Securities code: Yunda Holding Co.Ltd(002120) securities abbreviation: Yunda Holding Co.Ltd(002120) Announcement No.: 2022031 Yunda Holding Co.Ltd(002120)
Announcement of resolutions of the 21st Meeting of the 7th board of directors
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete,
There are no false records, misleading statements or major omissions.
1、 Meetings of the board of directors
Yunda Holding Co.Ltd(002120) (hereinafter referred to as "the company") the 21st Meeting of the 7th board of directors was notified to all directors by e-mail and telephone on May 20, 2022. The meeting was held in Shanghai on May 23, 2022. This meeting was held by means of communication voting. 11 directors should attend the meeting and 11 actually attended the meeting. The meeting was convened by Mr. Nie Tengyun, chairman of the board of directors. The number of attendees, convening procedures and deliberation contents of the meeting were in line with the company law of the people's Republic of China and other relevant laws, administrative regulations, departmental rules, normative documents, Yunda Holding Co.Ltd(002120) articles of Association and other relevant provisions. The meeting considered and unanimously adopted the following proposals:
2、 Deliberations of the board meeting
1. With 9 affirmative votes, 0 negative votes and 0 abstention, the proposal on the achievement of unlocking conditions in the second unlocking period of the third restricted stock incentive plan was considered and adopted, and the related directors Yang Zhoulong and Fu Qin avoided voting.
The board of Directors believes that the unlocking conditions for the second unlocking period set by the company's performance evaluation indicators in the third restricted stock incentive plan (Draft) and the adjusted third restricted stock incentive plan have been achieved, and the unlocking qualifications of 294 incentive objects in the third restricted stock incentive plan are legal and effective. Therefore, the board of directors agrees that the company shall handle the unlocking of 2125292 restricted shares granted under the third restricted stock incentive plan in accordance with the relevant provisions of the incentive plan.
Yang Zhoulong and Fu Qin, the directors of the company, are the incentive objects of the third restricted stock incentive plan and avoid voting on this proposal.
For details, please refer to China Securities Journal, Shanghai Securities News, securities times, securities daily and cninfo.com on May 24, 2022（ http://www.cn.info.com.cn. ）Relevant announcements of disclosure.
The independent directors of the company have expressed their independent opinions on this proposal, and the lawyers hired by the company have expressed relevant opinions. See the company's website on cninfo on the same day for details（ http://www.cn.info.com.cn. ）Relevant announcements disclosed on.
2. The proposal on the achievement of unlocking conditions in the first unlocking period of the fourth restricted stock incentive plan was deliberated and adopted by 9 votes in favor, 0 against and 0 abstention, and the related directors Yang Zhoulong and Fu Qin avoided voting.
The board of Directors believes that the unlocking conditions for the first unlocking period set in the fourth restricted stock incentive plan (Draft) of the company have been achieved, and the unlocking qualifications of 339 incentive objects in the fourth restricted stock incentive plan are legal and effective. Therefore, the board of directors agrees that the company shall handle the unlocking of 3018790 restricted shares granted under the fourth restricted stock incentive plan in accordance with the relevant provisions of the incentive plan.
Yang Zhoulong and Fu Qin, the directors of the company, are the incentive objects of the fourth phase of restricted stock incentive plan and avoid voting on this proposal.
For details, please refer to China Securities Journal, Shanghai Securities News, securities times, securities daily and cninfo.com on May 24, 2022（ http://www.cn.info.com.cn. ）Relevant announcements of disclosure.
The independent directors of the company have expressed their independent opinions on this proposal, and the lawyers hired by the company have expressed relevant opinions. See the company's website on cninfo on the same day for details（ http://www.cn.info.com.cn. ）Relevant announcements disclosed on.
3. With 11 affirmative votes, 0 negative votes and 0 abstention, the proposal on repurchase and cancellation of some granted but not unlocked restricted shares was deliberated and adopted.
In the third phase of the company's restricted stock incentive plan, due to the resignation of 32 incentive objects or the restricted shares that have been granted but have not been lifted as stipulated in the third phase of restricted stock incentive plan (Draft), the restriction cannot be lifted, so it does not belong to the scope of unlocking incentive objects and cannot be unlocked; The annual performance evaluation score of two incentive objects in 2021 is higher than 60 (including) but lower than 80, and the unlocking proportion is 80%; The board of directors agrees that the company will carry out repurchase and cancellation of 244218 restricted shares held by the above 34 incentive objects that have been granted but have not been lifted in accordance with relevant laws and regulations and the company's phase III restricted stock incentive plan (Draft), and the repurchase price is 12.14 yuan / share.
