Securities code: Youon Technology Co.Ltd(603776) securities abbreviation: Youon Technology Co.Ltd(603776) Announcement No.: 2022014
Convertible bond Code: 113609 bond abbreviation: Yong’an convertible bond
Youon Technology Co.Ltd(603776)
Announcement of resolutions of the 18th meeting of the third board of directors
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
1、 Meetings of the board of directors
Youon Technology Co.Ltd(603776) (hereinafter referred to as “the company”) the 18th meeting of the third board of directors (hereinafter referred to as “the meeting”) was held at 10:30 on April 12, 2022 by means of on-site and communication voting. The notice of this meeting was sent to all directors by email on April 2, 2022. There are 7 directors who should attend the meeting and 7 directors who actually attend the meeting. The meeting was presided over by Mr. Sun Jisheng, chairman of the company, and the supervisors and senior managers of the company attended the meeting as nonvoting delegates. The meeting was held in accordance with the relevant provisions of the company law of the people’s Republic of China and the articles of association, and the meeting was legal and valid.
2、 Deliberations of the board meeting
(I) deliberated and passed the proposal on the work report of the general manager of the company in 2021
Voting results: 7 in favor, 0 against, 0 abstention and 0 avoidance.
(II) deliberated and passed the proposal on the work report of the board of directors in 2021
Voting results: 7 in favor, 0 against, 0 abstention and 0 avoidance.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(III) deliberated and passed the proposal on the work report of the company’s independent directors in 2021
Voting results: 7 in favor, 0 against, 0 abstention and 0 avoidance.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) And the report on the work of independent directors in Youon Technology Co.Ltd(603776) 2021 on the media designated by the company for disclosure.
This proposal needs to be submitted to the general meeting of shareholders of the company for hearing.
(IV) deliberated and passed the proposal on the performance report of the audit committee of the board of directors in 2021
Voting results: 7 in favor, 0 against, 0 abstention and 0 avoidance.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) And the 2021 performance report of the audit committee of Youon Technology Co.Ltd(603776) board of directors on the media designated by the company for disclosure.
(V) deliberated and passed the proposal on the company’s financial final accounts in 2021 and financial budget report in 2022
Voting results: 7 in favor, 0 against, 0 abstention and 0 avoidance.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(VI) the proposal on the full text and summary of the company’s 2021 annual report was reviewed and passed
Voting results: 7 in favor, 0 against, 0 abstention and 0 avoidance.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) And the full text and abstract of Youon Technology Co.Ltd(603776) 2021 annual report on the media designated by the company for disclosure.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(VII) the proposal on internal control evaluation report in 2021 was considered and passed
Independent directors expressed their independent opinions on the proposal.
Voting results: 7 in favor, 0 against, 0 abstention and 0 avoidance.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) And the Youon Technology Co.Ltd(603776) 2021 annual internal control evaluation report on the media designated by the company for disclosure.
(VIII) deliberated and passed the proposal on the special report on the deposit and actual use of the company’s raised funds in 2021
In accordance with the provisions of the guidelines on self discipline supervision of listed companies of Shanghai Stock Exchange No. 1 – standardized operation and the guidelines on the format of No. 1 temporary announcement of the memorandum on daily information disclosure of listed companies No. 16 special report on the deposit and actual use of raised funds of listed companies issued by Shanghai stock exchange, The company has prepared the special report on the deposit and actual use of raised funds in Youon Technology Co.Ltd(603776) 2021.
Independent directors expressed their independent opinions on the proposal.
Voting results: 7 in favor, 0 against, 0 abstention and 0 avoidance.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) And the special report of Youon Technology Co.Ltd(603776) on the deposit and actual use of raised funds in 2021 (2022016) on the media designated by the company for disclosure.
(IX) deliberated and passed the proposal on renewing the appointment of accounting firms
The company plans to continue to employ Rongcheng Certified Public Accountants (special general partnership) as the company’s audit institution in 2022 to provide the company with financial report audit and internal control audit services in 2022, and request the general meeting of shareholders to authorize the company’s management to negotiate with Rongcheng certified public accountants to determine the relevant audit fees in 2022 according to the market conditions, specific audit requirements and audit scope.
Independent directors expressed their independent opinions on the proposal.
