Securities code: 300752 securities abbreviation: Shenzhen Longli Technology Co.Ltd(300752) Announcement No.: 2022-002 Shenzhen Longli Technology Co.Ltd(300752)
Announcement of resolutions of the 31st meeting of the second 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, and there are no false records, misleading statements or major omissions.
1、 Convening of board meeting
The notice of the 31st meeting of the second board of directors of Shenzhen Longli Technology Co.Ltd(300752) (hereinafter referred to as “the company”) was delivered to all directors by mail and telephone on January 5, 2022. The meeting was held at 10:00 a.m. on January 8, 2022 in the conference room of building g, Guanghao Industrial Park, Queshan Road, Gaofeng community, Dalang street, Longhua District, Shenzhen by means of on-site voting and communication voting. The meeting was presided over by the chairman, Ms. LV Xiaoxia. The number of people who should attend the meeting was 7, and the actual number of people who attended the meeting was 7; Supervisors and some senior executives attended the meeting as nonvoting delegates. The convening and convening procedures of this meeting comply with the provisions of the company law of the people’s Republic of China and the articles of association, and the resolutions formed at the meeting are legal and effective.
2、 Deliberations of the board meeting
The meeting voted by open ballot to consider and adopt the following matters:
1. Deliberated and passed the proposal on the company’s plan for issuing shares to specific objects (Revised Draft)
In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation), the detailed rules for the implementation of non-public offering of shares by listed companies and other relevant laws, regulations and normative documents, and in combination with the specific conditions of this amendment, The company has prepared the plan for Shenzhen Longli Technology Co.Ltd(300752) issuing shares to specific objects (Revised Version).
All independent directors of the company have expressed their prior approval opinions and independent opinions on this proposal. See the gem information disclosure website designated by the CSRC for details.
Voting results: 7 in favor, 0 against and 0 abstention.
According to the authorization of the third extraordinary general meeting of shareholders in 2021, this proposal does not need to be submitted to the general meeting of shareholders for deliberation.
The specific contents of this proposal are detailed in the company’s website on the same day（ http://www.cn.info.com.cn. ）The Shenzhen Longli Technology Co.Ltd(300752) plan for issuing shares to specific objects (Revised Version) disclosed.
2. The proposal on the demonstration and analysis report (Revised Draft) on the company’s stock issuance scheme to specific objects was reviewed and adopted. The company, in accordance with the requirements of the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation) and other relevant laws, regulations and normative documents, In combination with the specific conditions of this revision, the company has prepared the demonstration and analysis report of Shenzhen Longli Technology Co.Ltd(300752) stock issuance scheme to specific objects (Revised Draft).
All independent directors of the company have expressed their prior approval opinions and independent opinions on this proposal. See the gem information disclosure website designated by the CSRC for details.
Voting results: 7 in favor, 0 against and 0 abstention.
According to the authorization of the third extraordinary general meeting of shareholders in 2021, this proposal does not need to be submitted to the general meeting of shareholders for deliberation.
The specific contents of this proposal are detailed in the company’s website on the same day（ http://www.cn.info.com.cn. ）The Shenzhen Longli Technology Co.Ltd(300752) demonstration and analysis report on the scheme of issuing shares to specific objects (Revised Version) disclosed.
3. Deliberated and passed the proposal on the feasibility analysis report (Revised Draft) on the use of funds raised by the company issuing shares to specific objects
In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation), the detailed rules for the implementation of non-public offering of shares by listed companies (revised in 2020) and other relevant laws, regulations and normative documents, and in combination with the specific conditions of this amendment, The company has prepared the feasibility analysis report on the use of funds raised by Shenzhen Longli Technology Co.Ltd(300752) issuing shares to specific objects (Revised Version).
All independent directors of the company have expressed their prior approval opinions and independent opinions on this proposal. See the gem information disclosure website designated by the CSRC for details.
Voting results: 7 in favor, 0 against and 0 abstention.
According to the authorization of the third extraordinary general meeting of shareholders in 2021, this proposal does not need to be submitted to the general meeting of shareholders for deliberation.
The specific contents of this proposal are detailed in the company’s website on the same day（ http://www.cn.info.com.cn. ）The feasibility analysis report on the use of funds raised by Shenzhen Longli Technology Co.Ltd(300752) issuing shares to specific objects (Revised Version) disclosed.
4. Deliberated and passed the proposal on filling measures and risk tips (Revised Version) for diluting immediate return by issuing shares to specific objects
In order to protect the interests of small and medium-sized investors, the company carefully analyzed the impact of diluting the immediate return on the company’s main financial indicators on the issue of shares to specific objects, combined with the specific situation of this revision, and put forward specific measures to fill the diluted immediate return.
All independent directors of the company have expressed their prior approval opinions and independent opinions on this proposal. See the gem information disclosure website designated by the CSRC for details.
Voting results: 7 in favor, 0 against and 0 abstention.
According to the authorization of the third extraordinary general meeting of shareholders in 2021, this proposal does not need to be submitted to the general meeting of shareholders for deliberation.
The specific contents of this proposal are detailed in the company’s website on the same day（ http://www.cn.info.com.cn. ）Announcement on filling measures and risk tips (Revised Version) for diluting immediate return by issuing shares to specific objects.
