Securities code: Yunda Holding Co.Ltd(002120) securities abbreviation: Yunda Holding Co.Ltd(002120) Announcement No.: 2022033 Yunda Holding Co.Ltd(002120)
Announcement on the achievement of unlocking conditions in the second unlocking period of the third 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 second unlocking period of the third restricted stock incentive plan on May 23, 2022. The board of directors considered that the unlocking conditions in the second unlocking period of the third restricted stock incentive plan of the company had been reached. According to the authorization of the second extraordinary general meeting of shareholders of the company in 2020 to the board of directors, It is agreed to handle relevant unlocking matters for 294 incentive objects who meet the unlocking conditions in accordance with the relevant provisions of the third restricted stock incentive plan. The relevant matters are hereby announced as follows:
1、 Brief description and implementation of the third phase of equity incentive plan
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. On March 11, 2020, the company opened the website at www.cn.info.com.cn Announced the list of the third restricted stock incentive plan. 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 (Announcement No.: 2020026).
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.
6. On May 12, 2020, the company opened the website at www.cn.info.com.cn The list of the third restricted stock incentive plan (after adjustment) was announced.
7. On May 29, 2020, the company opened the website at www.cn.info.com.cn The announcement on the completion of the registration of the first grant of the third phase restricted stock incentive plan (Announcement No.: 2020054) was disclosed on the. The company completed the registration of the first grant of 3.9038 million restricted shares to 350 eligible incentive objects.
8. On March 30, 2021, the company opened the website at www.cn.info.com.cn The announcement on adjusting the company's performance evaluation indicators of the third phase of the company's restricted stock incentive plan (Announcement No.: 2021014) was disclosed, and the company's performance evaluation indicators unlocked in the second phase of the third phase of the company's restricted stock incentive plan were adjusted.
9. 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. For details, please refer to the company's website on April 30, 2021（ http://www.cn.info.com.cn. ）Announcement on repurchasing and cancelling part of the third phase of restricted shares granted but not unlocked (Announcement No.: 2021034).
10. The 2020 annual general meeting of shareholders held by the company on May 21, 2021 deliberated and approved the proposal on repurchase and cancellation of the third phase of restricted shares granted but not unlocked.
On May 22, 2021, the company opened the website at www.cn.info.com.cn The announcement on repurchase and cancellation of the third phase of capital reduction of restricted shares granted but not unlocked and notification to creditors (Announcement No.: 2021046) was disclosed on the.
11. On July 5, 2021, the company opened the website at www.cn.info.com.cn The announcement on the completion of share repurchase and cancellation and share change of equity incentive (Announcement No.: 2021060) was disclosed on the. The company has completed the repurchase and cancellation procedures of the above 2705430 restricted shares in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd.
12. At the 21st Meeting of the 7th board of directors and the 21st Meeting of the 7th board of supervisors held on May 23, 2022, the company 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 believes that the unlocking conditions for 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 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 board of supervisors, independent directors and lawyers expressed special opinions on relevant matters and agreed to handle unlocking related matters for 294 incentive objects who meet the unlocking conditions in accordance with the relevant provisions of the company's phase III restricted stock incentive plan.
13. 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 32 incentive objects in the third phase of the company's restricted stock incentive plan or the situation that the restricted shares granted but not yet lifted in the third phase of the company's restricted stock incentive plan (Draft) cannot be lifted, the company plans to repurchase and cancel 241280 shares of all the company's restricted shares granted but not yet lifted in the third phase of the company's restricted stock incentive plan, 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 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 restricted stock incentive plan (Draft), and the repurchase price is 12.14 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 of the second unlocking period of the third restricted stock incentive plan have been reached
(I) locking condition
According to the relevant provisions of Yunda Holding Co.Ltd(002120) phase III restricted stock incentive plan (Draft) (hereinafter referred to as "phase III restricted stock incentive plan (Draft)"), the second unlocking period of restricted stock granted for the first time is from the first trading day 24 months after the completion of registration of the first grant to the last trading day within 36 months after the 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 III restricted stock is May 11, 2020, and the listing date of the first grant registration is May 29, 2020. The second lock-in period of the company's phase III restricted stock will expire on May 29, 2022. The company plans to unlock the restricted stock first granted by the phase III restricted stock incentive plan in accordance with the specified proportion after the expiration of the above-mentioned second lock-in period.
(II) description of unlocking condition achievement
The unlocking of the second unlocking period of the third restricted stock incentive plan granted by the company to the incentive object for the first time meets the unlocking conditions specified in the third restricted stock incentive plan (Draft), as follows:
Description of unlocking condition achievement
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.
Unlocking conditions
