Yunda Holding Co.Ltd(002120) independent director
On matters related to the 21st Meeting of the seventh board of directors
separate opinion
In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the rules for independent directors of listed companies, the Listing Rules of Shenzhen Stock Exchange and other laws and regulations, as well as the relevant provisions of the Yunda Holding Co.Ltd(002120) articles of Association (hereinafter referred to as the “articles of association”), we, as independent directors of Yunda Holding Co.Ltd(002120) (hereinafter referred to as the “company”), based on a prudent, objective and impartial attitude, We have carefully checked and supervised the relevant matters considered at the 21st Meeting of the seventh board of directors of the company, and now express relevant independent opinions on this matter as follows:
1、 Independent opinions on the achievement of unlocking conditions in the second unlocking period of the third restricted stock incentive plan
After verification, we believe that the board of directors approved the company’s phase III restricted stock incentive plan, and 294 incentive objects can unlock a total of 2125292 restricted shares in the second unlocking period, which is in line with the company’s phase III restricted stock incentive plan (Draft) and the adjusted phase III restricted stock incentive plan, the company’s performance evaluation indicators and relevant laws and regulations. The unlocking conditions of the second unlocking period of the company’s third restricted stock incentive plan have been achieved. The unlocked incentive object meets the unlocking conditions specified in the incentive plan, and its subject qualification as the company’s unlocked incentive object is legal and effective. This unlocking arrangement does not violate the provisions of relevant laws and regulations or the interests of the company and all shareholders. Therefore, we agree that the company’s 294 incentive objects will unlock 2125292 shares in the second unlocking period of the company’s phase III equity incentive plan, and the board of directors of the company will handle the corresponding unlocking procedures according to the authorization of the general meeting of shareholders.
2、 Independent opinions on the achievement of unlocking conditions in the first unlocking period of the fourth restricted stock incentive plan
After verification, we believe that the board of directors approved the company’s phase IV restricted stock incentive plan, and 339 incentive objects can unlock 3018790 restricted shares in the first unlocking period, which is in line with the relevant provisions of the company’s phase IV restricted stock incentive plan (Draft) and relevant laws and regulations. The unlocking conditions of the first unlocking period of the company’s fourth restricted stock incentive plan have been achieved. The unlocked incentive object meets the unlocking conditions specified in the incentive plan, and its subject qualification as the company’s unlocked incentive object is legal and effective. This unlocking arrangement does not violate the provisions of relevant laws and regulations or the interests of the company and all shareholders. Therefore, we agree that 339 incentive objects of the company will unlock 3018790 shares in the first unlocking period of the company’s phase IV equity incentive plan according to the regulations, and agree that the board of directors of the company will handle the corresponding unlocking procedures according to the authorization of the general meeting of shareholders.
3、 Independent opinions on repurchasing and cancelling some restricted shares granted but not unlocked
After verification, we believe that the company plans to buy back and cancel 244218 restricted shares of 34 incentive objects involved in the third phase of the restricted stock incentive plan at the price of 12.14 yuan / share, and plans to buy back and cancel 258310 restricted shares of 20 incentive objects involved in the fourth phase of the restricted stock incentive plan at the price of 7.97 yuan / share. The above repurchase price, number of shares repurchased and repurchase procedures comply with the company’s third phase restricted stock incentive plan (Draft), fourth phase restricted stock incentive plan (Draft) and relevant provisions of relevant laws and regulations. This matter will not have a significant impact on the company’s financial status and equity distribution, and there is no situation that damages the interests of the company and all shareholders, especially minority shareholders.
To sum up, we unanimously agree that the company repurchases and cancels 502528 restricted shares granted to the above-mentioned incentive objects that have not yet been lifted, and agree to submit the proposal to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
(no text below)
(there is no text on this page, which is the signature page of Yunda Holding Co.Ltd(002120) independent directors’ independent opinions on matters related to the 21st Meeting of the seventh board of directors) independent directors:
Liu Yu, Lou Guanghua, Zhang Guanqun
Xiao Anhua, Zhang Darui
specific date