5. The proposal on the achievement of the second release period of the first grant part and the release conditions of the first release period of the reserved grant part of the restricted stock incentive plan in 2019 was reviewed and approved
According to the measures for the administration of equity incentive of listed companies, the 2019 restricted stock incentive plan (Draft) and other relevant provisions, the conditions for the release of restrictions in the second release period of the first granted part and the first release period of the reserved granted part of the company’s restricted stock incentive plan in 2019 have been achieved, and the company’s performance in 2020 100 incentive objects passed the personal assessment and rating assessment in 2020, met the conditions for lifting the restrictions on sales, and the subject qualification of incentive objects was legal and effective, in line with the relevant provisions of the company’s measures for the administration of the implementation and assessment of restricted stock incentive plan in 2019. The company plans to go through the procedures for lifting the restrictions on sales and listing and circulation of 2650732 shares (accounting for 1.26% of the company’s current total share capital) of 100 incentive objects who meet the conditions for lifting the restrictions on sales.
Li Yan and Zhuang Shiqiang, the directors of the company, are the incentive objects granted for the first time in the restricted stock incentive plan. They are the affiliated directors of the proposal and avoid voting when considering the proposal. The incentive object Wu Xinyi is the brother of director Wu Xinli. Therefore, directors Wu Xinli and LV Xiaoxia avoided voting on the proposal.
It shall be voted by three other non affiliated directors.
Voting results: 3 in favor, 0 against and 0 abstention.
The specific contents of this proposal are detailed in the company’s website on the same day（ http://www.cn.info.com.cn. ）The announcement on the achievement of the second release period of the first grant part of the restricted stock incentive plan in 2019 and the release conditions of the first release period of the reserved grant part.
6. The proposal on repurchasing and canceling the first granted part and reserved granted part of the restricted stock incentive plan in 2019 and adjusting the repurchase quantity and repurchase price was reviewed and passed
Whereas Guo Lili and Li Yang, the incentive objects first granted by the company’s restricted stock incentive plan in 2019, failed to meet the incentive conditions due to their personal assessment and rating in the second lifting of the restriction period, Yu Shangshui and Fan Wei’s resignation; Li Zhenhua, the incentive object reserved for grant, failed to pass the personal assessment rating due to the first lifting of the sales restriction period, and Liu Zhenhua did not meet the incentive conditions due to his resignation. According to the relevant provisions of the company’s 2019 restricted stock incentive plan (Draft), the company will repurchase and cancel 121597 restricted shares (number of shares after share conversion) granted to the above six persons but not lifted. The repurchase cancellation will be carried out after the company’s profit distribution and the conversion of capital reserve into share capital in 2020. The repurchase quantity and repurchase price need to be adjusted in accordance with the relevant provisions of the 2019 restricted stock incentive plan (Draft). After the cancellation of this repurchase, the repurchase quantity will be adjusted from 76000 shares to 121597 shares; The repurchase price of the first granted part is still 9.1031 yuan / share, and the repurchase price of the reserved part is adjusted from 7.8436 yuan / share to 7.8438 yuan / share.
All independent directors of the company have expressed their independent opinions on this proposal. See the gem information disclosure website designated by the CSRC for details.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders for deliberation and approval.
Details of this motion were published on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Announcement on repurchase and cancellation of the first granted part and reserved granted part of the restricted stock incentive plan in 2019 and adjustment of the repurchase quantity and repurchase price.
7. The proposal on changing the company’s registered capital, amending the articles of association and handling the change of industrial and commercial registration was reviewed and passed. The company’s 2020 annual profit distribution and capital reserve into share capital plan and convertible corporate bonds into shares were completed, resulting in the change of the company’s registered capital, which has been changed from 192602192 yuan to 209976174 yuan, The total number of shares of the company was changed from 192602192 shares to 209976174 shares.
Meanwhile, after the company repurchases and cancels 121597 restricted shares granted but not yet deregulated to some incentive objects who do not meet the incentive conditions, the total share capital of the company will change. After the repurchase and cancellation of restricted shares, the registered capital of the company will be changed from 209976174 yuan to 209854577 yuan, and the total share capital of the company will be changed from 209976174 shares to 209854577 shares. The general meeting of shareholders is requested to authorize the board of directors of the company to appoint special personnel to handle subsequent industrial and commercial change registration, filing of articles of association and other related matters. The validity period of authorization is from the date of deliberation and approval by the general meeting of shareholders to the date of completion of this relevant industrial and commercial change registration and filing of articles of association.
This proposal shall be submitted to the general meeting of shareholders for deliberation and approval.
Voting results: 7 in favor, 0 against and 0 abstention.
For details of this motion, please refer to the company’s website on the same day（ http://www.cn.info.com.cn. ）The announcement on changing the company’s registered capital, amending the articles of association and handling the change of industrial and commercial registration disclosed.
8. The proposal on requesting the company to hold the first extraordinary general meeting of shareholders in 2022 was reviewed and adopted
The meeting agreed to hold the company’s first extraordinary general meeting of shareholders in 2022 at 14:30 p.m. on January 25, 2022 in the company’s conference room. This general meeting of shareholders was held by combining on-site meeting and online voting.
Voting results: 7 in favor, 0 against and 0 abstention.
For details of this motion, please refer to the company’s website on the same day（ http://www.cn.info.com.cn. ）Notice on convening the first extraordinary general meeting of shareholders in 2022 disclosed.
3、 Documents for future reference
1. Resolutions of the 31st meeting of the second board of directors;
2. Independent opinions of independent directors on matters related to the 31st meeting of the second board of directors;
3. Prior approval opinions of independent directors on matters related to the 31st meeting of the second board of directors.
It is hereby announced.
Shenzhen Longli Technology Co.Ltd(300752)
Board of directors
January 8, 2022
