the company will handle the unlocking procedures of 3018790 restricted shares in the first unlocking period for 339 incentive objects of the fourth phase of 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 fourth 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 first unlocking period of the fourth 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 provisions of the fourth restricted stock incentive plan (Draft), the performance evaluation index of the company in the first unlocking period of the fourth 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 fourth 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 336 incentive objects reached more than 80, meeting the unlocking conditions, and the unlocking proportion was 100%; The performance appraisal score of 3 incentive objects is higher than 60 (inclusive) but lower than 80, and the unlocking proportion is 80%.
The remuneration and assessment committee of the board of directors of the company checked the achievement of the unlocking conditions and the list of incentive objects in the first unlocking period of the first granting part of the company's phase IV restricted stock incentive plan, and found that 339 incentive objects met the unlocking conditions. Therefore, it was agreed that 339 people and 3018790 shares were unlocked for the first time in the company's phase IV restricted stock incentive plan.
5. According to the relevant provisions of the fourth phase of restricted stock incentive plan (Draft), the first unlocking period for the first grant of restricted shares is from the first trading day 12 months after the completion of the registration of the first grant to the last trading day within 24 months after the completion of the registration of the first grant, and the proportion of unlocking the granted restricted shares 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.
Based on the above, our lawyers believe that as of the date of issuance of this legal opinion, the first lock period of restricted shares granted for the first time by the company's phase IV restricted stock incentive plan is about to expire; The relevant unlocking conditions for this unlocking have been achieved, which is in line with the relevant provisions of the administrative measures and the fourth restricted stock incentive plan (Draft).
3、 Concluding observations
In conclusion, 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 fourth restricted stock incentive plan (Draft); As of the date of issuance of this legal opinion, the first lock period of restricted shares granted for the first time in the fourth phase of the company's restricted stock incentive plan is about to expire. The relevant unlocking conditions for this unlocking have been achieved and comply with the administrative measures and the fourth phase of restricted stock incentive plan
