Securities code: Vanfund Urban Investment&Development Co.Ltd(000638) securities abbreviation: Vanfund Urban Investment&Development Co.Ltd(000638) Announcement No.: 2022024 Vanfund Urban Investment&Development Co.Ltd(000638)
Announcement of resolutions of the 40th meeting of the 9th 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.
Vanfund Urban Investment&Development Co.Ltd(000638) (hereinafter referred to as “the company”) the notice of the 40th meeting of the ninth board of directors was sent out in the form of communication on April 11, 2022. The meeting was held in the conference room of 12a company, block B, China International Science and Technology Exhibition Center, No. 12 Yumin Road, Chaoyang District, Beijing at 14:30 p.m. on April 13, 2022. The meeting was presided over by the chairman, Mr. Zhang Hui. The number of attendees, convening, convening procedures and discussion contents of the meeting were in line with the relevant provisions of the company law and the articles of association. The meeting considered 22 proposals and made the following resolutions:
1、 With 9 affirmative votes, 0 negative votes and 0 abstention, the proposal on granting reserved stock options to incentive objects in 2021 incentive plan was deliberated and adopted.
The board of Directors believes that the incentive objects granted stock options this time comply with the provisions of the administrative measures for equity incentive of listed companies and the company’s 2021 stock option incentive plan (Draft), and agrees to grant Shanghai Pudong Development Bank Co.Ltd(600000) reserved stock options to the two incentive objects. The reserved grant date is April 13, 2022, and the option exercise price is 5.02 yuan / share.
The independent directors of the company have expressed their independent opinions on the above matters. See cninfo.com for the independent opinions of independent directors on matters related to the 40th meeting of the ninth board of directors（ http://www.cn.info.com.cn. ）。
The board of supervisors of the company issued verification opinions on the list of incentive objects reserved for grant under the 2021 stock option incentive plan. See cninfo.com for the verification opinions of the board of supervisors on the list of incentive objects reserved for grant under the 2021 stock option incentive plan（ http://www.cn.info.com.cn. ）。
Beijing Fengyou law firm has issued a legal opinion on this. See cninfo.com for the legal opinion of Beijing Fengyou law firm on the reserved grant of Vanfund Urban Investment&Development Co.Ltd(000638) 2021 stock option incentive plan（ http://www.cn.info.com.cn. ）。
See China Securities News, securities times, Shanghai Securities News, securities daily and cninfo.com for details of the announcement on granting reserved stock options to incentive objects under the 2021 incentive plan（ http://www.cn.info.com.cn. ）。
2、 The proposal on Amending the articles of association was deliberated and adopted by 9 votes in favor, 0 against and 0 abstention. This proposal shall be submitted to the general meeting of shareholders of the company for deliberation and approval, and shall be approved by more than two-thirds (including) of the total number of effective voting shares held by shareholders attending the general meeting of shareholders.
See cninfo.com for the revised articles of association and the comparison table for the revision of articles of association（ http://www.cn.info.com.cn. ）。
3、 The proposal on Amending the rules of procedure of the general meeting of shareholders was deliberated and adopted with 9 affirmative votes, 0 negative votes and 0 abstention. This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation and approval.
The revised rules of procedure of the general meeting of shareholders and the comparison table for the revision of the rules of procedure of the general meeting of shareholders are detailed on cninfo.com（ http://www.cn.info.com.cn. ）。
4、 The proposal on Amending the rules of procedure of the board of directors was deliberated and adopted by 9 votes in favor, 0 against and 0 abstention. This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation and approval.
The revised rules of procedure of the board of directors and the comparison table for the revision of the rules of procedure of the board of directors are detailed in cninfo.com（ http://www.cn.info.com.cn. ）。
5、 With 9 affirmative votes, 0 negative votes and 0 abstention, the proposal on Amending the working system of independent directors was deliberated and adopted. This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation and approval.
The revised working system of independent directors and the comparison table for the revision of working system of independent directors are detailed in cninfo.com（ http://www.cn.info.com.cn. ）。
6、 With 9 affirmative votes, 0 negative votes and 0 abstention, the proposal on Amending the related party transaction management system was deliberated and adopted. This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation and approval.
See cninfo.com for the revised management system of connected transactions and the comparison table for the revision of management system of connected transactions（ http://www.cn.info.com.cn. ）。
7、 With 9 affirmative votes, 0 negative votes and 0 abstention, the proposal on Amending the foreign investment management system was deliberated and adopted. This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation and approval.
The revised “foreign investment management system” and “comparison table for the revision of foreign investment management system” are detailed in cninfo.com（ http://www.cn.info.com.cn. ）。
8、 With 9 affirmative votes, 0 negative votes and 0 abstention, the proposal on Amending the management measures for the use of raised funds was deliberated and adopted. This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation and approval.
