Securities code: Ylz Information Technology Co.Ltd(300096) securities abbreviation: Ylz Information Technology Co.Ltd(300096) Announcement No.: 2022023 Ylz Information Technology Co.Ltd(300096)
Announcement on the resolutions of the 14th meeting of the 5th board of directors
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Meetings held
From 14:30 to 16:30 p.m. on April 25, 2022, the 14th meeting of the 5th board of directors of Ylz Information Technology Co.Ltd(300096) (hereinafter referred to as “the company”) was held in the conference room on the sixth floor of the company in a combination of 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 11 directors who should attend the meeting and 11 directors who actually attended the meeting. The meeting was convened and presided over by Mr. Zhang Xi, chairman of the board of directors. The convening and convening procedures of the meeting comply with the provisions of laws, administrative regulations, departmental rules and the articles of association.
2、 Voting at the meeting
After deliberation, the following resolutions were formed by written voting at this meeting:
(I) review and approve the company’s 2021 annual report and 2021 annual report summary
The board of directors of the company believes that the 2021 annual report and the summary of 2021 annual report of the company comply with laws, administrative regulations, relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange, and the contents of the report are true, accurate and complete without any 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. ）The “summary of 2021 annual report” was also published in the information disclosure media designated by the company: China Securities News, securities times, securities daily and Shanghai Securities News.
There were no affirmative votes and no abstention votes.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(II) review and approve the company’s 2021 CEO work report
Voting results: 11 affirmative votes, 0 negative votes, 0 abstention votes, and the voting was passed.
(III) review and approve the 2021 annual work report of the board of directors of the company
For details of the company’s 2021 work report of the board of directors, 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.
The three independent directors who have left office after the expiration of the term of office of the Fourth Board of directors and the five independent directors of the Fifth Board of directors (including the two independent directors who have left office) submitted the report on the work of independent directors in 2021 to the board of directors and will report on their work at the 2021 annual general meeting of shareholders.
For details of the report on the work of independent directors 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. ）On the announcement.
Voting results: 11 affirmative votes, 0 negative votes, 0 abstention votes, and the voting was passed.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(IV) review and approve the company’s 2021 annual financial statement report
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. ）On the announcement.
Voting results: 11 affirmative votes, 0 negative votes, 0 abstention votes, and the voting was passed.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(V) review and approve the company’s self-evaluation report on internal control in 2021
The company’s 2021 internal control self-evaluation report and the opinions of the independent directors and the board of supervisors are published 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: 11 affirmative votes, 0 negative votes, 0 abstention votes, and the voting was passed.
(VI) review and approve the company’s profit distribution plan for 2021
According to the notice on further implementing the matters related to cash dividends of listed companies, the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies, the articles of association, the shareholder dividend return plan for the next three years (20212023) and other relevant provisions of the CSRC, in view of the fact that the distributable profits realized by the company in 2021 (i.e. the after tax profits left after the company makes up its losses and withdraws the provident fund) are negative, The company does not meet the conditions for cash dividends, and comprehensively considers the company’s future development strategy and actual operation. In order to better safeguard the long-term interests of all shareholders and ensure the sustainable, stable and healthy development of the company, the company plans not to distribute profits in 2021, that is, not to distribute cash dividends, not to send bonus shares, and not to convert accumulation fund into share capital.
The independent directors of the company expressed their independent opinions on this matter.
For the announcement on the profit distribution plan for 2021 and the independent opinions issued by the independent directors, see the company’s announcement on the information disclosure website designated by the CSRC on the same day（ http://www.cn.info.com.cn. ）On the announcement.
Voting results: 11 affirmative votes, 0 negative votes, 0 abstention votes, and the voting was passed.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(VII) the company’s proposal on the remuneration scheme of directors and senior managers in 2022 was reviewed and approved, and the independent directors of the company expressed their independent opinions on this matter.
The announcement on the remuneration plan of directors, supervisors and senior managers in 2022 and the independent opinions expressed by independent directors are published 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: 11 affirmative votes, 0 negative votes, 0 abstention votes, and the voting was passed.
The remuneration plan for directors in 2022 in this proposal needs to be submitted to the general meeting of shareholders for deliberation.
(VIII) deliberated and passed the company’s proposal on the election of non independent directors of the Fifth Board of directors
The independent directors of the company expressed their independent opinions on this matter.
The announcement on the election of non independent directors of the 5th board of directors and the independent opinions expressed by the independent directors are 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: 11 affirmative votes, 0 negative votes, 0 abstention votes, and the voting was passed.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(IX) 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
The independent directors of the company recognized this matter in advance and expressed their independent opinions.
The announcement on capital reduction and related party transactions of Fujian Ylz Information Technology Co.Ltd(300096) yidaxun Education Technology Co., Ltd., a holding subsidiary, and the prior approval and independent opinions of independent directors are published on cninfo.com, an information disclosure website designated by the CSRC on the same day（ http://www.cn.info.com.cn. ）On the announcement.
Voting results: 10 affirmative votes, 0 negative votes and 0 abstention votes, and it was passed by vote. Mr. Wu Yiyu, a related director, abstained from voting.
(x) deliberated and approved the company’s proposal on the acquisition of real estate and related party transactions by holding subsidiaries through the purchase of equity
The four independent directors of the company approved the matter in advance and expressed their independent opinions.
The announcement on the acquisition of real estate and related party transactions by holding subsidiaries through the purchase of equity, the prior approval and independent opinions of independent directors are detailed in the company’s announcement 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: 10 affirmative votes, 0 negative votes and 0 abstention votes, and it was passed by vote. Mr. Zhang Xi, a related director, avoided voting.
（11） Supplementary proposal on confirmation of related party transactions
The independent directors of the company recognized this matter in advance and expressed their independent opinions.
For details of the announcement on supplementary confirmation of connected transactions, prior approval and independent opinions of independent directors, 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: 10 affirmative votes, 0 negative votes and 0 abstention votes, and it was passed by vote. Mr. Zhang Xi, a related director, avoided voting.
（12） The full text of the company’s report for the first quarter of 2022 was reviewed and approved
The board of directors of the company believes that the full text of the first quarter report of 2022 of the company complies with laws, administrative regulations, relevant provisions of the CSRC and Shenzhen Stock Exchange, and the content of the report is true, accurate and complete without any false records, misleading statements or major omissions.
For details of the full text of the first quarter report of 2022, 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: 11 affirmative votes, 0 negative votes, 0 abstention votes, and the voting was passed.
（13） The proposal on convening the 2021 annual general meeting of shareholders of the company was reviewed and approved
For details of the notice on convening the 2021 annual general meeting of shareholders, 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: 11 in favor, 0 against and 0 abstention.
3、 Documents for future reference
Resolution of the 14th meeting of the 5th board of directors.
It is hereby announced.
Ylz Information Technology Co.Ltd(300096)
Board of directors
April 27, 2022
