昆明云内动力股份有限公司 第七届董事会第十八次会议决议公告

Group 1 - The company held its 18th meeting of the 7th Board of Directors on January 30, 2026, with all 7 directors present, and the meeting was chaired by Chairman Yang Bo [2][3] - The board approved the proposal for expected daily related transactions for 2026, with a total amount not exceeding RMB 1,681.80 million, involving transactions with the controlling shareholder Yunnan Yunnei Power Group Co., Ltd. and its subsidiaries [2][3] - The board also approved the proposal to repurchase and cancel 14,582,762 shares of restricted stock due to unmet conditions for the third release period of the 2022 restricted stock incentive plan, which represents 0.7537% of the company's total share capital [10][11][21] Group 2 - The company plans to change its registered capital from RMB 1,934,844,410 to RMB 1,920,261,648 following the repurchase and cancellation of restricted stock [43][44] - The board proposed to revise the company's articles of association accordingly, which will also require approval at the upcoming shareholders' meeting [43][44] - The company will hold its first extraordinary shareholders' meeting of 2026 on February 25, 2026, to discuss the approved proposals [50][52] Group 3 - The expected daily related transactions for 2026 include RMB 1,279.13 million for purchasing products and services, RMB 389.14 million for selling products and services, and RMB 13.53 million for rental income [34] - The company reported that the actual amount of similar transactions in 2025 was RMB 1,204.47 million, indicating an increase in expected transactions for 2026 [34][36] - The board's decision on related transactions was made with the independent directors' prior approval, ensuring compliance with regulations [34][35] Group 4 - The repurchase price for the restricted stock is set at RMB 1.54 per share, which is the same as the original grant price [24] - The total funds required for the repurchase amount to RMB 22,457,453.48, sourced from the company's own funds [25] - The cancellation of the restricted stock will not affect the company's financial status or operational results significantly [28] Group 5 - The company has ensured that all necessary approvals and legal opinions have been obtained for the repurchase and cancellation of restricted stock [29] - The company will continue to fulfill its disclosure obligations regarding the repurchase and related matters as required by law [29][30] - The board will authorize relevant personnel to handle the registration changes following the shareholders' meeting approval [45]