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