Securities code: 300353 securities abbreviation: Kyland Technology Co.Ltd(300353) announcement Code: 2022 – 004
Kyland Technology Co.Ltd(300353)
Announcement on the resolutions of the 45th 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
Kyland Technology Co.Ltd(300353) (hereinafter referred to as "the company") held the 45th meeting of the 5th board of directors in the company's conference room on January 25, 2022 by means of on-site combined with communication voting. This meeting is an interim meeting of the board of directors proposed by Chairman Li Ping. The notice of the meeting was sent by e-mail on January 22, 2022. There are 7 directors who should attend the meeting and 7 directors who actually attend and vote. The meeting was held in accordance with the company law of the people's Republic of China, the articles of association and relevant laws and regulations. 2、 Voting at the meeting
After careful deliberation by the directors attending the meeting, the following proposals were considered and adopted by open ballot: (I) the proposal on the general election of the board of directors and the nomination of candidates for non independent directors of the sixth board of directors was considered and adopted
The term of office of the Fifth Board of directors of the company is about to expire. According to the company law, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of GEM listed companies and other laws and regulations, normative documents and relevant provisions of the articles of association, The board of directors of the company will conduct general election in accordance with relevant legal procedures. After the qualification examination conducted by the nomination committee of the board of directors, the board of directors of the company nominated Mr. Li Ping, Mr. Xue Baihua, Mr. Cao Hongxi and Mr. Yang xiaoteng as candidates for non independent directors of the sixth board of directors of the company for a term of three years from the date of deliberation and approval by the general meeting of shareholders of the company.
The independent directors of the 5th board of directors of the company issued their opinions on this proposal. For details, please refer to the report of independent directors on the fifth report of the company published on the gem information disclosure website designated by the CSRC on the same day
The proposal adopts the method of voting item by item for the nomination of each candidate. The specific voting results are as follows:
1. Nominate Mr. Li Ping as a candidate for non independent director of the sixth board of directors of the company
Voting results: 7 in favor, 0 against and 0 abstention.
2. Nominate Mr. Xue Baihua as a candidate for non independent director of the sixth board of directors of the company
Voting results: 7 in favor, 0 against and 0 abstention.
3. Nominate Mr. Cao Hongxi as a candidate for non independent director of the sixth board of directors of the company
Voting results: 7 in favor, 0 against and 0 abstention.
4. Nominate Mr. Yang xiaoteng as a candidate for non independent director of the sixth board of directors of the company
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation, and the cumulative voting system shall be adopted for voting. (II) deliberated and adopted the proposal on the general election of the board of directors and the nomination of independent director candidates for the sixth board of directors
The term of office of the Fifth Board of directors of the company is about to expire. According to the company law, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of GEM listed companies and other laws and regulations, normative documents and relevant provisions of the articles of association, The board of directors of the company will conduct general election in accordance with relevant legal procedures. After the qualification examination by the nomination committee of the board of directors, the board of directors of the company nominated Mr. Zhang Hongke, Ms. Wang Xiaolan and Mr. Huang Dehan as candidates for independent directors of the sixth board of directors for a term of three years from the date of deliberation and approval by the general meeting of shareholders of the company.
Among the candidates for independent directors, both Ms. Wang Xiaolan and Mr. Huang Dehan have obtained the qualification certificate of independent directors recognized by Shenzhen Stock Exchange, and Mr. Zhang Hongke has not obtained it, but he has made a written commitment to participate in the latest independent director training and obtain the qualification certificate of independent directors recognized by Shenzhen stock exchange. Independent director candidates shall be reported to Shenzhen stock exchange for filing and review, and can be submitted to the general meeting of shareholders of the company for deliberation only after there is no objection. The independent directors of the 5th board of directors of the company issued their opinions on this proposal, and the candidates and nominees of independent directors issued statements. For details, see the independent opinions of independent directors on matters related to the 45th meeting of the Fifth Board of directors, the announcement on the general election of the board of directors, the statement of independent director nominees and the statement of independent director candidates published on the gem information disclosure website designated by the CSRC on the same day.
The proposal adopts the method of voting item by item for the nomination of each candidate. The specific voting results are as follows:
2. Nominate Ms. Wang Xiaolan as the candidate for independent director of the sixth board of directors of the company
Voting results: 7 in favor, 0 against and 0 abstention.
