Securities code: China United Network Communications Limited(600050) securities abbreviation: China United Network Communications Limited(600050) Announcement No.: 2022013 China United Network Communications Limited(600050)
Resolution of the 11th meeting of the 7th board of directors
Notice
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
1、 Meetings of the board of directors
(I) the convening of this board meeting complies with the provisions of laws, administrative regulations, departmental rules, normative documents and the articles of association.
(II) the notice of this meeting was sent to all directors, supervisors and other participants of the company by email on March 4, 2022. All participants confirm that they have fully understood and understood the matters and contents of the meeting without any objection.
(III) the meeting was held on March 11, 2022 in conference room a2001, Unicom building, No. 21, Financial Street, Xicheng District, Beijing.
(IV) 13 directors shall attend the meeting and 13 directors shall attend the meeting in person. The attendance of the meeting complies with the provisions of the articles of association.
(V) the meeting was presided over by Mr. Liu Liehong, chairman of the board of directors, and all supervisors and some senior managers attended the meeting as nonvoting delegates.
2、 Deliberations of the board meeting
(I) the proposal on 2021 annual report was reviewed and approved, and it was agreed to submit the proposal to the general meeting of shareholders for deliberation. At the same time, the Secretary of the board of directors and relevant personnel are required
For details, see the company’s 2021 annual report and the company’s 2021 annual report summary published on the Shanghai Stock Exchange and the company’s website on the same day as this announcement. Independent directors express unanimous independent opinions.
(agree: 13 votes against: 0 votes abstain: 0 votes)
(II) the proposal on the financial final accounts report of 2021 was reviewed and approved, and it was agreed to submit the proposal to the general meeting of shareholders for deliberation. For details, see the company’s 2021 annual report published on the Shanghai Stock Exchange and the company’s website on the same day as this announcement.
(agree: 13 votes against: 0 votes abstain: 0 votes)
(III) the proposal on the provision for asset impairment and write off of asset losses in 2021 was reviewed and approved.
(agree: 13 votes against: 0 votes abstain: 0 votes)
(IV) the proposal on the company’s internal control evaluation report in 2021 was deliberated and adopted.
See the 2021 internal control evaluation report published on the Shanghai Stock Exchange and the company’s website on the same day as this announcement for details.
Independent directors express unanimous independent opinions.
(agree: 13 votes against: 0 votes abstain: 0 votes)
(V) the proposal on profit distribution in 2021 was reviewed and approved, and it was agreed to submit the proposal to the general meeting of shareholders for deliberation.
For details, please refer to the announcement on the profit distribution plan of 2021 published on the website of Shanghai Stock Exchange and the company on the same day as this announcement.
Independent directors express unanimous independent opinions.
(agree: 13 votes against: 0 votes abstain: 0 votes)
(VI) the proposal on daily connected transactions was reviewed and approved, and it was agreed to submit the relevant matters of the proposal to the general meeting of shareholders for deliberation.
Agree that China United Network Communication Co., Ltd. (hereinafter referred to as “Unicom operation company”), an indirect holding subsidiary of the company, conduct related party transactions with China iron tower Co., Ltd. (hereinafter referred to as “China iron tower”) and Shenzhen Tencent computer system Co., Ltd. (hereinafter referred to as “Tencent technology”) and submit them to the general meeting of shareholders for deliberation; Agree to increase the amount of connected transactions between China Unicom and Alibaba cloud computing Co., Ltd. (hereinafter referred to as “Alibaba cloud”) in 2021, and agree to carry out relevant connected transactions between China Unicom and Alibaba cloud. The management has full authority to handle matters related to the daily connected transactions.
For details, see the announcement on daily connected transactions published on the website of Shanghai Stock Exchange and the company on the same day as this announcement.
Prior approval and unanimous opinion of independent directors.
1. Related party transactions between China Unicom operating company and China Tower
(agree: 13 votes against: 0 votes abstain: 0 votes)
2. Related party transactions between China Unicom operating company and Tencent Technology
Mr. Lu Shan, the director, withdrew from voting.
(agree: 12 votes against: 0 votes abstain: 0 votes)
3. Related party transactions between China Unicom and Alibaba cloud
Mr. Zhang Jianfeng, the director, avoided voting.
(agree: 12 votes against: 0 votes abstain: 0 votes)
(VII) the proposal on employing an accounting firm was deliberated and approved, and it was agreed to submit the proposal to the general meeting of shareholders for deliberation.
For details, please refer to the announcement on renewing the appointment of accounting firms published on the website of Shanghai Stock Exchange and the company on the same day as this announcement.
Independent directors express independent opinions approved and unanimously agreed in advance.
(agree: 13 votes against: 0 votes abstain: 0 votes)
（8） The proposal on the company’s 2021 annual sustainable development report was deliberated and adopted. For details, see the 2021 annual sustainable development report published on the Shanghai Stock Exchange and the company’s website on the same day as this announcement.
(agree: 13 votes against: 0 votes abstain: 0 votes)
(IX) the proposal on investment plan in 2022 was deliberated and adopted.
(agree: 13 votes against: 0 votes abstain: 0 votes)
(x) the proposal on the special report on the deposit and actual use of the company’s raised funds was deliberated and adopted.
