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Announcement of the Resolution of the Sixth Extraordinary General Meeting of Shareholders in 2022
时间:2022-11-11 浏览量:110次
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Securities code: 831152 Securities abbreviation: Kungong Technology Announcement No.: 2022-128

The Company and all members of the Board of Directors guarantee that the contents of the announcement are true, accurate and complete, without false records, misleading statements or major omissions, and bear individual and joint legal liabilities for the authenticity, accuracy and completeness of the contents.

1、 Meeting convening and attendance

(1) Meeting held

1. Time of the meeting: November 11, 2022

2. Place of meeting: company conference room

3. Method of meeting: on-site voting, online voting and other voting (communication)

4. Convener: Board of Directors

5. Moderator: Mr. Guo Zhongzhong, Chairman

6. Description of legality, compliance and compliance of the meeting:

The convening, deliberation and voting of the meeting are in accordance with the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the Articles of Association.

(2) Attendance

A total of 24 shareholders attended and authorized to attend the general meeting of shareholders held 67880497.00 shares with voting rights, accounting for 62.51% of the total voting shares of the company. Among them, 12 shareholders and shareholders' representatives participated in the on-site voting of the shareholders' meeting, and the total number of shares with voting rights was 52673334.00, accounting for 48.51% of the total number of voting shares of the company;

Among them, 11 shareholders participated in the shareholders' meeting through online voting, and the total number of voting shares was 13907163.00, accounting for 12.81% of the total number of voting shares of the company. The total number of shareholders and shareholders' representatives who participated in other ways of voting at the shareholders' meeting was 1300000 shares, accounting for 1.19% of the total number of voting shares of the company.

(3) Attendance or non-voting attendance of directors, supervisors and senior management

1. The company has 9 directors in office and 9 present;

2. The company has 3 supervisors in office and 3 present;

3. The secretary of the board of directors of the company attended the meeting;

4. The Deputy General Manager and Chief Financial Officer of the Company attended the meeting as nonvoting delegates.

2、 Proposal deliberation

(1) The Proposal on Amending the Articles of Association of the Company was reviewed and passed (applicable to non-cumulative voting proposal) (this proposal is a special resolution)

1. Proposal content:

In accordance with the relevant provisions of the Company Law, the Securities Law and the Listing Rules of the Beijing Stock Exchange (for Trial Implementation), the Company plans to amend the corresponding provisions of the Articles of Association, For details, please refer to the Announcement of Kunming Polytechnic Hengda Technology Co., Ltd. on Proposed Change of Registered Capital and Amendment of the Articles of Association (Announcement No.: 2022-127) disclosed by the company on the official information disclosure platform of Beijing Stock Exchange (www.bse. cn) on October 27, 2022.

2. Voting results of the proposal:

The number of shares agreed is 67822964.00 shares, accounting for 99.92% of the total voting shares of the shareholders' meeting; The number of dissenting shares is 57533.00, accounting for 0.08% of the total number of voting shares at the shareholders' meeting; The number of shares abstained is 0, accounting for 0.00% of the total number of voting shares at the shareholders' meeting.

3. Avoidance of voting

This proposal does not involve related party transactions and does not need to avoid voting.

(2) The Proposal on Submitting the General Meeting of Shareholders to Authorize the Board of Directors to Handle Industrial and Commercial Change Registration was reviewed and passed (applicable to non-cumulative voting proposal)

1. Proposal content:

As the company publicly issues shares to unspecified qualified investors and is listed on the Beijing Stock Exchange, the company plans to amend some provisions of the Articles of Association, For details of the proposed amendments, please refer to the Announcement of Kunming Polytechnic Hengda Technology Co., Ltd. on the Proposed Change of Registered Capital and Amendment of the Articles of Association (Announcement No.: 2022-127) disclosed by the company on the official information disclosure platform of Beijing Stock Exchange (www.bse. cn) on October 27, 2022, and request the shareholders' meeting to authorize the board of directors to handle the relevant registration procedures for industrial and commercial changes.

2. Voting results of the proposal:

The number of shares agreed is 67822964.00 shares, accounting for 99.92% of the total voting shares of the shareholders' meeting; The number of dissenting shares is 57533.00, accounting for 0.08% of the total number of voting shares at the shareholders' meeting; The number of shares abstained is 0, accounting for 0.00% of the total number of voting shares at the shareholders' meeting.

3. Avoidance of voting

This proposal does not involve related party transactions and does not need to avoid voting.

