Securities code: Beijing Hezong Science&Technology Co.Ltd(300477) securities abbreviation: Beijing Hezong Science&Technology Co.Ltd(300477) Announcement No.: 2022033
Beijing Hezong Science&Technology Co.Ltd(300477)
Announcement on the resolution of the third meeting of the sixth 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 held
The third meeting of the sixth board of directors of Beijing Hezong Science&Technology Co.Ltd(300477) (hereinafter referred to as “the company” and ” Beijing Hezong Science&Technology Co.Ltd(300477) “) was held by means of communication in the conference room of the company on March 21, 2022. The notice of the meeting was sent simultaneously by e-mail and wechat on March 17, 2022. The company has nine directors, and nine directors actually attended and voted at the meeting. The meeting was presided over by Mr. Liu zegang, chairman of the board of supervisors, the Secretary of the board of directors and other senior managers of the company. The meeting was held in accordance with the relevant provisions of the company law and the articles of association.
2、 Voting at the meeting
The directors attending the meeting deliberated and voted on the following proposals:
(I) the proposal on granting restricted shares to the incentive objects of the restricted stock incentive plan in 2022 for the first time was reviewed and approved by the non affiliated directors
In accordance with the measures for the administration of equity incentive of listed companies, the Listing Rules of Shenzhen Stock Exchange on the growth enterprise market and other relevant provisions, as well as the provisions of Beijing Hezong Science&Technology Co.Ltd(300477) 2022 restricted stock incentive plan (Draft), the board of Directors considers that the granting conditions specified in the company’s 2022 restricted stock incentive plan have been met, and agrees to grant 21.43 million restricted shares for the first time on March 21, 2022, The grant price is 6.26 yuan / share, and the second type of restricted shares are granted to 134 incentive objects.
The independent directors of the company expressed their independent opinions on the proposal.
For details, please refer to the relevant announcement on the information disclosure website cninfo.com designated by the CSRC on the same day as this announcement.
As the directors Mr. Zhang Xiaoyi and Mr. Zhang Shu are the incentive objects of this restricted stock incentive plan, the related directors Mr. Zhang Xiaoyi and Mr. Zhang Shu have avoided voting in this vote.
The number of consent votes is 7; No negative votes; The number of abstentions was 0.
(II) deliberated and passed the proposal on the prediction of comprehensive credit line applied by the company and its subsidiaries to financial institutions and the prediction of guarantee line provided by the company to its subsidiaries
According to the needs of the company’s business development in 2022, in order to ensure the smooth progress of the company’s production and operation, reduce financing costs and improve capital operation efficiency, the company and its wholly-owned subsidiaries plan to apply for a comprehensive credit line of no more than 150 million yuan from relevant financial institutions and financial enterprises. At the same time, a guarantee amount of no more than 150 million yuan shall be provided for the financing business of each subsidiary within the scope of the consolidated statements. The company and its subsidiaries’ application for comprehensive credit line estimation from financial institutions and the provision of guarantee line estimation to subsidiaries need to be submitted to the fourth extraordinary general meeting of shareholders of the company in 2022 for deliberation. At the same time, the board of directors requested the general meeting of shareholders to authorize the management of the company to handle the credit and guarantee related matters of the company and its subsidiaries within the above-mentioned total line according to the actual situation, and sign relevant documents. Including but not limited to contracts, agreements, vouchers and other legal documents of credit extension, loan, financing, mortgage, pledge, guarantee, etc. The authorization is valid for 12 months from the date of deliberation and approval at the fourth extraordinary general meeting of shareholders in 2022. The single item within the above total credit and guarantee will not be separately submitted to the board of directors or the general meeting of shareholders for deliberation. The expected validity period of the credit line and the guarantee line is 12 months from the date when the proposal is considered and adopted by the fourth extraordinary general meeting of shareholders in 2022.
The independent directors of the company expressed their independent opinions on the proposal.
This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
For details, please refer to the relevant announcement on the information disclosure website cninfo.com designated by the CSRC on the same day as this announcement.
The number of consent votes is 9; No negative votes; The number of abstentions was 0.
