Stock abbreviation: Unisplendour Corporation Limited(000938) Stock Code: Unisplendour Corporation Limited(000938) Announcement No.: 2022008
Unisplendour Corporation Limited(000938)
Announcement of resolutions of the 8th meeting of the 8th board of directors
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.
Unisplendour Corporation Limited(000938) (hereinafter referred to as “the company”) the eighth meeting of the eighth board of directors was held in the conference room on the fourth floor of Ziguang building on March 3, 2022 by giving a written notice on February 25, 2022. The meeting was presided over by Mr. Yu Yingtao, chairman of the board of directors. There were 7 directors to be present at the meeting. In accordance with the provisions of Unisplendour Corporation Limited(000938) articles of association, 3 supervisors attended the meeting as nonvoting delegates.
After deliberation and voting item by item, the meeting made the following resolutions: I. the proposal on extending the duration of Unisplendour Corporation Limited(000938) phase I No. 1 employee stock ownership plan was adopted
Whereas the duration of Unisplendour Corporation Limited(000938) first phase No. 1 Employee Stock Ownership Plan (hereinafter referred to as “Ziguang No. 1 Employee Stock Ownership Plan”) will expire on May 5, 2022, based on the confidence in the company’s sustainable and high-quality development in the future and the recognition of the company’s value, it is agreed that the duration of Ziguang No. 1 employee stock ownership plan will be extended for 24 months, that is, the duration will be changed from 72 months to 96 months. The above matters have been deliberated and adopted at the meeting of the holders of Ziguang No. 1 employee stock ownership plan. The independent directors unanimously agreed to the resolution made by the board of directors.
Voting results: 7 in favor, 0 against and 0 abstention.
2、 Passed the proposal on changing the asset manager of Unisplendour Corporation Limited(000938) phase I No. 1 employee stock ownership plan
According to the relevant provisions on the management of employee stock ownership plan in the guidance on the pilot implementation of employee stock ownership plan by listed companies issued by China Securities Regulatory Commission (hereinafter referred to as “CSRC”), it is agreed that the management of Ziguang No. 1 employee stock ownership plan will be changed from entrusted Soochow Securities Co.Ltd(601555) as the management organization to self-management by the company, The Management Committee of Ziguang No. 1 employee stock ownership plan is responsible for specific management matters. The above matters have been deliberated and adopted at the meeting of the holders of Ziguang No. 1 employee stock ownership plan.
The independent directors unanimously agreed to the resolution made by the board of directors.
Voting results: 7 in favor, 0 against and 0 abstention.
3、 The proposal on Amending the Unisplendour Corporation Limited(000938) first phase No. 1 Employee Stock Ownership Plan (Draft) (non-public Development Bank subscription) was passed
In accordance with the relevant provisions of laws, regulations and normative documents such as the guidance on the pilot implementation of employee stock ownership plan by listed companies issued by China Securities Regulatory Commission, it is agreed to revise the Unisplendour Corporation Limited(000938) first phase No. 1 Employee Stock Ownership Plan (Draft) (non-public subscription). The above matters have been deliberated and adopted at the meeting of the holders of Ziguang No. 1 employee stock ownership plan.
See the announcement on the extension and change of the first phase No. 1 Employee Stock Ownership Plan of Unisplendour Corporation Limited(000938) and the first phase No. 1 Employee Stock Ownership Plan of Unisplendour Corporation Limited(000938) of Unisplendour Corporation Limited(000938) first phase (Draft) (subscription by non-public Development Bank) (first revision in 2022) disclosed on the same day for specific amendments.
The independent directors unanimously agreed to the resolution made by the board of directors.
Voting results: 7 in favor, 0 against and 0 abstention.
4、 Passed the proposal on formulating the management measures for Unisplendour Corporation Limited(000938) phase I No. 1 employee stock ownership plan
According to the relevant provisions on the management of ESOP in the guidance on the pilot implementation of ESOP by listed companies issued by the CSRC, if a listed company manages its own ESOP, it shall clarify the management Party of the ESOP and formulate corresponding management rules. In view of this, we agree to formulate the management measures for Unisplendour Corporation Limited(000938) phase I No. 1 employee stock ownership plan. The above matters have been deliberated and adopted at the meeting of the holders of Ziguang No. 1 employee stock ownership plan.
See the management measures for Unisplendour Corporation Limited(000938) first phase No. 1 employee stock ownership plan disclosed on the same day for details. The independent directors unanimously agreed to the resolution made by the board of directors.