(3) The Proposal on Adjusting the Remuneration of Independent Directors of the Company was reviewed and passed (applicable to non-cumulative voting proposal)

1. Proposal content:

According to the needs of the company's strategic development, with reference to the region where the company is located, the company's actual operation, profitability and the workload and professionalism of the company's independent directors. The remuneration of independent directors is adjusted to 60000 yuan per person per year (before tax).

2. Voting results of the proposal:

The number of shares agreed is 67822964.00 shares, accounting for 99.92% of the total voting shares of the shareholders' meeting; The number of dissenting shares is 57533.00, accounting for 0.08% of the total number of voting shares at the shareholders' meeting; The number of shares abstained is 0, accounting for 0.00% of the total number of voting shares at the shareholders' meeting.

3. Avoidance of voting

This proposal does not involve related party transactions and does not need to avoid voting.

(4) Cumulative voting of proposals

1. Proposal content

In view of the expiration of the term of office of the third board of directors and the board of supervisors of the company, the company plans to hold a new election of the board of directors and the board of supervisors in accordance with the Company Law, the Articles of Association and other relevant provisions. The Board of Directors of the Company nominated Mr. Guo Zhongzhong, Mr. Zhu Chengliang, Mr. Feng Xiaoyuan, Mr. Liu Yang, Mr. Wang Jun and Mr. Zheng Dajun as candidates for non-independent directors of the fourth Board of Directors of the Company, Mr. Li Hongbin, Mr. Sun Jialin and Ms. Yang Xianghong as candidates for independent directors of the fourth Board of Directors of the Company, and the Board of Supervisors of the Company nominated Mr. Guo Jiyong and Ms. Wang Xubing as candidates for non-employee representative supervisors of the fourth Board of Supervisors of the Company, The term of office is three years and takes effect from the date of deliberation and approval of the sixth extraordinary general meeting of shareholders in 2022. The above candidates are not subject to joint punishment for dishonesty and have the qualifications specified in the Company Law and the Articles of Association. Before the completion of the general election of the Board of Directors and the Board of Supervisors, all members of the third Board of Directors and the Board of Supervisors will continue to perform their duties of diligence in accordance with the relevant provisions of laws and regulations and the Articles of Association, For details, see the Announcement of the Board of Directors of Kunming Polytechnic Hengda Technology Co., Ltd. (Announcement No.: 2022-122) and the Announcement of the Board of Supervisors of Kunming Polytechnic Hengda Technology Co., Ltd. (Announcement No.: 2022-123) disclosed by the company on the official information disclosure platform of Beijing Stock Exchange (www.bse. cn) on October 27, 2022.

2. Voting results of the proposal on election of non-independent directors (if applicable)

bill

Serial number

Proposal name

Number of votes obtained

Proportion of the number of votes obtained in the effective voting rights at the meeting

Whether elected

one

Election of Mr. Guo Zhongzhong as a Non-independent Director of the Board of Directors

61,617,530

90.77%

election

two

Election of Mr. Zhu Chengliang as a Non-independent Director of the Board of Directors

61,617,530

90.77%

election

three

Election of Mr. Feng Xiaoyuan as a Non-independent Director of the Board of Directors

61,617,530

90.77%

election

four

Election of Mr. Liu Yang as a Non-Independent Director of the Board of Directors

61,617,530

90.77%

election

five

Election of Mr. Wang Jun as a Non-Independent Director of the Board of Directors

61,617,530

90.77%

election

six

Election of Mr. Zheng Dajun as a Non-Independent Director of the Board of Directors

61,617,529

90.77%

election

3. Voting results of the proposal on election of independent directors (if applicable)

bill

Serial number

Proposal name

Number of votes obtained

Proportion of the number of votes obtained in the effective voting rights at the meeting

Whether elected

one

Election of Mr. Li Hongbin as an Independent Director of the Board of Directors

61,617,530

90.77%

election

two

Election of Mr. Sun Jialin as an Independent Director of the Board of Directors

61,664,351

90.84%

election

three

Election of Ms. Yang Xianghong as an Independent Director of the Board of Directors

61,617,530

90.77%

election

4. Voting results of the proposal on election of non-employee representative supervisors (if applicable)

bill

Serial number

Proposal name

Number of votes obtained

Proportion of the number of votes obtained in the effective voting rights at the meeting

Whether elected

one

Election of Mr. Guo Jiyong as Non-employee Representative Supervisor of the Board of Supervisors

