Beijing Yunji Technology Co., Ltd. (YUNJI, 02670) has issued a circular convening an extraordinary general meeting (EGM) for 9:00 a.m. on 2 April 2026. The hybrid meeting will be held physically at the company’s Beijing headquarters and online via an e-Voting Portal. Key resolutions are summarised below:
1. Appointment of Supervisor • The Board of Supervisors nominates Mr Zhang Wei, currently assistant to the general manager of Suzhou New District State-owned Capital Holding Group, as a Supervisor for the second board term. • Mr Zhang, aged 37, holds bachelor’s and master’s degrees in management from Nanjing University and is a senior accountant. He will receive no remuneration from YUNJI for this role.
2. Adoption of H Share Award Scheme • Objective: Align interests of employees, related-party contributors and select service providers with shareholders, incentivise long-term value creation and enhance talent retention. • Duration: 10 years from the adoption date. • Share source: (i) H shares bought back on the secondary market or via off-market transactions, and/or (ii) newly issued H shares, including treasury shares. • Scheme Mandate Limit: Up to 6.98 million H shares, equal to 10% of the current issued share capital of 69.75 million H shares (treasury shares excluded). • Service Provider Limit: Capped at 1.40 million H shares, representing 2% of current issued share capital. • Individual cap: Aggregate grants to any single participant in any 12-month period limited to 1% of issued shares. • Vesting: Minimum period of 12 months from grant date; shorter periods allowed only in specific scenarios (e.g. “make-whole” awards to new hires, accelerated vesting upon death, disability, change-in-control, etc.). • Eligibility: – Employee Participants (directors, supervisors, senior management, employees). – Related-Entity Participants (directors or employees of holding, fellow subsidiary or associated companies contributing to YUNJI’s R&D or business development). – Service Provider Participants (long-term technical, product, consulting, distribution or after-sales partners). • Performance metrics may include Group results, project milestones and individual KPIs; detailed targets to be set in each grant letter. • Clawback: Awards lapse if grantees breach contracts, damage the Group’s interests, disclose confidential information, or incur regulatory or criminal penalties. • Shareholders must approve any grant of new shares exceeding 0.1% of issued capital in 12 months to a director, chief executive, supervisor, substantial shareholder, independent non-executive director or their associates.
3. Board Authorization • Subject to shareholder approval of the scheme, directors (or their delegates) will receive broad authority to implement and administer the plan, including entering into trust deeds, determining grantees and vesting conditions, and arranging share purchases or issuances.
4. Register Closure and Proxy Arrangements • Share transfer registration will be suspended from 30 Mar 2026 to 2 Apr 2026 (both dates inclusive). • H-shareholders must lodge transfer documents with Tricor Investor Services by 4:30 p.m. on 27 Mar 2026 to qualify for voting. • Proxy forms must reach Tricor (H-shares) or the company’s Beijing office (unlisted shares) by 9:00 a.m. on 1 Apr 2026.
5. Listing Rules Compliance • The H Share Award Scheme is subject to special-resolution approval at the EGM and to Stock Exchange approval for listing of any new shares to be issued.
All resolutions will be voted by poll, and no shareholders are required to abstain from voting under Listing Rule 2.15.
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