Securities code: Yunding Technology Co.Ltd(000409) securities abbreviation: Yunding Technology Co.Ltd(000409) Announcement No.: 2022008 Yunding Technology Co.Ltd(000409)
Announcement of the 23rd Meeting of the 10th board of directors
The company and all members of the board of directors guarantee that the contents of this announcement are true, accurate and complete without false records, misleading statements or major omissions.
Yunding Technology Co.Ltd(000409) ("the company") the 23rd Meeting of the 10th board of directors was held on the afternoon of March 24, 2022 in the conference room on the 18th floor of high tech Wanda J3 office building company, No. 57-1, Gongye South Road, Jinan, Shandong Province. The notice of this meeting will be sent by fax, face-to-face delivery or e-mail on March 14, 2022. Under the condition of ensuring that all directors can fully express their opinions, this meeting is held by means of on-site voting combined with communication. There are 9 directors who should participate in the voting and 9 directors who actually participate in the voting (including Mr. Bi Fangqing, Mr. Fu Jun and Mr. Li Lanming who vote by means of communication due to temporary official arrangements). Supervisors and other senior managers of the company attended the meeting as nonvoting delegates. The meeting was presided over by Mr. Liu Jian, chairman of the company. The convening and deliberation procedures of the meeting comply with the provisions of the company law of the people's Republic of China ("company law") and Yunding Technology Co.Ltd(000409) articles of Association ("articles of association") and other laws, regulations and normative documents. After voting, the meeting formed the following resolutions:
1、 The proposal on discussing and deliberating the work report of the board of directors in Yunding Technology Co.Ltd(000409) 2021 was deliberated and adopted
For details, please refer to the work report of the board of directors of Yunding Technology Co.Ltd(000409) 2021 disclosed by the company on the same day.
Voting results: 9 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
2、 The proposal on discussing and deliberating Yunding Technology Co.Ltd(000409) 2021 annual general manager's work report was deliberated and adopted
Voting results: 9 in favor, 0 against and 0 abstention.
3、 Deliberated and adopted the proposal on discussing and deliberating Yunding Technology Co.Ltd(000409) 2021 annual report and its summary
For details, please refer to the annual report of Yunding Technology Co.Ltd(000409) 2021 and the summary of Yunding Technology Co.Ltd(000409) 2021 annual report (Announcement No.: 2022010) disclosed by the company on the same day.
Voting results: 9 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
4、 The proposal on discussion and deliberation of Yunding Technology Co.Ltd(000409) 2021 annual financial report
Voting results: 9 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
5、 The proposal on discussing and deliberating the profit distribution plan for Yunding Technology Co.Ltd(000409) 2021 was deliberated and adopted
According to the audit of China Audit Asia Pacific accounting firm (special general partnership), the undistributed profit of the parent company at the end of 2021 was -144982 million yuan, the net profit attributable to the shareholders of the listed company in the consolidated financial statements of the company in 2021 was 175975 million yuan, and the net profit in the statements of the parent company in 2021 was -299347 million yuan, which was not enough to make up for the losses of previous years and did not meet the conditions for profit distribution of the company. The company plans not to distribute profits and convert capital reserve into share capital in 2021.
The independent directors of the company expressed their independent opinions.
Voting results: 9 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
6、 Deliberated and adopted the proposal on discussing and deliberating the internal control evaluation report of Yunding Technology Co.Ltd(000409) 2021
For details, please refer to the Yunding Technology Co.Ltd(000409) 2021 annual internal control evaluation report disclosed by the company on the same day.
The independent directors of the company expressed their independent opinions.
Voting results: 9 in favor, 0 against and 0 abstention.
7、 Deliberated and passed the proposal on the company's provision for asset impairment in 2021
For details, please refer to the announcement on the provision for asset impairment in 2021 (Announcement No.: 2022011) disclosed by the company on the same day.
The independent directors of the company expressed their independent opinions.
Voting results: 9 in favor, 0 against and 0 abstention.