61,617,530

90.77%

election

two

Election of Ms. Wang Xubing as Non-employee Representative Supervisor of the Board of Supervisors

61,617,530

90.77%

election

(5) Major issues affecting the interests of small and medium-sized shareholders, and the voting situation of small and medium-sized shareholders (cumulative voting proposal is applicable)

bill

Serial number

bill

name

Number of votes obtained

Proportion of the number of votes obtained in the effective voting rights at the meeting

Whether elected

one

Election of Mr. Guo Zhongzhong as a Non-independent Director of the Board of Directors

10,083,115

63.55%

election

two

Election of Mr. Zhu Chengliang as a Non-independent Director of the Board of Directors

10,083,115

63.55%

election

three

Election of Mr. Feng Xiaoyuan as a Non-independent Director of the Board of Directors

10,083,115

63.55%

election

four

Election of Mr. Liu Yang as a Non-Independent Director of the Board of Directors

10,083,115

63.55%

election

five

Election of Mr. Wang Jun as a Non-Independent Director of the Board of Directors

10,083,115

63.55%

election

six

Election of Mr. Zheng Dajun as a Non-Independent Director of the Board of Directors

10,083,114

63.55%

election

seven

Election of Mr. Li Hongbin as an Independent Director of the Board of Directors

10,083,115

63.55%

election

eight

Election of Mr. Sun Jialin as an Independent Director of the Board of Directors

10,129,936

63.85%

election

nine

Election of Ms. Yang Xianghong as an Independent Director of the Board of Directors

10,083,115

63.55%

election

3、 Witness by lawyer

(1) Name of law firm: Beijing Zhonglun (Shenzhen) Law Firm

(2) Lawyer name: lawyer Zou Yunjian, lawyer Huang Chuling

(3) Concluding observations

The convening and convening procedures of the General Meeting of Shareholders comply with the provisions of laws, regulations, normative documents and the Articles of Association; The convener of the meeting is qualified to convene the shareholders' meeting; The shareholders and their proxies attending the general meeting of shareholders have legal qualifications; The voting procedure of the General Meeting of Shareholders conforms to the provisions of laws, regulations, normative documents and the Articles of Association, and the voting results are legal and valid.

4、 The effectiveness of the change proposal of directors, supervisors and senior management reviewed by the General Meeting of Shareholders (if applicable)

full name

position

Position change

effective date

Meeting name

Effectiveness

Guo Zhongzhong

director

Position

November 11, 2022

The sixth extraordinary general meeting of shareholders in 2022

Reviewed and adopted

Zhu Chengliang

director

Position

November 11, 2022

The sixth extraordinary general meeting of shareholders in 2022

Reviewed and adopted

Feng Xiaoyuan

director

Position

November 11, 2022

The sixth extraordinary general meeting of shareholders in 2022

Reviewed and adopted

Liu Yang

director

Position

November 11, 2022

The sixth extraordinary general meeting of shareholders in 2022

Reviewed and adopted

Wang Jun

director

Position

November 11, 2022

The sixth extraordinary general meeting of shareholders in 2022

Reviewed and adopted

Zheng Dajun

director

Position

November 11, 2022

The sixth extraordinary general meeting of shareholders in 2022

Reviewed and adopted

Li Hongbin

independent director

Position

November 11, 2022

The sixth extraordinary general meeting of shareholders in 2022

Reviewed and adopted

Sun Jialin

independent director

Position

November 11, 2022

The sixth extraordinary general meeting of shareholders in 2022

Reviewed and adopted

Yang Xianghong

independent director

Position

November 11, 2022

The sixth extraordinary general meeting of shareholders in 2022

Reviewed and adopted

Guo Jiyong

supervisor

Position

November 11, 2022

The sixth extraordinary general meeting of shareholders in 2022

Reviewed and adopted

Wang Xubing

supervisor

Position

November 11, 2022

The sixth extraordinary general meeting of shareholders in 2022

Reviewed and adopted

5、 File directory for future reference

1. The Company's Resolution of the Sixth Extraordinary General Meeting of Shareholders in 2022;

2. Legal Opinions of Beijing Zhonglun (Shenzhen) Law Firm on the Sixth Extraordinary General Meeting of Shareholders of Kunming Polytechnic Hengda Technology Co., Ltd. in 2022.

Kunming Polytechnic Hengda Technology Co., Ltd

Board of Directors

November 15, 2022