Securities code: Willfar Information Technology Co.Ltd(688100) securities abbreviation: Willfar Information Technology Co.Ltd(688100) Announcement No.: 2022008 Willfar Information Technology Co.Ltd(688100)
Announcement of resolutions of the 12th meeting of the second board of directors
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear legal responsibility for the authenticity, accuracy and integrity of its contents according to law.
1、 Meetings of the board of directors
Willfar Information Technology Co.Ltd(688100) (hereinafter referred to as "the company") the 12th meeting of the second board of directors (hereinafter referred to as "the meeting" or "the meeting") was held in the company's conference room on February 25, 2022 in the form of combination of on-site and communication. The notice of this meeting was sent to all directors of the company by means of communication on February 15. The meeting was convened and presided over by Mr. Ji Zhe, chairman of the company. There were 9 directors who should attend the meeting and 9 actually attended the meeting. The convening, convening and voting procedures of this meeting comply with the company law of the people's Republic of China and other laws, administrative regulations, departmental rules, normative documents and Willfar Information Technology Co.Ltd(688100) articles of Association (hereinafter referred to as the "articles of association"), and the resolutions of the meeting are legal and effective.
2、 Deliberations of the board meeting
After deliberation and voting by the directors present at the meeting, the resolutions of the meeting are as follows:
(I) deliberated and adopted the proposal on the work report of the board of directors in 2021
In 2021, the board of directors of the company strictly abided by the company law and other laws and regulations, the articles of association, the rules of procedure of the board of directors and other rules and regulations, earnestly implemented the resolutions deliberated and adopted by the general meeting of shareholders, actively promoted the implementation of the resolutions of the board of directors, constantly standardized corporate governance and promoted the operation according to law. All directors scrupulously perform their duties and duties, actively participate in the decision-making process of various major matters of the company with a scientific, rigorous, prudent and objective working attitude, strive to safeguard the legitimate rights and interests of the company and all shareholders, and effectively ensure the realization of various work objectives of the company throughout the year.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(II) deliberated and passed the proposal on the work report of independent directors in 2021
In 2021, all independent directors of the company, in the spirit of diligence, independence and integrity, earnestly fulfilled their obligations as independent directors, played the role of independent directors, put forward reasonable suggestions to the company based on their accumulated professional knowledge and practice experience, and paid attention to the development of the company; At the same time, it carefully reviewed various meeting proposals, financial reports and other documents, issued relevant written opinions according to the scope of responsibilities of independent directors and special committees, and actively promoted the objectivity and scientificity of the decision-making of the board of directors.
Voting results: 9 in favor, 0 against and 0 abstention.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Report on the work of independent directors in 6881 Zoje Resources Investment Co.Ltd(002021) .
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(III) deliberated and adopted the proposal on the performance report of the audit committee of the board of directors in 2021
In 2021, all members of the audit committee of the board of directors of the company were able to faithfully and diligently perform their duties, make full use of professional knowledge, carefully analyze and judge the matters considered during the year and make reasonable decisions, which effectively promoted the standardized operation of the company.
Voting results: 9 in favor, 0 against and 0 abstention.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Performance report of the audit committee of the board of directors in 6881 Zoje Resources Investment Co.Ltd(002021) .
(IV) deliberated and passed the proposal on the annual report and summary of 2021
Voting results: 9 in favor, 0 against and 0 abstention.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Annual report of 6881 Zoje Resources Investment Co.Ltd(002021) and summary of annual report of 6881 Zoje Resources Investment Co.Ltd(002021) .
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(V) deliberation and approval of the proposal on the annual final accounts report of 2021
Voting results: 9 in favor, 0 against and 0 abstention.
(VI) deliberated and passed the proposal on profit distribution plan for 2021
After deliberation, the company plans to distribute cash dividends of 2.6 yuan (including tax) to all shareholders for every 10 shares. The total amount of cash dividends is expected to be 130 million yuan (including tax). No shares will be given and no capital reserve will be converted into share capital. If the total share capital of the company changes before the equity registration date of equity distribution, the company plans to keep the total distribution unchanged and adjust the distribution proportion per share accordingly.
Voting results: 9 in favor, 0 against and 0 abstention.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Announcement of 6881 Zoje Resources Investment Co.Ltd(002021) annual profit distribution plan (Announcement No.: 2022009). This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(VII) deliberated and passed the proposal on renewing the appointment of Tianjian Certified Public Accountants (special general partnership) as the external audit institution of the company
Voting results: 9 in favor, 0 against and 0 abstention.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Announcement of Willfar Information Technology Co.Ltd(688100) on the renewal of accounting firm (Announcement No. 2022010). This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(VIII) deliberated and passed the proposal on Directors' remuneration plan in 2022
Since the number of directors not related to this proposal is less than 3, the board of directors unanimously agreed to submit this proposal to the general meeting of shareholders for deliberation.
(IX) deliberated and passed the proposal on the remuneration plan for senior managers in 2022
Voting results: 9 in favor, 0 against and 0 abstention.
(x) deliberated and passed the proposal on the implementation of daily connected transactions in 2021 and the forecast of daily connected transactions in 2022
Voting results: 6 in favor, 0 against and 0 abstention.
Ji Zhe, Li Hong and Wang Xuexin, affiliated directors of the resolution, avoided voting.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Announcement of Willfar Information Technology Co.Ltd(688100) on the implementation of daily connected transactions in 2021 and the forecast of daily connected transactions in 2022 (Announcement No.: 2022011).
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
（11） The proposal on the special report on the deposit and actual use of the company's annual raised funds in 2021 was reviewed and approved
Voting results: 9 in favor, 0 against and 0 abstention.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Special report on the deposit and actual use of raised funds in 6881 Zoje Resources Investment Co.Ltd(002021) (Announcement No. 2022012).
（12） The proposal on using some over raised funds to permanently supplement working capital was deliberated and adopted
Voting results: 9 in favor, 0 against and 0 abstention.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Announcement of Willfar Information Technology Co.Ltd(688100) on permanent replenishment of working capital with part of over raised funds (Announcement No. 2022013).
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
（13） The proposal on applying for comprehensive credit line and providing guarantee by the company and its subsidiaries in 2022 was reviewed and approved
Voting results: 9 in favor, 0 against and 0 abstention.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Announcement of Willfar Information Technology Co.Ltd(688100) on the company and its subsidiaries applying for comprehensive credit line and providing guarantee in 2022 (Announcement No. 2022014).
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
（14） Deliberated and passed the proposal on Willfar Information Technology Co.Ltd(688100) internal control self evaluation report
Voting results: 9 in favor, 0 against and 0 abstention.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Evaluation report on Willfar Information Technology Co.Ltd(688100) internal control.
（15） Deliberated and adopted the proposal on proposing to convene the 2021 annual general meeting of shareholders
Voting results: 9 in favor, 0 against and 0 abstention.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Notice of 6881 Zoje Resources Investment Co.Ltd(002021) annual general meeting of shareholders (Announcement No. 2022015). （16） The proposal on the appointment of the company's deputy general manager (vice president) was deliberated and adopted
Voting results: 9 in favor, 0 against and 0 abstention.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Proposal on the appointment of the company's deputy general manager (vice president) (Announcement No. 2022017).
It is hereby announced.
Willfar Information Technology Co.Ltd(688100) board of directors February 28, 2022