For details, see the special report on the deposit and actual use of raised funds in 2021 published on the website of Shanghai Stock Exchange and the company on the same day as this announcement. Independent directors express unanimous independent opinions.
(agree: 13 votes against: 0 votes abstain: 0 votes)
（11） The proposal on China Unicom Group Finance Co., Ltd. providing non financing guarantee business to China Unicom operating company was deliberated and adopted.
For details, see the announcement on China Unicom Group Finance Co., Ltd. providing non financing guarantee business to China United Network Communication Co., Ltd., which was published on the Shanghai Stock Exchange and the company’s website on the same day as this announcement.
Independent directors express unanimous independent opinions.
(agree: 13 votes against: 0 votes abstain: 0 votes)
（12） The proposal on the special explanation of the company’s external guarantee was deliberated and adopted.
For details, see the special instructions and independent opinions of independent directors on the company’s external guarantee published on the Shanghai Stock Exchange and the company’s website on the same day as this announcement. (agree: 13 votes against: 0 votes abstain: 0 votes)
（13） The proposal on the salary payment of senior managers of the company was deliberated and adopted.
Independent directors express unanimous independent opinions.
Mr. Wang Junzhi, the director, withdrew from voting.
(agree: 12 votes against: 0 votes abstain: 0 votes)
（14） The proposal on matters related to payroll management was deliberated and adopted. (agree: 13 votes against: 0 votes abstain: 0 votes)
（15） The proposal on unlocking the third unlocking period of the company’s restricted stock incentive plan for the first time and the second unlocking period of reserved granted shares was reviewed and approved.
According to the agreement on the unlocking period in the first phase of the company’s restricted stock incentive plan, the restricted stock granted for the first time will enter the third unlocking period from April 9, 2022; Since March 5, 2022, the reserved grant restricted shares have entered the second unlocking period. As of March 11, 2022, the company’s operating performance in 2020 has reached the company’s performance conditions for the third unlocking period specified in the first phase of the company’s restricted stock incentive plan. Combined with the individual performance of the incentive objects and other conditions for lifting the restriction on sales, the company has 7306 incentive objects who meet the unlocking conditions for the first time and reserved to be granted this time, and 2067725 restricted shares are proposed to be lifted, Accounting for about 0.7% of the total share capital of the company.
Independent directors express unanimous independent opinions.
(agree: 13 votes against: 0 votes abstain: 0 votes)
（16） The proposal on repurchase and cancellation of restricted shares of some incentive objects of the first phase of restricted stock plan was reviewed and approved, and it was agreed to submit the proposal to the general meeting of shareholders for deliberation.
For details, please refer to the announcement on repurchase and cancellation of restricted shares of some incentive objects of the first phase of restricted stock plan published on the website of Shanghai Stock Exchange and the company on the same day as this announcement.
Independent directors express unanimous independent opinions.
(agree: 13 votes against: 0 votes abstain: 0 votes)
（17） The proposal on reducing the registered capital of the company, amending the articles of association and handling the industrial and commercial change registration was reviewed and approved, and it was agreed to submit the proposal to the general meeting of shareholders for deliberation.
For details, see the announcement on reducing the registered capital of the company, amending the articles of association and handling the industrial and commercial change registration published on the Shanghai Stock Exchange and the company’s website on the same day as this announcement.
(agree: 13 votes against: 0 votes abstain: 0 votes)
（18） The proposal on “penetration voting” at the annual general meeting of Liantong red chip company was reviewed and approved, and it was agreed to submit the proposal to the general meeting of shareholders for deliberation. China United Network Communications (Hong Kong) Co., Ltd. (hereinafter referred to as “Unicom red chip company”), which is indirectly controlled by the company, plans to hold the annual general meeting of shareholders. According to the provisions on “penetration voting” in the articles of association, the following deliberation matters of China Unicom red chip company at this meeting shall be submitted to the general meeting of shareholders of the company for deliberation:
(1) Matters concerning the profit distribution of China Unicom red chip company in 2021;
(2) Re elect the directors of China Unicom red chip company and authorize the board of directors to determine the remuneration of directors;
(3) The general meeting of shareholders of China Unicom red chip company authorizes its board of directors to purchase the shares of China Unicom red chip company in accordance with all applicable laws on the stock exchange of Hong Kong and / or other stock exchanges recognized by the Hong Kong Securities and Futures Commission during the relevant period;
(4) The general meeting of shareholders of China Unicom red chip company authorized its board of directors to exercise the power to allot, issue and deal with additional shares of China Unicom red chip company within the relevant period.
(agree: 13 votes against: 0 votes abstain: 0 votes)
（19） The proposal on specific arrangements for convening the 2021 annual general meeting of shareholders was deliberated and adopted. The meeting decided to hold the company’s 2021 annual general meeting in the near future, and the specific matters of the general meeting will be notified separately.
(agree: 13 votes against: 0 votes abstain: 0 votes)
（20） The proposal on the report of the board of directors in 2021 was reviewed and approved, and it was agreed to submit the proposal to the general meeting of shareholders for deliberation.
(agree: 13 votes against: 0 votes abstain: 0 votes)
It is hereby announced.
China United Network Communications Limited(600050) board of directors
March 11, 2002