8、 The proposal on the renewal of the company's 2022 financial audit institution and internal control audit institution was deliberated and adopted
For details, please refer to the announcement on the proposed renewal of accounting firm (Announcement No.: 2022012) disclosed by the company on the same day.
The independent directors of the company issued the independent opinions approved and agreed in advance.
Voting results: 9 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
9、 The proposal on the company's application for financing from banks and other institutions in 2022 was deliberated and passed. In order to ensure the normal development of the production and operation of the company and its subsidiaries, the company and its subsidiaries intend to apply for financing from banks and other institutions of no more than 600 million yuan in 2022, which is mainly used to repay interest bearing liabilities of previous years and supplement liquidity funds. The above financing limit is the maximum financing limit that the company plans to apply to banks and other institutions in 2022. The specific financing amount will be determined according to the actual needs of the company and its subsidiaries for production and operation and repayment of interest bearing liabilities. The financing interest rate, type and term shall be subject to the financing agreement signed.
The board of directors of the company plans to request the general meeting of shareholders to authorize the management of the company to sign financing agreements with banks or other institutions, and will not hold a separate board of directors or general meeting of shareholders for deliberation. The authorization period is from the date of deliberation and approval of the annual general meeting of shareholders in 2021 to the date of holding the annual general meeting of shareholders in 2022.
Voting results: 9 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
10、 The proposal on loans provided by related parties to the company in 2022 was deliberated and adopted
For details, please refer to the announcement on loans and related party transactions provided by related parties to the company in 2022 (Announcement No.: 2022013) disclosed by the company on the same day.
The independent directors of the company issued the independent opinions approved and agreed in advance.
Voting results: 5 in favor, 0 against and 0 abstention.
The proposal involves related party transactions, and related directors Mr. Liu Jian, Mr. Liu Bo, Mr. Cao huaixuan and Mr. Kong Lingtao have avoided voting.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
11、 The proposal on discussing and deliberating the remuneration plan of the company's directors in 2022 was deliberated and adopted
According to the completion of the company's annual business objectives and in combination with the relevant provisions of the company's remuneration management measures for directors, supervisors and senior managers, the total remuneration of the company's directors in 2021 is determined to be 3.1786 million yuan.
Combined with the company's business scale, strategic planning and referring to the industry level, it is suggested that after the company completes the business objectives in 2022, the remuneration scheme of the company's directors in 2022 is: the independent director adopts the allowance system, and the allowance standard in 2022 is 100000 yuan / person / year (including tax), which is paid on an average monthly basis; External non independent directors do not receive any remuneration and allowances in the company; The internal non Independent Directors receive remuneration according to their specific positions in the company and the relevant remuneration management system of the company, and will not receive additional allowances.
The independent directors of the company expressed their independent opinions.
Voting results: 9 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
12、 The proposal on discussing and deliberating the 2022 annual salary plan of the company's senior managers was deliberated and adopted
According to the completion of the company's annual business objectives and in combination with the relevant provisions of the company's remuneration management measures for directors, supervisors and senior managers, it is determined that the total remuneration of non directors and senior managers of the company in 2021 is RMB 1810600.
In combination with the company's business scale, strategic planning and with reference to the industry level, the remuneration scheme for the company's senior managers in 2022 is approved as follows: according to the specific positions held by the company's senior managers in the company and the completion of the company's business indicators in 2022 audited by the annual audit accountant, the remuneration and assessment committee of the board of directors of the company shall determine it in accordance with the company's remuneration management measures and assessment policies.
The independent directors of the company expressed their independent opinions.
Voting results: 9 in favor, 0 against and 0 abstention.
13、 Deliberated and passed the proposal on the company's compliance with the conditions for non-public development of shares
The company plans to issue RMB ordinary shares ("this non-public offering") to the controlling shareholder Shandong Energy Group Co., Ltd. ("shanneng group"). According to the securities law of the people's Republic of China ("Securities Law"), the company law, the measures for the administration of securities issuance of listed companies, the detailed rules for the implementation of non-public offering of shares by listed companies and other relevant laws, regulations, rules and other normative documents, and in combination with the actual situation of the company, the company has conducted self-examination and demonstration item by item, and the company believes that it complies with the current laws, regulations Provisions on non-public offering of shares in regulations and other normative documents.
