Securities code: Ylz Information Technology Co.Ltd(300096) securities abbreviation: Ylz Information Technology Co.Ltd(300096) Announcement No.: 2022036 Ylz Information Technology Co.Ltd(300096)
Announcement of resolutions of the 10th meeting of the 5th board of supervisors
The company and all members of the board of supervisors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Meetings held
From 16:30 to 17:30 p.m. on April 25, 2022, the 10th meeting of the 5th board of supervisors of Ylz Information Technology Co.Ltd(300096) (hereinafter referred to as “the company”) was held by combining on-site and communication. The notice of the meeting proposed to convene this meeting was sent by telephone, wechat, e-mail and other means on April 14, 2022. There were 3 supervisors who should attend the meeting and 3 supervisors who actually attended the meeting. The meeting was convened and presided over by Ms. Shi Xuelian, chairman of the board of supervisors. The convening and convening of this meeting comply with the relevant provisions of the company law of the people’s Republic of China and other laws, administrative regulations, departmental rules and the articles of association, and the agreed matters are legal and valid.
2、 Voting at the meeting
After careful deliberation, all supervisors formed the following resolutions by means of written voting:
(I) review and approve the company’s 2021 annual report and 2021 annual report summary
After review, the board of supervisors believes that the procedures for the preparation and review of the company’s 2021 annual report and the summary of the 2021 annual report by the board of directors comply with laws, administrative regulations and the provisions of the CSRC. The contents of the report truly, accurately and completely reflect the actual situation of the listed company, and there are no false records, misleading statements or major omissions.
For details of the company’s 2021 annual report and 2021 annual report summary, the company published them on the same day on cninfo.com, the information disclosure website designated by the CSRC（ http://www.cn.info.com.cn. ）On the announcement.
Voting results: 3 affirmative votes, 0 negative votes and 0 abstention votes. Adopted by vote.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(II) review and approve the work report of the board of supervisors in 2021
During the reporting period, the board of supervisors of the company, in accordance with the company law, the securities law, the articles of association, the rules of procedure of the board of supervisors and other relevant provisions, scrupulously performed their duties, exercised due diligence, supervised the legal operation of the company and the performance of the directors and senior managers of the company, and actively safeguarded the legitimate rights and interests of the company and shareholders. For details of the work report of the board of supervisors in 2021, the company published it on cninfo.com, the information disclosure website designated by the CSRC on the same day（ http://www.cn.info.com.cn. ）Announcements on.
Voting results: 3 affirmative votes, 0 negative votes and 0 abstention votes. Adopted by vote.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(III) review and approve the company’s 2021 annual financial statement report
After review, the board of supervisors believes that the company’s financial system is sound and the financial management is standardized, and the company’s 2021 financial statement fairly reflects the company’s financial situation and operating results in 2021.
For details of the company’s 2021 annual financial statement, the company published it on cninfo.com, the information disclosure website designated by the CSRC on the same day（ http://www.cn.info.com.cn. ）Announcements on.
Voting results: 3 affirmative votes, 0 negative votes and 0 abstention votes. Adopted by vote.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(IV) review and approve the company’s 2021 internal control self evaluation report
After review, the board of supervisors believes that the company has formed a relatively systematic corporate governance framework, established a relatively perfect internal control system and has been effectively implemented, ensured the orderly development of the company’s business activities, protected the safety and integrity of the company’s assets, and provided a reasonable guarantee for the preparation of true and fair financial statements. The company’s self-evaluation report on internal control in 2021 truly and objectively reflects the construction and operation of the company’s internal control system.
For details of the company’s self-evaluation report on internal control in 2021, it was published on cninfo.com, the information disclosure website designated by the CSRC on the same day（ http://www.cn.info.com.cn. ）Announcements on.
Voting results: 3 affirmative votes, 0 negative votes and 0 abstention votes. Adopted by vote.
(V) review and approve the company’s 2021 profit distribution plan
After review, the board of supervisors believes that the company’s proposed no profit distribution in 2021 is in line with the actual operation of the company, the company law, the articles of association, the shareholder return plan for the next three years (20212023) and the company’s relevant profit distribution policies, and does not harm the interests of the company’s shareholders, especially the minority shareholders.
