Securities code: 300935 securities abbreviation: Beijing Yjk Building Software Co.Ltd(300935) Announcement No.: 2022-003 Beijing Yjk Building Software Co.Ltd(300935)
Announcement of resolutions of the 8th meeting of the 3rd board of supervisors
The company and all members of the board of supervisors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Meetings of the board of supervisors
The eighth meeting of the third board of supervisors of Beijing Yjk Building Software Co.Ltd(300935) (hereinafter referred to as “the company”) was held in the conference room of the company on February 22, 2022. The notice of the meeting was sent by e-mail on February 17, 2022. The meeting was presided over by Mr. Liang Bo, chairman of the board of supervisors, and the Secretary of the board of directors attended the meeting. The convening, convening and voting procedures of this meeting comply with the relevant provisions of the company law and other laws and regulations and the articles of association.
2、 Deliberation at the meeting of the board of supervisors
After careful deliberation by the supervisors attending the meeting, the following resolutions were reached at the meeting:
(I) the proposal on adjusting the grant price of the restricted stock incentive plan in 2021 was reviewed and approved. The board of supervisors considered that the annual equity distribution of the company in 2020 had been completed on May 31, 2021, and the board of directors adjusted the grant price of the company’s restricted stock incentive plan in 2021 in accordance with the authorization of the 2020 annual general meeting of shareholders, The review procedures are legal and compliant, comply with the relevant laws, regulations and normative documents such as the measures for the administration of equity incentive of listed companies and the relevant provisions of the company’s restricted stock incentive plan (Draft) in 2021, and there is no situation that damages the interests of the company and all shareholders. Therefore, the board of supervisors agreed to adjust the grant price of the restricted stock incentive plan in 2021 from 38.88 yuan / share to 38.08 yuan / share.
For details, please refer to the company’s disclosure on cninfo (www.cn. Info. Com. CN.) on the same day Announcement on adjusting the grant price of restricted stock incentive plan in 2021.
Voting results: 3 in favor, 0 against and 0 abstention.
(II) deliberated and passed the proposal on granting restricted shares to incentive objects and reserving some restricted shares in the 2021 restricted stock incentive plan
After review, the board of supervisors believes that:
1. The incentive objects reserved and granted in the incentive plan do not have the following circumstances that are not allowed to be incentive objects as stipulated in Article 8 of the administrative measures for equity incentive of listed companies (hereinafter referred to as the “administrative measures”) and article 8.4.2 of the Listing Rules of gem shares of Shenzhen Stock Exchange (hereinafter referred to as the “Listing Rules”):
(1) Being identified as an inappropriate candidate by the stock exchange within the last 12 months;
(2) In the last 12 months, it has been identified as an inappropriate candidate by the CSRC and its dispatched offices;
(3) Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations in the last 12 months;
(4) Those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law;
(5) Those who are not allowed to participate in the equity incentive of listed companies according to laws and regulations;
(6) Other circumstances recognized by the CSRC.
2. The incentive objects reserved and granted in this incentive plan are the core technical / business personnel working in the company, all of whom are in-service employees who have established formal labor relations with the company. The incentive objects do not include independent directors, supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the shares of the company and their spouses, parents, children and foreign employees.
3. The incentive objects reserved for grant have the qualifications specified in the company law, securities law and other laws, regulations and normative documents, meet the conditions of incentive objects specified in the administrative measures and listing rules, and meet the scope of incentive objects specified in the company’s restricted stock incentive plan (Draft) for 2021 and its summary, As the subject qualification of the incentive object of the company’s incentive plan is legal and effective, and the conditions for the incentive object to be granted restricted shares have been met.
4. The incentive objects reserved and granted by the company in this incentive plan are consistent with the incentive objects specified in the 2021 restricted stock incentive plan approved by the company’s 2020 annual general meeting of shareholders.
5. The company is not prohibited from implementing the equity incentive plan as stipulated in the administrative measures and other laws, regulations and normative documents. The company has the subject qualification to implement the equity incentive plan. The grant date determined by the board of directors of the company complies with the administrative measures and other laws and regulations as well as the relevant provisions on the grant date in the company’s restricted stock incentive plan (Draft) in 2021.
In conclusion, the board of supervisors agreed to the list of incentive objects reserved for grant in the incentive plan, agreed that the reserved grant date of the incentive plan was February 22, 2022, and agreed to grant 149000 class II restricted shares to 78 incentive objects who met the grant conditions.
For details, please refer to the company’s website on the same day (www.cn. Info. Com. CN.) Announcement on granting restricted shares to incentive objects and reserving some restricted shares in the 2021 restricted stock incentive plan. Voting results: 3 in favor, 0 against and 0 abstention.
(III) deliberated and passed the proposal on using self owned funds for entrusted financial management
After review, the board of supervisors believes that the company’s use of its own funds for entrusted financial management can improve the company’s fund use efficiency, obtain a certain investment income, and seek a better investment return for the company and its shareholders, which will not affect the normal needs of the company’s daily capital turnover, the normal development of the company’s main business, and the interests of the company and minority shareholders, The relevant approval procedures comply with the relevant provisions of laws and regulations and the articles of association. The board of supervisors agrees that the company will use its own funds for entrusted financial management this time.
For details, please refer to the company’s disclosure on cninfo (www.cn. Info. Com. CN.) on the same day Announcement on using self owned funds for entrusted financial management.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
(IV) deliberated and passed the proposal on cash management with idle raised funds
After review, the board of supervisors believes that: on the premise of complying with national laws and regulations and ensuring the safety of investment funds, the company’s use of idle raised funds for cash management can improve the company’s fund use efficiency, obtain certain investment income, seek more investment returns for the company and shareholders, and will not affect the company’s daily operation and the normal development of investment projects with raised funds, There is no case of changing the purpose of the raised funds in a disguised form and damaging the interests of shareholders, and the relevant approval procedures comply with the relevant provisions of laws and regulations and the articles of association. The board of supervisors agreed to use the idle raised funds for cash management.
For details, please refer to the company’s disclosure on cninfo (www.cn. Info. Com. CN.) on the same day Announcement on cash management with idle raised funds.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
(V) deliberated and passed the proposal on using some over raised funds to permanently supplement working capital
After review, the board of supervisors believes that the company’s use of the over raised funds for permanent replenishment of working capital is conducive to meeting the demand for working capital, improving the use efficiency of the raised funds, further improving the company’s operating capacity, and in line with the interests of the company and all shareholders. The company’s permanent replenishment of working capital with some over raised funds this time complies with the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for the self-discipline supervision of listed companies of Shenzhen stock exchange No. 2 – standardized operation of GEM listed companies and the company’s The requirements of relevant laws, regulations, rules and regulations such as the raised funds management system will not conflict with the implementation plan of the raised funds investment project, affect the normal implementation of the raised funds investment project, and there is no situation of changing the investment direction of the raised funds in a disguised manner and damaging the interests of shareholders. The board of supervisors agreed to the company’s use of over raised funds to permanently supplement working capital.
For details, please refer to the company’s disclosure on cninfo (www.cn. Info. Com. CN.) on the same day Announcement on permanent replenishment of working capital by using some over raised funds.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
3、 Documents for future reference
1. Resolution of the 8th meeting of the 3rd board of supervisors.
It is hereby announced.
Beijing Yjk Building Software Co.Ltd(300935) board of supervisors February 22, 2022
