Securities code: Yunding Technology Co.Ltd(000409) securities abbreviation: Yunding Technology Co.Ltd(000409) Announcement No.: 2022009 Yunding Technology Co.Ltd(000409)
Announcement of resolutions of the 11th meeting of the 10th board of supervisors
The company and all members of the board of supervisors 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 11th meeting of the 10th board of supervisors was held on the afternoon of March 24, 2022 in the conference room on the 18th floor of high tech Wanda J3 office building, No. 57-1, Gongye South Road, Lixia District, Jinan. The notice of this meeting will be sent by fax, mail and delivery on March 14, 2022. This meeting adopts on-site voting, with 3 supervisors who should vote and 3 supervisors who actually vote. The meeting was presided over by Mr. Shan Guanghui, chairman of the board of supervisors. The convening and deliberation procedures of the meeting comply with the provisions of the company law of the people's Republic of China, 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 Yunding Technology Co.Ltd(000409) 2021 annual work report of the board of supervisors was deliberated and adopted
For details, please refer to the work report of the board of supervisors for Yunding Technology Co.Ltd(000409) 2021 disclosed by the company on the same day.
Voting results: 3 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、 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: 3 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.
3、 The proposal on discussion and deliberation of Yunding Technology Co.Ltd(000409) 2021 annual financial report
There were 0 affirmative votes and 3 abstention votes.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
4、 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.
Voting results: 3 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、 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.
Voting results: 3 in favor, 0 against and 0 abstention.
6、 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.
Voting results: 3 in favor, 0 against and 0 abstention.
7、 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.
Voting results: 3 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.
8、 The proposal on discussing and deliberating the remuneration plan of the company's supervisors 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 supervisors in 2021 is determined to be 424100 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 supervisors in 2022 is as follows: external supervisors will not receive any remuneration and allowances in the company; The employee supervisor shall receive the salary according to the specific position he holds in the company and the relevant salary management system of the company, and will not receive another allowance.
Voting results: 3 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、 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.
Voting results: 3 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、 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 supervisors 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 (A shares) listed in China. The par value of each share is RMB 1.00.
Voting results: 3 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.
Voting results: 3 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.
Voting results: 3 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.
Voting results: 3 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.
Voting results: 3 in favor, 0 against and 0 abstention.
(VI) restricted period for issuing shares
The shares of this non-public offering subscribed by the issuing object shall not be transferred within 36 months from the date of issuance. If there are other provisions or requirements of the CSRC or Shenzhen Stock Exchange, such provisions or requirements shall prevail. The issuing object subscribing for the company's shares increased due to the company's share offering, capital reserve conversion and other matters of this non-public offering shall abide by the above arrangement of the sales restriction period.
Voting results: 3 in favor, 0 against and 0 abstention.
(VII) place of listing
The shares of this non-public offering will be listed on Shenzhen Stock Exchange.
Voting results: 3 in favor, 0 against and 0 abstention.
(VIII) arrangement of accumulated undistributed profits
The accumulated undistributed profits not distributed before the completion of this non-public offering will be shared by all shareholders after the completion of this non-public offering according to the shareholding ratio after the completion of this non-public Development Bank.
Voting results: 3 in favor, 0 against and 0 abstention.
(IX) term of validity of the resolution on this non-public offering
The resolution on this non-public offering of shares shall be valid within 12 months from the date of deliberation and adoption by the general meeting of shareholders. If the company has obtained the approval document from the CSRC within the validity period, the validity period will be automatically extended to the date of completion of this non-public offering.
Voting results: 3 in favor, 0 against and 0 abstention.
(x) purpose of raised funds
The total amount of funds raised from this non-public offering of shares shall not exceed 86756110402 yuan, which will be used to repay debts and supplement working capital after deducting the issuance expenses.
Voting results: 3 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
11、 Deliberated and passed the proposal on discussing and deliberating Yunding Technology Co.Ltd(000409) 2022 annual non-public development bank stock plan
For details, please refer to Yunding Technology Co.Ltd(000409) 2022 non-public development bank stock plan disclosed by the company on the same day.
Voting results: 3 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 considering the feasibility analysis report on the use of funds raised by Yunding Technology Co.Ltd(000409) non-public development banks was deliberated and adopted
For details, please refer to the feasibility analysis report on the use of Yunding Technology Co.Ltd(000409) non public development bank stock raised funds disclosed by the company on the same day.
Voting results: 3 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.
13、 The proposal that the company does not need to prepare the report on the use of the previously raised funds was reviewed and approved. For details, please refer to the announcement of Yunding Technology Co.Ltd(000409) on the explanation that the company does not need to prepare the report on the use of the previously raised funds (Announcement No.: 2022014) disclosed by the company on the same day.
Voting results: 3 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、 The proposal on diluting immediate return and filling measures of non-public Development Bank shares of the company was deliberated and adopted. For details, please refer to the announcement of Yunding Technology Co.Ltd(000409) on diluting immediate return of non-public Development Bank shares, filling measures taken by the company and commitments of relevant subjects disclosed by the company on the same day (Announcement No.: 2022015). Voting results: 3 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.
15、 The proposal on several commitments made by the controlling shareholders, directors and senior managers of the company on filling the immediate return was deliberated and adopted
For details, please refer to the announcement of Yunding Technology Co.Ltd(000409) on diluting the immediate return of non-public Development Bank shares, the company's filling measures and the commitments of relevant subjects disclosed by the company on the same day (Announcement No.: 2022015)