Voting results: 3 affirmative votes, 0 negative votes and 0 abstention votes. Adopted by vote.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(VI) deliberated and passed the company’s proposal on the remuneration plan of supervisors in 2022
After review, the board of supervisors believes that the remuneration plan of supervisors for 2022 fully considers the actual operation of the company and the remuneration level of the industry, complies with the provisions of relevant laws, regulations and the articles of association, is conducive to the steady development of the company, promotes the realization of the company’s strategic objectives, and does not damage the interests of the company and all shareholders, especially the interests of minority shareholders.
Voting results: 3 affirmative votes, 0 negative votes and 0 abstention votes. Adopted by vote.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(VII) the proposal on capital reduction and related party transactions of Fujian Ylz Information Technology Co.Ltd(300096) yidaxun Education Technology Co., Ltd., a holding subsidiary of the company, was reviewed and approved
After deliberation, the board of supervisors believes that the capital reduction and related party transactions of the company’s holding subsidiaries are conducive to the optimization of the company’s resource allocation, in line with the interests of all shareholders and the company’s development strategy, the deliberation procedures are in line with the company law, the GEM Listing Rules of Shenzhen Stock Exchange, the articles of association and the company’s decision-making system for related party transactions, and there is no harm to the company and all shareholders, Especially the interests of minority shareholders. For details of the announcement on capital reduction of holding subsidiaries and related party transactions, the company published it on cninfo.com, the information disclosure website designated by the CSRC on the same day（ http://www.cn.info.com.cn. ）Announcements on.
Voting results: 3 affirmative votes, 0 negative votes and 0 abstention votes. Adopted by vote.
(VIII) deliberation and approval of the company’s proposal on the acquisition of real estate and related party transactions by holding subsidiaries through the purchase of equity
After deliberation, the board of supervisors held that the acquisition of real estate and related party transactions by the holding subsidiary of the company through the purchase of equity is conducive to meeting the actual operation and development needs of the holding subsidiary of the company, ensuring the stability of its office space, and in line with the interests of all shareholders and the development strategy of the company, The review procedures comply with the relevant provisions of the company law, Shenzhen Stock Exchange GEM Listing Rules, the articles of association and the company’s related party transaction decision-making system, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders.
For details of the announcement on the acquisition of real estate and related party transactions by holding subsidiaries through the purchase of equity, the company published it on cninfo.com, the information disclosure website designated by the CSRC on the same day（ http://www.cn.info.com.cn. ）On the announcement.
Voting results: 3 affirmative votes, 0 negative votes and 0 abstention votes. Adopted by vote.
(IX) deliberated and passed the company’s proposal on supplementary confirmation of related party transactions
After deliberation, the board of supervisors held that the company’s supplementary confirmation of related party transactions was based on the research and judgment made by the company based on the continuous loss of operation since the establishment of Yifang technology and the difficulty of realizing business income in line with the company’s overall plan. The related party transactions between the company and related parties were conducted on the principle of fairness and fairness, and the deliberation and voting procedures of the meeting were in line with the provisions of relevant laws and regulations, The related party transaction will not have a significant impact on the company’s financial status and operating results, and there is no situation that damages the interests of the company’s shareholders, especially the minority shareholders.
For details of the announcement on supplementary confirmation of connected transactions, the company published it on cninfo.com, the information disclosure website designated by the CSRC on the same day（ http://www.cn.info.com.cn. ）On the announcement.
Voting results: 3 affirmative votes, 0 negative votes and 0 abstention votes. Adopted by vote.
(x) the full text of the company’s report for the first quarter of 2022 was reviewed and approved
After review, the board of supervisors believes that the procedures for the preparation and review of the full text of the company’s report for the first quarter of 2022 by the board of directors comply with laws, administrative regulations and the provisions of the CSRC. The contents of the report truly, accurately and completely reflect the actual situation of the listed company, and there are no false records, misleading statements or major omissions. The full text of the company’s report for the first quarter of 2022 is published on cninfo.com, the information disclosure website designated by the CSRC on the same day（ http://www.cn.info.com.cn. ）On the announcement.
Voting results: 3 affirmative votes, 0 negative votes, 0 abstention votes, and the voting was passed.
3、 Documents for future reference
Resolution of the 10th meeting of the 5th board of supervisors
It is hereby announced.
Ylz Information Technology Co.Ltd(300096)
Board of supervisors
April 27, 2021
