China United Network Communications Limited(600050)
China United Network Communications Limited(600050) independent directors
Plan on repurchase and cancellation of the first phase of restricted shares
Restrictions on the independence of stock incentive objects
In accordance with the company law of the people’s Republic of China, the Listing Rules of Shanghai Stock Exchange and other laws, regulations and normative documents, as well as the articles of association of China United Network Communications Limited(600050) (hereinafter referred to as the “company”) and the working rules for independent directors of the company, we are independent directors of the company, After carefully reviewing the proposal on repurchase and cancellation of restricted shares of some incentive objects of the first phase of restricted stock plan at the 11th meeting of the seventh board of directors of the company, the following independent opinions are issued:
As of March 11, 2022, since 1283 incentive objects failed to unlock all their restricted shares due to personal performance, 44 incentive objects were no longer within the scope of incentive due to resignation, dismissal and other reasons, and 30 incentive objects were no longer within the scope of incentive due to retirement, organizational transfer and other reasons, In accordance with the relevant provisions of the company’s restricted stock incentive plan (Revised Draft), the first phase grant scheme of the company’s restricted stock incentive plan (Revised Draft), the proposal on adjusting the ex dividend and special circumstances of the restricted stock incentive plan and the first phase grant scheme, and the authorization of the second extraordinary general meeting of shareholders in 2018, The board of directors agreed that the company would buy back and cancel 1283 restricted shares that failed to meet the unlocking conditions due to personal performance at the grant price of 3.79 yuan / share; Agree that the company will repurchase and cancel 1343700 restricted shares held by 44 incentive objects who are not within the scope of incentive due to resignation, dismissal and other reasons according to the grant price of 3.79 yuan / share; Agree that the company will buy back and cancel a total of 1247700 restricted shares held by 30 incentive objects who are not within the scope of incentive due to retirement, organizational transfer and other reasons, which have not been unlocked, according to the grant price plus the interest calculated by the benchmark deposit interest rate for the same period published by the people’s Bank of China (a total of 4.21 yuan / share); Agree to reduce the registered capital, amend the articles of association and go through relevant procedures after repurchase and cancellation. The first draft of the incentive plan of listed companies and the amendment to the restrictive provisions on the granting of shares of listed companies (the first draft of the incentive plan of listed companies) are in compliance with the above-mentioned legal provisions on share repurchase.
As an independent director of the company, we unanimously agree to repurchase and cancel the above 1357 persons, but
China United Network Communications Limited(600050)
22035375 restricted shares that have not yet been lifted, and agreed to submit the proposal to the general meeting of shareholders of the company for deliberation.
Wu Xiaogen, Gu Jiadan, Gao Yunhu
Bao shuowang Tong Guohua
China United Network Communications Limited(600050) March 11, 2002