(III) the proposal on capital and share increase and related party transactions of the holding subsidiary was deliberated and approved by the non affiliated directors. In order to optimize the equity structure of the company and reasonably allocate resources, the holding subsidiary Hunan Yacheng new materials Co., Ltd. (hereinafter referred to as “Hunan Yacheng”) plans to increase capital and share, and introduce a new investor Qingdao Heju investment partnership (limited partnership) (hereinafter referred to as “Qingdao Heju”) Qingdao xingyatu investment partnership (limited partnership), Qingdao huashidai investment partnership (limited partnership) and Qingdao Youli Shidai investment partnership (limited partnership). Among them, the partners of Qingdao Heju are the controlling shareholder, close relatives of the actual controller, directors and senior managers or their close relatives and relatives. Therefore, Qingdao Heju is a related party of the company, and this transaction constitutes a related party transaction of the listed company. Combined with the future development strategic planning and actual operation, the company plans to give up the priority subscription right to the newly increased registered capital of Hunan Yacheng. After the completion of the capital increase and share expansion of Hunan Yacheng, the registered capital will increase from RMB 427873900 to RMB 491623900, and the company’s shareholding ratio in Hunan Yacheng will decrease from 81.80% to 71.20%. There is no change in the scope of the consolidated statements, and Hunan Yacheng is still a holding subsidiary within the scope of the company’s consolidated statements.
The independent directors of the company have expressed their prior approval opinions and agreed independent opinions on the proposal. Among the investors, Wang Jing, the general partner and executive partner of Qingdao Heju, is the niece of Zhang Xiaoyi, the current director and chief financial officer of the company; Liu Yixin, the limited partner, is the daughter of Mr. Liu zegang, the controlling shareholder and actual controller of the company; Wei Yi, the limited partner, is the son of Mr. Wei Qiang, the director and general manager of the company; Zhang Dehao, a limited partner, is the son of Mr. Zhang renzeng, the former director of the company (who has left office at the expiration of the Fifth Board of directors and has not completed 12 months); Feng Zheng, a limited partner, is the former deputy general manager of the company (he has left his post at the expiration of the Fifth Board of directors and has not completed 12 months); Zhang Shu, the limited partner, is the current director, deputy general manager and Secretary of the board of directors of the company. Mr. Wei zegang, Mr. Zhang Zeqiang, and Mr. Wei zegang, Mr. Zhang Zeqiang, the related directors, have been disqualified from voting this time.
For details, please refer to the relevant announcement on the information disclosure website cninfo.com designated by the CSRC on the same day as this announcement.
The number of consent votes is 5; No negative votes; The number of abstentions was 0.
(IV) deliberated and passed the proposal on foreign investment of Sun Yat Sen company
According to the company’s strategic planning and business development needs, Guizhou yayou new materials Co., Ltd., a subsidiary of the company, plans to invest about 4 billion yuan in the basic industrial park of Weng’an Economic Development Zone to build an integrated battery grade iron phosphate project with an annual output of 300000 tons (including the whole industrial chain project of iron phosphate for acid production from phosphate rock and pyrite, hereinafter referred to as the “project”), with a land of 1120 mu. The project is planned to be constructed in two phases, The first phase of the project plans to build an annual output of 100000 tons of battery grade iron phosphate project, and the second phase of the project plans to build an annual output of 200000 tons of battery grade iron phosphate project and supporting phosphate rock acid making and pyrite acid making projects.
The independent directors of the company expressed their independent opinions on the proposal.
This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
For details, please refer to the relevant announcement on the information disclosure website cninfo.com designated by the CSRC on the same day as this announcement.
The number of consent votes is 9; No negative votes; The number of abstentions was 0.
(V) deliberated and passed the proposal on convening the fourth extraordinary general meeting of shareholders in 2022
According to the provisions of the company law and the articles of association, the company plans to propose to convene the fourth extraordinary general meeting of shareholders in 2022 on April 6, 2022.
For details, please refer to the relevant announcement on the information disclosure website cninfo.com designated by the CSRC on the same day as this announcement.
The number of consent votes is 9; No negative votes; The number of abstentions was 0. 3、 Documents for future reference: resolutions of the third meeting of the sixth board of directors. It is hereby announced.
Beijing Hezong Science&Technology Co.Ltd(300477) board of directors
February 21, 2023
