Stock code: 688299 Stock abbreviation: Changyang Technology Announcement No.: 2025-012
Ningbo Changyang Technology Co., Ltd
Announcement of the resolution of the second meeting of the fourth session of the board of directors
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or material omissions in the content of this announcement, and assume legal responsibility for the authenticity, accuracy and completeness of its content in accordance with the law.
1. The convening of the board of directors meeting
On March 31, 2025, Ningbo Changyang Technology Co., Ltd. (hereinafter referred to as the "Company") was established in the Company
The second meeting of the fourth session of the board of directors (hereinafter referred to as "the meeting") was held in the conference room in the form of on-site communication and communication. There were 7 directors who should attend the meeting, and 7 directors actually attended the meeting, and the meeting was presided over by Mr. Jin Yadong, chairman of the company. The convening and convening of this meeting are in accordance with the relevant provisions of the Company Law and other laws, regulations, normative documents and the Articles of Association of Ningbo Changyang Technology Co., Ltd. and the Rules of Procedure of the Board of Directors of Ningbo Changyang Technology Co., Ltd.
2. Deliberations of the Board of Directors Meeting
The meeting was voted by all directors and the resolution was as follows:
(1) Reviewed and approved the "Proposal on Early Termination of the Implementation of the 2024 Employee Stock Ownership Plan"
In accordance with the "Guiding Opinions on the Pilot Implementation of Employee Stock Ownership Plans by Listed Companies", "Self-Regulatory Guidelines for Listed Companies on the Science and Technology Innovation Board of the Shanghai Stock Exchange No. 1 - Standardized Operation" and other laws, regulations, normative documents and the relevant provisions of the "Ningbo Changyang Technology Co., Ltd. 2024 Employee Stock Ownership Plan", taking into account the willingness of the participants of the employee stock ownership plan, the market environment and the company's future development plan, in order to better safeguard the interests of the company, shareholders and employees, after careful consideration, The Company has decided to terminate the Employee Stock Ownership Plan in advance, and the Employee Stock Ownership Plan Management Measures and other documents will be terminated at the same time.
This proposal has been deliberated and approved by the Remuneration and Assessment Committee of the Board of Directors of the Company.
Voting results: directors Yang Xinhe, Li Chen, and Zhang Yinhong abstained from voting, and 4 votes agreed; 0 votes against; 0 votes
Abstention; The motion passed.
For details, please refer to the "Announcement on the Early Termination of the Implementation of the 2024 Employee Stock Ownership Plan" published on the website of the Shanghai Stock Exchange (www.sse.com.cn) on the same day.
(2) Reviewed and approved the "Proposal on Changing the Use of Part of the Repurchased Shares and Canceling and Reducing the Registered Capital"
In view of the imminent expiration of the 36-month period for the company's repurchase of some shares in the special securities account, and the company's intention to terminate the implementation of the 2024 employee stock ownership plan in advance, the company intends to return the 2022 repurchase plan in accordance with relevant regulations
1,837,029 shares purchased and 1,266,993 shares repurchased under the 2023 repurchase plan, totaling 3,104,022
The purpose of the shares was changed from "for employee stock ownership plans or equity incentives" to "for cancellation and reduction of registered capital". After the cancellation is completed, the total share capital of the company will be changed from 290,496,916 shares to 287,392,894 shares, the registered capital will be changed from 290,496,916 yuan to 287,392,894 yuan, and the shares in the securities account of the repurchase account will be changed from 8,205,518 shares to 5,101,496 shares.
The result of the vote: 7 votes in favor; 0 votes against; 0 abstentions; The motion passed.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
For details, please refer to the "Announcement on Changing the Use of Part of the Repurchased Shares and Canceling and Reducing the Registered Capital" published on the website of the Shanghai Stock Exchange (www.sse.com.cn) on the same day.
(3) Reviewed and approved the "Proposal on Changing the Registered Capital <公司章程>and Revision of the Company"
In view of the Company's intention to cancel the 3,104,022 shares that have been repurchased, the Company will reduce the registered capital accordingly and amend the relevant provisions of the Articles of Association.
The result of the vote: 7 votes in favor; 0 votes against; 0 abstentions; The motion passed.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
For details, please refer to the "On Changing and Modifying the Company's Registered Capital" published on the website of the Shanghai Stock Exchange (www.sse.com.cn) on the same day<公司章程>of the announcement.
(4) Reviewed and approved the "Proposal on Proposing to Convene the Third Extraordinary General Meeting of Shareholders of the Company in 2025"
The company will hold the third extraordinary general meeting of shareholders in 2025 at 2:00 p.m. on April 16, 2025
For details, please refer to the "Notice of the Third Extraordinary General Meeting of Shareholders in 2025" disclosed on the website (www.sse.com.cn) of the Shanghai Stock Exchange on the same day.
The result of the vote: 7 votes in favor; 0 votes against; 0 abstentions; The motion passed.
The announcement is hereby made.
Board of Directors of Ningbo Changyang Technology Co., Ltd
April 1, 2025
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