Voting results: 7 in favor, 0 against and 0 abstention.
5、 Passed the proposal on extending the duration of Unisplendour Corporation Limited(000938) first phase No. 2 employee stock ownership plan
Whereas the duration of Unisplendour Corporation Limited(000938) first phase No. 2 employee stock ownership plan (hereinafter referred to as “Ziguang No. 2 Employee Stock Ownership Plan”) will expire on May 5, 2022, based on the confidence in the company’s sustainable and high-quality development in the future and the recognition of the company’s value, it is agreed that the duration of Ziguang No. 2 employee stock ownership plan will be extended for 24 months, that is, the duration will be changed from 72 months to 96 months. The above matters have been deliberated and approved by the meeting of the holders of Ziguang No. 2 employee stock ownership plan and all shareholders of Xinhua 3 Group Co., Ltd. (hereinafter referred to as “Xinhua 3”).
Mr. Yu Yingtao, chairman of the company, avoided voting as an associated director.
The independent directors unanimously approved the proposal in advance and agreed with the resolution made by the board of directors.
Voting results: 6 in favor, 0 against and 0 abstention.
6、 Passed the proposal on changing the asset manager of Unisplendour Corporation Limited(000938) phase I No. 2 employee stock ownership plan
According to the relevant provisions on the management of employee stock ownership plan in the guidance on the pilot implementation of employee stock ownership plan by listed companies issued by China Securities Regulatory Commission, it is agreed that the management of Ziguang No. 2 employee stock ownership plan will be changed from entrusted Soochow Securities Co.Ltd(601555) as the management organization to the company’s own management, and the Management Committee of Ziguang No. 2 employee stock ownership plan will be responsible for specific management matters. The above matters have been deliberated and approved by the meeting of the holders of Ziguang No. 2 employee stock ownership plan and all shareholders of Xinhua No. 3.
Mr. Yu Yingtao, chairman of the company, avoided voting as an associated director.
The independent directors unanimously approved the proposal in advance and agreed with the resolution made by the board of directors.
Voting results: 6 in favor, 0 against and 0 abstention.
7、 The proposal on Amending the employee stock ownership plan (Draft) (No. 2 of Unisplendour Corporation Limited(000938) first phase) (subscription by non-public Development Bank) was passed
In accordance with the relevant provisions of laws, regulations and normative documents such as the guidance on the pilot implementation of employee stock ownership plan by listed companies issued by China Securities Regulatory Commission, it is agreed to revise the Unisplendour Corporation Limited(000938) first phase No. 2 employee stock ownership plan (Draft) (non-public subscription). The above matters have been deliberated and approved by the meeting of the holders of Ziguang No. 2 employee stock ownership plan and all shareholders of Xinhua No. 3.
See the announcement on the extension and change of Unisplendour Corporation Limited(000938) first phase No. 2 ESOP and Unisplendour Corporation Limited(000938) first phase No. 2 ESOP (Draft) (non-public subscription) (first revision in 2022) disclosed on the same day for specific amendments.
Mr. Yu Yingtao, chairman of the company, avoided voting as an associated director.
The independent directors unanimously approved the proposal in advance and agreed with the resolution made by the board of directors.
Voting results: 6 in favor, 0 against and 0 abstention.
8、 Passed the proposal on formulating the management measures of Unisplendour Corporation Limited(000938) phase I No. 2 employee stock ownership plan
According to the relevant provisions on the management of ESOP in the guidance on the pilot implementation of ESOP by listed companies issued by the CSRC, if a listed company manages its own ESOP, it shall clarify the management Party of the ESOP and formulate corresponding management rules. In view of this, we agree to formulate the management measures for Unisplendour Corporation Limited(000938) phase I No. 2 employee stock ownership plan. The above matters have been deliberated and approved by the meeting of the holders of Ziguang No. 2 employee stock ownership plan and all shareholders of Xinhua No. 3.
For details, please refer to the measures for the administration of Unisplendour Corporation Limited(000938) phase I No. 2 employee stock ownership plan disclosed on the same day. Mr. Yu Yingtao, chairman of the company, avoided voting as an associated director. The independent directors unanimously approved the proposal in advance and agreed with the resolution made by the board of directors.
Voting results: 6 in favor, 0 against and 0 abstention.
Unisplendour Corporation Limited(000938) board of directors
March 4, 2022
