Securities code: 002468 securities abbreviation: Sto Express Co.Ltd(002468) Announcement No.: 2022-009 Sto Express Co.Ltd(002468)
Announcement of resolutions of the 11th meeting of the 5th board of directors
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and there are no false records, misleading statements or major omissions.
1、 Meetings of the board of directors
Sto Express Co.Ltd(002468) (hereinafter referred to as “the company”) issued an interim notice of convening the 11th meeting of the 5th board of directors on February 11, 2022 by e-mail, telephone, etc. the meeting was held in the conference room on the 5th floor, No. 58 Chongda Road, Chonggu Town, Qingpu District, Shanghai on February 14, 2022 in the form of on-site combined communication meeting. Seven directors should attend the meeting, Seven directors actually attended the meeting. The meeting was presided over by Mr. Chen Dejun, chairman of the board. The meeting was held in accordance with the company law of the people’s Republic of China and other relevant laws and regulations, normative documents and the relevant provisions of the articles of association.
2、 Deliberations of the board meeting
After careful deliberation by all directors, the following proposals were adopted at this meeting:
1. The proposal on and its summary was deliberated and adopted. The voting results: 5 affirmative votes, 0 negative votes, 0 abstention votes and 2 avoidance votes.
In order to establish and improve the benefit sharing mechanism of employees and shareholders, improve the level of corporate governance, improve the cohesion of employees and the competitiveness of the company, mobilize the enthusiasm and creativity of employees, and promote the long-term, sustainable and healthy development of the company. In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the guidance on the pilot implementation of employee stock ownership plan by listed companies (hereinafter referred to as the “guidance”) and other relevant laws and administrative regulations According to the requirements and provisions of the normative documents and the articles of association of Sto Express Co.Ltd(002468) (hereinafter referred to as the articles of association), the first phase of Sto Express Co.Ltd(002468) employee stock ownership plan (Draft) and its summary are formulated.
The related directors Mr. Wang Wenbin and Mr. Han Yongyan avoided voting on the above proposal, which needs to be submitted to the general meeting of shareholders of the company for deliberation. For details, please refer to the company’s website on the same day（ http://www.cn.info.com.cn. ）Disclosed Sto Express Co.Ltd(002468) phase I employee stock ownership plan (Draft) and Sto Express Co.Ltd(002468) phase I employee stock ownership plan (Draft) summary.
2. The proposal on
Voting results: 5 affirmative votes, 0 negative votes, 0 abstention votes and 2 avoidance votes.
Sto Express Co.Ltd(002468)
In order to standardize the implementation of the company’s employee stock ownership plan and ensure the effective implementation of the employee stock ownership plan, the company has formulated the management measures for Sto Express Co.Ltd(002468) phase I employee stock ownership plan in accordance with the company law, securities law, guiding opinions and other laws, regulations, normative documents and the requirements and provisions of the articles of association.
The related directors Mr. Wang Wenbin and Mr. Han Yongyan avoided voting on the above proposal, which needs to be submitted to the general meeting of shareholders of the company for deliberation. For details, please refer to the company’s website on the same day（ http://www.cn.info.com.cn. ）The management measures of Sto Express Co.Ltd(002468) phase I employee stock ownership plan disclosed.
3. The proposal on requesting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the company’s phase I employee stock ownership plan was reviewed and adopted
Voting results: 5 affirmative votes, 0 negative votes, 0 abstention votes and 2 avoidance votes.
In order to ensure the smooth implementation of the company’s employee stock ownership plan, the board of directors of the company plans to request the general meeting of shareholders to authorize the board of directors, and the board of directors will delegate the authorization to the management of the company to fully handle matters related to the employee stock ownership plan, including but not limited to the following matters:
(1) Authorize the board of directors to handle the establishment, change and termination of the employee stock ownership plan;
(2) Authorize the board of directors to make decisions on the extension and early termination of the duration of the employee stock ownership plan;
(3) Authorize the board of directors to handle all matters concerning the locking and unlocking of the shares purchased by the employee stock ownership plan;
(4) Authorize the board of directors to explain the first phase of employee stock ownership plan (Draft);
(5) Authorize the board of directors to make decisions on refinancing matters such as participating in the company’s share allotment during the duration of the employee stock ownership plan;
(6) Authorize the board of directors to change the participants and determination criteria of the employee stock ownership plan;
(7) Authorize the board of directors to sign the contract and relevant agreement documents with the employee stock ownership plan;
(8) If relevant laws, regulations and policies are adjusted, the board of directors is authorized to modify and improve the ESOP accordingly according to the adjustment;
(9) Authorize the board of directors to handle other necessary matters required by the employee stock ownership plan, except for the rights to be exercised by the general meeting of shareholders as specified in relevant documents.
The above authorization shall be valid from the date of deliberation and approval by the general meeting of shareholders to the date of completion of the implementation of the employee stock ownership plan.
Related directors Mr. Wang Wenbin and Mr. Han Yongyan avoided voting on the above proposal.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
4. The proposal on holding the second extraordinary general meeting of shareholders in 2022 was deliberated and adopted
Voting results: 7 affirmative votes, 0 negative votes, 0 abstention votes and 0 avoidance votes.
For details, please refer to the company’s website on the same day（ http://www.cn.info.com.cn. ）Disclosure of the
Sto Express Co.Ltd(002468)
Notice of the second extraordinary general meeting of shareholders in 2022.
3、 Documents for future reference
1. Resolution of the 11th meeting of the 5th board of directors
2. Independent opinions of independent directors on matters related to the 11th meeting of the 5th board of directors
It is hereby announced.
Sto Express Co.Ltd(002468) board of directors February 15, 2022
