Securities code: 300212 securities abbreviation: Beijing E-Hualu Information Technology Co.Ltd(300212) Announcement No.: 2021-083 Beijing E-Hualu Information Technology Co.Ltd(300212)
Announcement on resolutions of the 15th meeting of the 5th 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.
The 15th meeting of the 5th board of directors of Beijing E-Hualu Information Technology Co.Ltd(300212) (hereinafter referred to as "the company" or " Beijing E-Hualu Information Technology Co.Ltd(300212) ") was held on December 13, 2021 (Monday) the meeting was held in the conference room on the 10th floor of the company in the form of on-site meeting. The notice of the meeting was delivered to all directors and supervisors by hand and mail on December 8, 2021. There were 8 directors who should attend the meeting and 8 directors who actually attended the meeting. The meeting was presided over by Mr. Lin Yongjun, chairman of the company, and the supervisors and other senior managers of the company attended the meeting as nonvoting delegates. The convening and convening of this meeting comply with the relevant provisions of the company law and the articles of association. After full discussion and deliberation by the directors present at the meeting, the following resolutions were adopted at the meeting:
1、 The proposal on chairman's remuneration was deliberated and adopted
According to the articles of association, the company's salary management and other relevant systems, combined with the actual situation of the company's business scale and with reference to the salary level of the industry, the basic salary of the chairman of the company in 2021 is proposed to be 435600 yuan. The independent directors of the company have expressed independent opinions on the proposal. The proposal still needs to be submitted to the general meeting of shareholders for deliberation. Voting results: 8 in favor, 0 against and 0 abstention were adopted.
2、 The proposal on remuneration of senior managers was deliberated and adopted
According to the relevant regulations of the company and after the investigation and deliberation of the remuneration and assessment committee of the board of directors, the remuneration scheme for senior managers of the company is proposed as follows:
The annual salary system is implemented for senior managers, which is divided into two parts: base salary and annual performance salary. In 2020, the performance salary of the president of the company was RMB 1112000, and the performance salary of other senior managers was paid according to the completion of their business. In 2021, the base salary of the president is 435600 yuan / year, which is paid on an average monthly basis. The base salary of the vice president, the chief financial officer and the Secretary of the board of directors is paid at 80% of the base salary of the president.
The independent directors of the company have expressed independent opinions on the proposal.
Voting results: 8 in favor, 0 against and 0 abstention were adopted.
3、 The proposal on changing the accounting firm was deliberated and adopted
Since Zhitong Certified Public Accountants (special general partnership) has provided audit services for the company for more than 5 years, according to the relevant regulations of the state-owned assets management department, the company needs to re select the annual audit institution. Taking into account the company's business development and the audit needs of annual financial statements, the company plans to hire Tianzhi International Certified Public Accountants (special general partnership) is the audit institution of the company in 2021.
The independent directors of the company have expressed independent opinions on the proposal. The proposal still needs to be submitted to the general meeting of shareholders for deliberation. Voting results: 8 in favor, 0 against and 0 abstention were adopted.
4、 The proposal on electing Mr. Guan Wei as an independent director of the 5th board of directors was deliberated and adopted. Ms. Wu Jingmei, the current independent director of the company, applied to resign as an independent director of the 5th board of directors and the corresponding positions of the special committee under the board of directors because she has served in the company for six years. The board of directors of the company nominated Mr. Guan Wei as an independent director candidate of the 5th board of directors, At the same time, they are added and elected as members of the audit committee, remuneration and assessment committee and Nomination Committee of the board of directors. Their term of office starts from the date of deliberation and approval by the general meeting of shareholders of the company to the expiration of the Fifth Board of directors of the company.
The independent directors of the company have expressed independent opinions on the proposal. The proposal still needs to be submitted to the general meeting of shareholders for deliberation. Voting results: 8 in favor, 0 against and 0 abstention were adopted.
5、 Reviewed and adopted the revised
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And handle the proposal on the change of industrial and commercial registration
According to the requirements of SASAC to incorporate the key requirements of the three-year action of state-owned enterprise reform into the articles of association and other systems, as well as the requirements of the "general legal adviser system" for the construction and rectification of central enterprises under the rule of law into the articles of association, and the work arrangement of the three-year action implementation plan of China Hualu Group Co., Ltd., the articles of association of Beijing E-Hualu Information Technology Co.Ltd(300212) is revised as follows:
Articles of association after modification
Article 12 the senior managers mentioned in the articles of association Article 12 the senior managers mentioned in the articles of association refer to the president of the company appointed by the board of directors, the president of the company appointed by the directors, the chief financial officer, the Secretary of the board of directors, the Secretary of the general Legal Committee The chief financial officer and other senior managers appointed by the board of directors and other senior managers proposed by the president. Clerk.