Voting results: 7 in favor, 0 against, 0 abstention and 0 avoidance.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) And the announcement on renewing the appointment of accounting firms (2022017) on the media designated by the company for disclosure.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(x) the proposal on the company’s profit distribution plan for 2021 was reviewed and passed
The company plans to distribute a cash dividend of 1 yuan (including tax) to all shareholders for every 10 shares based on the total share capital registered on the equity distribution registration date in 2021 minus the number of shares in the company’s special repurchase account. As of March 31, 2022, the total share capital of the company is 233425866 shares. After deducting 2750000 shares held in the special securities account for repurchase on the same day, the total cash dividend to be distributed is 2306758660 yuan (including tax). Before the equity registration date of equity distribution, if the total share capital of the company is changed due to the conversion of convertible bonds into shares, share repurchase and cancellation, share repurchase and cancellation of equity incentive grant, major asset restructuring and share repurchase and cancellation, the company plans to adopt the principle of unchanged total cash distribution and adjust the amount of cash dividend per share accordingly.
Independent directors expressed their independent opinions on the proposal.
Voting results: 7 in favor, 0 against, 0 abstention and 0 avoidance.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) And the announcement of profit distribution plan for 2021 (2022018) on the media designated by the company for disclosure.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
（11） The proposal on using some idle raised funds and self owned funds for cash management was reviewed and passed
In order to improve the efficiency of raised funds and self owned funds, make rational use of some idle raised funds and self owned funds, increase the company’s income and obtain more returns for the company and shareholders without affecting the construction and use of raised funds and the safety of raised funds and self owned funds. The company plans to use the idle raised funds of public issuance of A-share convertible corporate bonds with an amount of no more than 400 million yuan and its own funds with an amount of no more than 400 million yuan for cash management in a timely manner. The investment period is within 12 months from the date of deliberation and approval by the board of directors of the company. Within the above-mentioned period and limit, the funds can be used on a rolling basis, and the management of the company is authorized to handle relevant matters.
Independent directors expressed their independent opinions on the proposal.
Voting results: 7 in favor, 0 against, 0 abstention and 0 avoidance.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) And the announcement on cash management using some idle raised funds and self owned funds (2022019) on the media designated by the company for disclosure.
（12） The proposal on adjusting the implementation progress of some raised investment projects was reviewed and passed
Combined with the actual construction situation and investment progress of the company’s investment projects with raised funds, in order to ensure that the construction of the projects with raised funds is more in line with the interests and needs of the company, the company plans to adjust the time for the “construction project of technology R & D center” to reach the expected usable state to 2022 without changing the project implementation subject and the investment purpose of the raised funds. In addition, there are no other changes in the investment projects of the raised funds. Independent directors expressed their independent opinions on the proposal.
Voting results: 7 in favor, 0 against, 0 abstention and 0 avoidance.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) And the announcement on adjusting the implementation progress of some raised investment projects (2022020) on the media designated by the company for disclosure.
（13） The proposal on special instructions for the occupation of non operating funds and other related capital transactions of the company was reviewed and passed, and the independent directors expressed their independent opinions on the proposal.
Voting results: 7 in favor, 0 against, 0 abstention and 0 avoidance.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) And the special instructions on the occupation of Youon Technology Co.Ltd(603776) non operating funds and other related capital transactions on the media designated by the company for disclosure.
（14） The proposal on the company’s application for comprehensive credit line of bank loans was reviewed and passed
According to the business development plan and financial situation of the company and its subsidiaries, in order to ensure the completion of the annual business plan and objectives and meet the needs of operating funds, the company and its subsidiaries intend to apply to the bank for a comprehensive credit line with a total amount of no more than RMB 1 billion in 2022, which is from the date of deliberation and approval of the company’s 2021 annual general meeting to the date of holding the 2022 annual general meeting. Submit to the general meeting of shareholders of the company to authorize the chairman of the company or his authorized representative to handle relevant business on behalf of the company within the above credit line and sign relevant legal documents according to the needs of actual business conditions.
Voting results: 7 in favor, 0 against, 0 abstention and 0 avoidance.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) And the announcement on applying for comprehensive credit line of bank loans (2022021) on the media designated by the company for disclosure.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
（15） The proposal on adjusting the organizational structure of the company was reviewed and passed
The board of directors agreed to adjust the organizational structure of the company.
Voting results: 7 in favor, 0 against, 0 abstention and 0 avoidance.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) And the announcement on adjusting the company’s organizational structure (2022022) on the media designated by the company for disclosure.
（16） The proposal on convening the 2021 annual general meeting of shareholders of the company was reviewed and passed
The board of directors agreed to hold the 2021 annual general meeting of shareholders of the company. The notice of the general meeting of shareholders is published on the website of Shanghai Stock Exchange (www.sse. Com. CN.) And the notice of Youon Technology Co.Ltd(603776) on convening the 2021 annual general meeting of shareholders (2022023) on the media designated by the company for disclosure.
Voting results: 7 in favor, 0 against, 0 abstention and 0 avoidance.
It is hereby announced.
Youon Technology Co.Ltd(603776) board of directors April 13, 2022