The revised management measures for the use of raised funds and the revised comparison table for the management measures for the use of raised funds are detailed on cninfo.com（ http://www.cn.info.com.cn. ）。
9、 With 9 affirmative votes, 0 negative votes and 0 abstention, the proposal on Amending the external guarantee management system was deliberated and adopted. This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation and approval.
The revised external guarantee management system and the comparison table for the revision of external guarantee management system are detailed in cninfo.com（ http://www.cn.info.com.cn. ）。
10、 With 9 affirmative votes, 0 negative votes and 0 abstention, the proposal on Amending the dividend management system was deliberated and adopted. This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation and approval.
See cninfo.com for the revised dividend management system and the comparison table for the revision of dividend management system（ http://www.cn.info.com.cn. ）。
11、 With 9 affirmative votes, 0 negative votes and 0 abstention, the proposal on Amending the working rules of the general manager was deliberated and adopted.
The revised working rules of the general manager are detailed in cninfo.com（ http://www.cn.info.com.cn. ）。 12、 With 9 affirmative votes, 0 negative votes and 0 abstention, the proposal on Amending the implementation rules of the strategy committee was considered and adopted.
See cninfo.com for the revised implementation rules of the strategy committee（ http://www.cn.info.com.cn. ）。
13、 The proposal on Amending the detailed rules for the implementation of the audit committee was considered and adopted by 9 votes in favor, 0 against and 0 abstention.
The revised implementation rules of the audit committee are detailed in cninfo.com（ http://www.cn.info.com.cn. ）。
14、 With 9 affirmative votes, 0 negative votes and 0 abstention, the proposal on Amending the implementation rules of the remuneration and assessment committee was considered and adopted.
The revised detailed rules for the implementation of the remuneration and assessment committee are detailed on cninfo.com（ http://www.cn.info.com.cn. ）。
15、 The proposal on establishing the nomination committee of the board of directors and formulating the detailed rules for the implementation of the nomination committee was considered and adopted by 9 votes in favor, 0 against and 0 abstention.
In order to standardize the selection of the company’s leaders, optimize the composition of the board of directors and improve the corporate governance structure, the board of directors agreed to establish the nomination committee of the board of directors, agreed to elect Mr. Song Weiqiang (independent director) as the chairman of the nomination committee of the ninth board of directors, and elected Ms. sun Lili (independent director) and Ms. Guo Zibin as the directors
Member of the nomination committee of the ninth board of directors of the company. The term of office starts from the date of deliberation and approval of this board of directors to the date of expiration of the term of office of the ninth board of directors.
See http://www.cninfo.com.cn for details of the implementation rules of the nomination committee（ http://www.cn.info.com.cn. ）。 16、 With 9 affirmative votes, 0 negative votes and 0 abstention, the proposal on Amending the management system of subsidiary companies was deliberated and adopted.
See cninfo.com for the revised management system of subsidiary companies（ http://www.cn.info.com.cn. ）。
17、 With 9 affirmative votes, 0 negative votes and 0 abstention, the proposal on Amending the major information reporting system was considered and adopted.
The revised major information reporting system is detailed in cninfo.com（ http://www.cn.info.com.cn. ）。
18、 With 9 affirmative votes, 0 negative votes and 0 abstention, the proposal on Amending the information disclosure management system was considered and adopted.
The revised information disclosure management system is detailed in cninfo.com（ http://www.cn.info.com.cn. ）。
19、 With 9 affirmative votes, 0 negative votes and 0 abstention, the proposal on Amending the shareholding and change management system of directors, supervisors and senior managers was deliberated and adopted.
The revised management system for shareholding and changes of directors, supervisors and senior managers is detailed in cninfo.com（ http://www.cn.info.com.cn. ）。
20、 With 9 affirmative votes, 0 negative votes and 0 abstention, the proposal on Amending the registration and management system of insiders was deliberated and adopted.
The revised “insider information insider registration management system” is detailed in cninfo.com（ http://www.cn.info.com.cn. ）。
21、 The proposal on Amending the internal control system for financial reporting was considered and adopted by 9 votes in favor, 0 against and 0 abstention.
The revised internal control system for financial reporting is detailed in cninfo.com（ http://www.cn.info.com.cn. ）。
22、 The proposal on Amending the investor relations management system was deliberated and adopted by 9 votes in favor, 0 against and 0 abstention.
The revised investor relations management system is detailed in cninfo.com（ http://www.cn.info.com.cn. ）。
It is hereby announced.
Vanfund Urban Investment&Development Co.Ltd(000638) board of directors
April 13, 2002