The independent directors of the company issued the independent opinions approved and agreed in advance.
This proposal involves related party transactions, and related directors Mr. Liu Jian, Mr. Liu Bo, Mr. Cao huaixuan and Mr. Kong Lingtao have avoided voting.
Voting results: 5 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
14、 Deliberated and passed the proposal on the company's non-public development of shares
The company plans to issue RMB ordinary shares to the controlling shareholder dongshanneng group in a non-public manner. With regard to the non-public offering plan, the board of directors considered the following sub proposals one by one:
(I) type and par value of issued shares
The shares of this non-public offering are RMB common shares listed in China. The par value of each share is RMB 1.00.
This sub proposal involves related party transactions, and related directors Mr. Liu Jian, Mr. Liu Bo, Mr. Cao huaixuan and Mr. Kong Lingtao have avoided voting.
Voting results: 5 in favor, 0 against and 0 abstention.
(II) issuing method and time
This non-public offering adopts the method of non-public offering to specific objects. After the issuance is approved by the China Securities Regulatory Commission ("CSRC"), the company will choose an appropriate time to issue to specific objects within the validity period specified by the CSRC.
This sub proposal involves related party transactions, and related directors Mr. Liu Jian, Mr. Liu Bo, Mr. Cao huaixuan and Mr. Kong Lingtao have avoided voting.
Voting results: 5 in favor, 0 against and 0 abstention.
(III) issuing object and subscription method
The object of this non-public offering is dongshanneng group, the company's controlling share. If national laws and regulations have new provisions on the issuing object of non-public offering of shares, the company will adjust according to the new provisions. The objects of this non-public offering subscribe for the shares of the company in cash.
This sub proposal involves related party transactions, and related directors Mr. Liu Jian, Mr. Liu Bo, Mr. Cao huaixuan and Mr. Kong Lingtao have avoided voting.
Voting results: 5 in favor, 0 against and 0 abstention.
(IV) issuing price and pricing principle
The pricing benchmark date of this non-public offering is the announcement date of the resolution on the non-public offering plan deliberated and adopted at the meeting of the board of directors. The issue price of this non-public offering is 5.66 yuan / share, Not less than 80% of the average trading price of the company's shares on the 20 trading days before the pricing benchmark date (average trading price of the shares on the 20 trading days before the pricing benchmark date = total trading volume of the shares on the 20 trading days before the pricing benchmark date / total trading volume of the shares on the 20 trading days before the pricing benchmark date) and the higher of the company's latest audited net assets per share attributable to the shareholders of the parent company (keep two decimal places and round up).
If the company's shares are subject to ex right and ex interest matters such as dividend distribution, share distribution and conversion of capital reserve into share capital from the pricing base date to the Issuance Date (if the company is priced according to the latest audited net assets per share attributable to the shareholders of the parent company, then from the latest audited balance sheet date to the issuance date), the issuance price of this non-public offering will be adjusted accordingly.
This sub proposal involves related party transactions, and related directors Mr. Liu Jian, Mr. Liu Bo, Mr. Cao huaixuan and Mr. Kong Lingtao have avoided voting.
Voting results: 5 in favor, 0 against and 0 abstention.
(V) issued quantity
The total number of shares in this non-public offering shall not exceed 153279347 shares (including 153279347 shares). If the total amount of funds to be raised or the total number of shares to be issued in this non-public offering is adjusted due to changes in regulatory policies or the requirements of the issuance approval documents, the number of shares in this non-public offering will be adjusted accordingly. If the company has ex rights matters such as share distribution and conversion of capital reserve into share capital from the pricing benchmark date to the issuance date, the number of shares in this non-public offering will be adjusted with the total number of shares of the company after ex rights. The final issuance quantity shall be determined by the board of directors of the company through consultation with the sponsor (lead underwriter) in accordance with the authorization of the general meeting of shareholders and relevant rules of the CSRC.
This sub proposal involves
