Securities code: 000032 securities abbreviation: Shenzhen Sed Industry Co.Ltd(000032) Announcement No.: 2022-005 Shenzhen Sed Industry Co.Ltd(000032)
Announcement on the resolution of the second meeting of the ninth 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 of the board of directors
The notice of the second meeting of the ninth board of directors of Shenzhen Sed Industry Co.Ltd(000032) (hereinafter referred to as "the company") was sent by e-mail on January 19, 2022, and the meeting was held by means of communication voting on February 22, 2022. There are 9 directors who should vote at the meeting and 9 directors who actually vote. The meeting was held in accordance with relevant laws, regulations, rules and the articles of association.
2、 Deliberations of the board meeting
The meeting considered and adopted the following matters:
1. Proposal on signing the fund support agreement for core scientific research projects and related party transactions with China Electronics (see announcement: 2022-006 for details)
Voting results: 3 in favor, 0 against and 0 abstention
(Liu Guilin, Chen Shigang, Xie Qinghua, Jiang Juncheng, Zhang Xianghong and Zheng Xi, affiliated directors, avoided the vote) CLP cloud Digital Intelligence Technology Co., Ltd., a wholly-owned subsidiary of the company, undertook two core scientific research projects, namely "China electronic cloud operating system CCOS scientific research project" and "data governance engineering project", The actual controller of the company, China Electronics Information Industry Group Co., Ltd. (hereinafter referred to as "China Electronics"), gave financial support of 20 million yuan to each of the two projects, and signed the financial support agreement for core scientific research projects with the company. This financial support will be implemented in the form of equity support. Within one year after the completion of project acceptance, the capital increase confirmation procedures will be completed according to the asset evaluation results, and the "special accounts payable" will be transferred to the paid in capital or share capital. If it is not completed on time, it will be refunded in full and the fund occupation fee will be paid according to the bank loan interest rate of the same period.
The independent directors of the company carefully reviewed the related party transactions in advance, agreed to submit them to the board of directors for deliberation, and expressed their agreed independent opinions.
2. Proposal on reappointment of the audit institution in 2021 (see announcement: 2022-007 for details)
Voting results: 9 in favor, 0 against and 0 abstention
Upon the proposal of the audit committee and the deliberation of the board of directors, it is unanimously agreed to continue to employ Lixin Certified Public Accountants (special general partnership) as the company's 2021 financial report and internal control audit institution for one year, with the audit cost of financial report not exceeding RMB 2.3 million and the audit cost of internal control not exceeding RMB 900000.
The audit committee has carefully examined the professional qualification, professional ability, independence and investor protection ability of Beixin Certified Public Accountants (special general partnership), and believes that it has relevant business qualification, experience and ability to provide audit services for listed companies, and the audit report issued objectively, fairly and fairly reflects the financial status of the company Operating results, earnestly fulfilled the responsibilities of the audit institution, and agreed that the company would continue to appoint him as the audit institution of financial report and internal control in 2021.
The independent directors conducted a pre event review on the re employment of Lixin Certified Public Accountants (special general partnership) as the company's audit institution in 2021, and expressed their agreed independent opinions on this.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
3. Proposal on the prediction of daily connected transactions in 2022 (see announcement: 2022-008 for details)
Voting results: 3 in favor, 0 against and 0 abstention
(related directors Liu Guilin, Chen Shigang, Xie Qinghua, Jiang Juncheng, Zhang Xianghong and Zheng Xi avoided voting) after deliberation by the board of directors, it is agreed that the company will have daily related party transactions with China Electronics and its subsidiaries, joint ventures and other related parties in 2022. Among them, the total amount of daily related party transactions with China Electronics and its subsidiaries is expected to be no more than RMB 118 million, and the total amount of daily related party transactions with the company's associated enterprises and other related parties is expected to be no more than RMB 390 million.
The independent directors reviewed the matter in advance, agreed to submit it to the board of directors for deliberation, and expressed their agreed independent opinions.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
4. Proposal on convening the first extraordinary general meeting of shareholders in 2022 (see announcement: 2022-009 for details)
Voting results: 9 in favor, 0 against and 0 abstention. III. documents for future reference 1 Resolutions of the second meeting of the ninth board of directors; 2. Independent opinions of independent directors on matters related to the second meeting of the ninth board of directors. It is hereby announced.
Shenzhen Sed Industry Co.Ltd(000032) board of directors
February 24, 2022