3. Nominate Mr. Huang Dehan as the candidate for independent director of the sixth board of directors of the company
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation, and the cumulative voting system shall be adopted for voting. (III) deliberated and passed the proposal on adjusting the investment amount of investment projects raised by issuing shares to specific objects
According to the Kyland Technology Co.Ltd(300353) gem prospectus for issuing shares to specific objects through simple procedures, the total amount of funds raised by the company for issuing shares to specific objects this time shall not exceed RMB 160 million. The net amount of funds raised after deducting the issuance expenses is intended to be used for the R & D and upgrading construction project of industrial Internet communication equipment, information construction and supplementary working capital. The net amount of funds actually raised from the issuance of shares to specific objects is RMB 154711077.52, which is less than the total amount of funds to be raised. The company plans to adjust the amount of funds raised from the investment project of the original raised funds. According to the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to microfinance approved by the company's 2020 annual general meeting of shareholders, this adjustment is within the scope of the general meeting of shareholders to authorize the board of directors to handle matters related to microfinance and does not need to be submitted to the general meeting of shareholders for deliberation.
For details, see the announcement on adjusting the investment amount of investment projects raised by issuing shares to specific objects published on the gem information disclosure website designated by the CSRC on the same day.
Voting results: 7 in favor, 0 against and 0 abstention. This proposal was adopted.
(IV) deliberated and passed the proposal on using some idle raised funds to temporarily supplement working capital
In order to improve the use efficiency of the raised funds, reduce the cost of the company's funds and safeguard the interests of the company and shareholders, the company plans to temporarily supplement the working capital with idle raised funds of no more than 50 million yuan on the premise of ensuring the fund demand of the company's raised projects. According to the provisions of the guidelines on self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM and the guidelines on supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies (revised in 2022), the temporary supplement of working capital with some idle raised funds does not need to be submitted to the general meeting of shareholders for deliberation.
For details, see the announcement on temporarily replenishing working capital with some idle raised funds published on the gem information disclosure website designated by the CSRC on the same day.
Voting results: 7 in favor, 0 against and 0 abstention. This proposal was adopted.
(V) deliberated and passed the proposal on changing the registered capital and amending the articles of association
The company issued 20253164 RMB ordinary shares (A shares) to specific objects in a simple procedure with the approval of the reply on Approving the registration of Kyland Technology Co.Ltd(300353) issuance of shares to specific objects (zjxk [2021] No. 4069) issued by the China Securities Regulatory Commission. The registration of shares issued to specific objects has been completed, the total share capital of the company has been increased from 510980897 shares to 531234061 shares, and the registered capital of the company has been changed from 510980897.00 yuan to 531234061.00 yuan. The amendments to the articles of association are as follows:
Before and after revision
Article 6 the registered capital of the company is RMB. Article 6 the registered capital of the company is RMB 510980897. 531234061 yuan.
Article 17 the shares issued by the company shall be in RMB. Article 17 the par value of the shares issued by the company shall be indicated in RMB, and each share shall be RMB 1. The nominal value of the company is 1 yuan per share. The total number of shares of the company is 510980897, all of which are 531234061, all of which are ordinary shares. Shares.
Except for the above amendments, other contents of the articles of association remain unchanged.
The 2020 annual general meeting of shareholders approved the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to microfinance. After the completion of this microfinance, the general meeting of shareholders authorized the board of directors to modify the corresponding provisions of the articles of association according to the results of this microfinance, Handle relevant matters such as industrial and commercial change registration, registration and custody of new shares with the administrative department for Industry and Commerce and other relevant departments. The change of registered capital and the amendment of the articles of association are within the scope of authorization and do not need to be submitted to the general meeting of shareholders for deliberation.
Voting results: 7 in favor, 0 against and 0 abstention. This proposal was adopted.
(VI) the proposal on Amending the measures for the administration of raised funds was deliberated and adopted
The company revised the measures for the administration of raised funds in accordance with the provisions of laws and regulations such as the guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on the gem and the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies (revised in 2022) and in combination with the actual situation of the company, This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation
For details, see the measures for the administration of raised funds disclosed on the information disclosure website designated by the China Securities Regulatory Commission on the gem on the same day.
Voting results: 7 in favor, 0 against and 0 abstention. This proposal was adopted.
(VII) the proposal on the notice of convening the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted
The meeting decided to hold the first extraordinary general meeting of shareholders in 2022 on February 16, 2022.
For details, please refer to the notice on convening the first extraordinary general meeting of shareholders in 2022 disclosed on the information disclosure website designated by the China Securities Regulatory Commission on the gem on the same day.
Voting results: 7 in favor, 0 against and 0 abstention. This proposal was adopted.
It is hereby announced.
Kyland Technology Co.Ltd(300353) board of directors
January 26, 2022