In the fourth phase of the company's restricted stock incentive plan, due to the resignation of 17 incentive objects or the restricted shares that have been granted but have not been lifted as stipulated in the fourth phase of the restricted stock incentive plan (Draft), the restriction cannot be lifted, so it does not belong to the scope of unlocking incentive objects and cannot be unlocked; The annual performance evaluation score of three incentive objects in 2021 is higher than 60 (including) but lower than 80, and the unlocking proportion is 80%; The board of directors agrees that the company will carry out repurchase and cancellation of 258310 restricted shares held by the above 20 incentive objects that have been granted but have not been lifted in accordance with relevant laws and regulations and the company's phase IV restricted stock incentive plan (Draft), with a repurchase price of 7.97 yuan / share.
For details, please refer to China Securities Journal, Shanghai Securities News, securities times, securities daily and cninfo.com on May 24, 2022（ http://www.cn.info.com.cn. ）Relevant announcements of disclosure. The independent directors of the company have expressed their independent opinions on this proposal, and the lawyers hired by the company have expressed relevant opinions. See the company's website on cninfo on the same day for details（ http://www.cn.info.co m. C n) relevant announcements disclosed on the.
This proposal needs to be submitted to the company's first extraordinary general meeting of shareholders in 2022 for deliberation and approval by more than two-thirds (including) of the total number of effective voting shares held by shareholders attending the general meeting of shareholders.
4. The proposal on applying for industrial and commercial change registration and amending the articles of association was deliberated and adopted by 11 votes in favor, 0 against and 0 abstention.
The board of directors requested the general meeting of shareholders to authorize the management of the company to go through industrial and commercial registration procedures such as the amendment of the articles of association and the change of registered capital according to the repurchase and cancellation of the third phase of equity incentive restricted shares and the fourth phase of equity incentive restricted shares. The validity of this authorization is valid within one year from the date of deliberation and approval by the general meeting of shareholders of the company.
For details, please refer to China Securities Journal, Shanghai Securities News, securities times, securities daily and cninfo.com on May 24, 2022（ http://www.cn.info.com.cn. ）Relevant announcements of disclosure.
This proposal needs to be submitted to the company's first extraordinary general meeting of shareholders in 2022 for deliberation and approval by more than two-thirds (including) of the total number of effective voting shares held by shareholders attending the general meeting of shareholders.
5. The proposal on convening the company's first extraordinary general meeting in 2022 was deliberated and adopted by 11 votes in favor, 0 against and 0 abstention.
The board of directors of the company agrees that the company will hold the first extraordinary general meeting of shareholders in 2022 by combining on-site voting and online voting on June 23, 2022.
For details, please refer to China Securities Journal, Shanghai Securities News, securities times, securities daily and cninfo.com on May 24, 2022（ http://www.cn.info.com.cn. ）Relevant announcements of disclosure.
3、 Documents for future reference
1. Resolutions of the 21st Meeting of the 7th board of directors;
2. Independent opinions of independent directors on matters related to the 21st Meeting of the seventh board of directors;
3. Legal opinions of Beijing Tianyuan law firm on the lifting of restrictions on sales in the second unlocking period of Yunda Holding Co.Ltd(002120) phase III restricted stock incentive plan;
4. Legal opinions of Beijing Tianyuan law firm on the lifting of restrictions on sales in the first unlocking period of Yunda Holding Co.Ltd(002120) phase IV restricted stock incentive plan;
5. Legal opinions of Beijing Tianyuan law firm on the repurchase and cancellation of some restricted shares under the Yunda Holding Co.Ltd(002120) third phase restricted stock incentive plan;
6. Legal opinions of Beijing Tianyuan law firm on the repurchase and cancellation of some restricted shares under the Yunda Holding Co.Ltd(002120) fourth phase restricted stock incentive plan.
It is hereby announced.
Yunda Holding Co.Ltd(002120) board of directors may 24, 2022
