Securities code: 300571 securities abbreviation: Hangzhou Anysoft Information Technology Co.Ltd(300571) Announcement No.: 2021-183
Hangzhou Anysoft Information Technology Co.Ltd(300571)
Announcement on resolutions of the 28th meeting of the 3rd board of directors
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
1、 Convening of board meeting
The notice of the 28th meeting of the third board of directors of Hangzhou Anysoft Information Technology Co.Ltd(300571) (hereinafter referred to as “the company”) was sent by telephone and e-mail on December 29, 2021. The meeting will be held by means of communication voting on December 31, 2021. There were 7 directors who should attend the meeting, 7 actually attended the meeting, and 7 directors Guo Qing, Zheng Bing, Yin Xiaohua, Yu Keman, Chen Lianyong, Zhang Yinan and Feng Yan attended the meeting by means of communication voting.
The meeting was presided over by the chairman Mr. Guo Qing, and the supervisors and senior managers of the company attended the meeting as nonvoting delegates. The convening of the board meeting complies with the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
2、 Deliberations of the board meeting
(i) The proposal on using some idle raised funds to temporarily supplement working capital was deliberated and adopted by the directors with 7 affirmative votes, 0 negative votes and 0 abstention votes. After deliberation by the board of directors, it is unanimously agreed that the company will temporarily supplement the working capital with idle raised funds of no more than RMB 300 million on the premise of ensuring the normal progress of the capital demand of the investment projects with raised funds and the use plan of raised funds. The service life shall not exceed 12 months from the date of deliberation and approval by the board of directors, and shall be returned to the special account for raised funds at maturity.
For details, please refer to http://www.cn.info.com.cn.cn on the same day Announcement on temporarily replenishing working capital with some idle raised funds (Announcement No.: 2021-179)
The independent directors of the company expressed their independent opinions on this, and the sponsor issued their verification opinions. For details, please refer to the disclosure on cninfo.com.cn on the same day Relevant announcements. （2） The proposal on repurchase and cancellation of some restricted shares and cancellation of some stock options was deliberated and adopted
After voting by the directors, there were 6 affirmative votes, 0 negative votes and 0 abstention votes. Ms. Yin Xiaohua, a related director, avoided voting as an incentive object. The proposal was adopted.
After deliberation by the board of directors, all incentive objects granted restricted shares and stock options for the first time in the company’s stock option and restricted stock incentive plan in 2018 shall be assessed accordingly, and the exercise conditions in the third exercise / lifting of restriction on sale period have not been fulfilled, All incentive objects reserved for granting restricted shares and stock options shall assess that the conditions for exercise / release of restrictions in the second exercise / release period have not been met, and the board of directors agrees to repurchase and cancel the corresponding restricted shares and stock options.
For details, please refer to http://www.cn.info.com.cn.cn on the same day Announcement on repurchase and cancellation of some restricted shares and cancellation of some stock options (Announcement No.: 2021-180)
The independent directors of the company expressed their independent opinions on this, and the specific contents are disclosed on cninfo.com.cn on the same day Relevant announcements.
This proposal needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
（3） The proposal on canceling the stock options granted by the company’s 2018 stock option and restricted stock incentive plan that have expired but not exercised
After voting by the directors, there were 6 affirmative votes, 0 negative votes and 0 abstention votes. Ms. Yin Xiaohua, a related director, avoided voting as an incentive object. The proposal was deliberated and passed.
The second exercise period of the stock option first granted by the company’s 2018 stock option and restricted stock incentive plan expired on June 18, 2021. The seven incentive objects who met the exercise conditions of the stock option first granted by the incentive plan did not exercise during the second exercise period. The first exercise period of stock options granted in the reserved part has expired on May 28, 2021. One incentive object who meets the exercise conditions of stock options granted in the reserved part of the incentive plan has not exercised in the first exercise period. The board of directors agrees to cancel the stock options that have expired but not exercised during the exercise period.
For details, please refer to http://www.cn.info.com.cn.cn on the same day Announcement on cancellation of stock options granted by the company’s stock option and restricted stock incentive plan in 2018, which have expired and have not been exercised (Announcement No.: 2021-181).
The independent directors of the company expressed their independent opinions on this, and the specific contents are disclosed on cninfo.com.cn on the same day Relevant announcements.
（4） Deliberated and adopted the amendment of the
<信息披露管理办法>
Proposal for
After voting by the directors, it was considered and adopted with 7 affirmative votes, 0 negative votes and 0 abstention votes.
The revision of the company’s information disclosure management measures is conducive to strengthening the company’s information disclosure management, ensuring that the company correctly performs its information disclosure obligations, standardizing the company’s information disclosure, protecting the legitimate rights and interests of the company, shareholders and other stakeholders, and is in line with the securities law of the people’s Republic of China, the company law of the people’s Republic of China According to the requirements of relevant laws, regulations and rules, such as the Listing Rules of Shenzhen Stock Exchange gem (revised in 2020), the guidelines for the standardized operation of companies listed on Shenzhen Stock Exchange gem (revised in 2020), the board of directors agreed that the company should modify the relevant provisions of the information disclosure management measures in combination with the actual situation of operation and management. For details, please refer to http://www.cn.info.com.cn.cn on the same day Information disclosure management measures of Hangzhou Anysoft Information Technology Co.Ltd(300571) Technology Co., Ltd.
This proposal needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
（5） Proposal on convening the first extraordinary general meeting in 2022
After voting by the directors, it was considered and adopted with 7 affirmative votes, 0 negative votes and 0 abstention votes. It is agreed that the company will hold the first extraordinary general meeting of shareholders in 2022 by combining on-site meeting and online voting on January 17, 2022. The specific contents of the proposal are published on cninfo.com.cn on the same day Notice on convening the first extraordinary general meeting of shareholders in 2022 (Announcement No.: 2021-182).
3、 Documents for future reference
1. Resolutions of the 28th meeting of the 3rd board of directors;
2. Independent opinions of independent directors on relevant matters at the 28th meeting of the third board of directors.
It is hereby announced.
Hangzhou Anysoft Information Technology Co.Ltd(300571) board of directors December 31, 2021
