Securities code: 300935 securities abbreviation: Beijing Yjk Building Software Co.Ltd(300935) Announcement No.: 2022-002 Beijing Yjk Building Software Co.Ltd(300935)
Announcement of resolutions of the 9th meeting of the 3rd board of directors
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Meetings of the board of directors
The ninth meeting of the third board of directors 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. Chen Dailin, chairman of the board, and attended by supervisors and senior managers of the company. 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、 Deliberations of the board meeting
After careful deliberation by the directors 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 deliberated and passed. On May 25, 2021, the company disclosed the announcement on the implementation of annual equity distribution in 2020. This profit distribution was based on the total share capital of the company of 56505000 shares and distributed a cash dividend of RMB 8 (including tax) to all shareholders for every 10 shares, A total cash dividend of 45204000 yuan (including tax) will be distributed, and no bonus shares will be given, and no capital reserve will be converted into share capital. Since the above profit distribution plan has been implemented, according to Article 2 of Chapter 9 of the company’s 2021 restricted stock incentive plan (Draft), if the company has the right to convert the capital reserve into share capital, distribute stock dividends, split shares, allot shares For matters such as share reduction or dividend distribution, the grant price of restricted shares shall be adjusted accordingly.
Accordingly, the board of directors of the company agreed to adjust the grant price of the restricted stock incentive plan from 38.88 yuan / share to 38.08 yuan / share in 2021.
The independent director agreed to the matter.
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: 9 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
According to the measures for the administration of equity incentive of listed companies, the relevant provisions of the company’s 2021 restricted stock incentive plan (Draft) and the authorization of the company’s 2020 annual general meeting, the board of Directors considers that the reserved grant conditions specified in the company’s 2021 restricted stock incentive plan have been met, and agrees to determine February 22, 2022 as the reserved grant date, Granted 149000 class II restricted shares to 78 incentive objects.
The independent directors of the company expressed their independent opinions on the matter.
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: 9 in favor, 0 against and 0 abstention.
(III) deliberated and passed the proposal on using self owned funds for entrusted financial management
Without affecting the normal operation of the company, the board of directors agrees that the company will use its own funds of no more than RMB 45 million (including this amount) for entrusted financial management, which can be used within 12 months from the date of deliberation and approval by the general meeting of shareholders. Within the above quota and period, the funds can be used on a rolling basis.
The independent directors of the company expressed their independent opinions on the matter, and the company’s recommendation agency Northeast Securities Co.Ltd(000686) issued no objection verification opinions on the matter.
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: 9 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
Under the condition of ensuring that the normal progress of the investment plan of the raised funds and the safety of the raised funds are not affected, the board of directors agrees that the company will use the idle raised funds of no more than RMB 400 million (including this amount) for cash management, which can be used within 12 months from the date of deliberation and approval by the general meeting of shareholders. Within the above limit and period, the funds can be used on a rolling basis, and the investment period of a single cash management product shall not exceed 12 months. After the cash management of idle raised funds expires, it will be returned to the special account for raised funds in time.
The independent directors of the company expressed their independent opinions on the matter, and the company’s recommendation agency Northeast Securities Co.Ltd(000686) issued no objection verification opinions on the matter.
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: 9 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
It is agreed that the company will use the over raised capital of 130 million yuan to permanently supplement the working capital.
The independent directors of the company expressed their independent opinions on the matter, and the company’s recommendation agency Northeast Securities Co.Ltd(000686) issued no objection verification opinions on the matter.
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: 9 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.
(VI) the proposal on convening the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted
The board of directors agreed that the company would hold the first extraordinary general meeting of shareholders in 2022 on March 10, 2022. For details, please refer to the company’s disclosure on cninfo (www.cn. Info. Com. CN.) on the same day Notice on convening the first extraordinary general meeting of shareholders in 2022.
Voting results: 9 in favor, 0 against and 0 abstention.
3、 Documents for future reference
1. Resolutions of the 9th meeting of the 3rd board of directors;
2. Independent opinions of independent directors on matters related to the ninth meeting of the third board of directors.
It is hereby announced.
Beijing Yjk Building Software Co.Ltd(300935) board of directors February 22, 2022