Article 41 the general meeting of shareholders is the power of the company Article 41 the general meeting of shareholders is the power organ of the company, which shall exercise the following functions and powers according to law:
（1） Determine the company's business policy and investment (1) determine the company's strategy and development plan;
Plan; （2） Determine the company's business policy and annual investment plan;
（2） Election and replacement of directors and supervisors not held by employee representatives (3) election and replacement of directors and supervisors not held by employee representatives, decision on relevant directors and supervisors, and decision on the remuneration of relevant directors and supervisors;
Remuneration for the event; （4） Review and approve the report of the board of directors;
（3） Review and approve the report of the board of directors; （5） Review and approve the report of the board of supervisors;
（4） Review and approve the report of the board of supervisors; （6） Review and approve the company's annual financial budget plan and final accounts (5) review and approve the company's annual financial budget plan;
Settlement plan and final settlement plan; （7） Deliberating and approving the company's profit distribution plan and making up losses (6) deliberating and approving the company's profit distribution plan and major income distribution matters;
Case and loss recovery plan; （8） Make resolutions on the increase or decrease of the company's registered capital; （7） (9) to make resolutions on the increase or decrease of the registered capital of the company; (9) to issue corporate bonds;
Make a resolution in this; （10） To make resolutions on the merger, division, dissolution, liquidation or change of the company (8) to issue corporate bonds; Making resolutions in the form of a company;
（9） (XI) to amend the articles of Association for the merger, division, dissolution of the company;
Make resolutions on liquidation or change of company form; （12） Approve major changes in accounting policies and accounting estimates of the company (10) amend the articles of Association; Programme;
（11） (13) make decisions on the employment and dismissal of accountants by the company (13) make decisions on the employment and dismissal of accounting firms by the company; Discussion;
（12） Deliberating and approving the provisions of Article 42 (14) deliberating and approving the guarantee matters specified in Article 42; Guarantee matters of the; （15） Review the company's purchase and sale of major assets within one year (XIII) review the company's purchase of more than 30% of the company's latest audited total assets within one year;
The sale of major assets exceeds the latest period of the company, which has been reviewed and approved by (16) to change the purpose of the raised funds;
Matters accounting for 30% of total assets; （17） Review the equity incentive plan;
（14） (XVIII) the company's annual general meeting of shareholders may authorize the board of directors to decide on matters; The total amount of non-public offering financing does not exceed the net assets at the end of the most recent year (XV) to review the equity incentive plan; 10% of the shares, the authorization shall be lost on the convening date of the next annual general meeting of shareholders (16) the annual general meeting of shareholders of the company can be authorized;
The board of directors has the right to decide that the total amount of non-public offering financing shall not (XIX) review the laws, administrative regulations, departmental rules or the shares whose net assets exceed 10% of the net assets at the end of the most recent year, and other matters that shall be decided by the general meeting of shareholders in accordance with the procedures. The authorization shall expire on the convening date of the next annual general meeting of shareholders;
（17） Consider other matters that shall be decided by the general meeting of shareholders in accordance with laws, administrative regulations, departmental rules or the articles of association.
(New) Article 43 upon the resolution of the general meeting of shareholders, the general meeting of shareholders may authorize the board of directors according to law, but shall not authorize the board of directors to exercise the functions and powers legally exercised by the general meeting of shareholders.
Without the consent of the general meeting of shareholders, the board of directors shall not delegate the decision-making matters authorized by the general meeting of shareholders to other governance subjects.
(New) Chapter V Party committee of the company
Article 98 in accordance with the provisions of the constitution of the Communist Party of China and with the approval of the party organization at a higher level, a committee of the Communist Party of China Beijing Beijing E-Hualu Information Technology Co.Ltd(300212) Information Technology Co., Ltd. shall be established. At the same time, a party discipline inspection committee was established in accordance with relevant regulations.
Article 99 the Party committee of the company shall be elected by the party members' Congress or the party members' Congress, and each term of office shall be 5 years. When the term of office expires, a general election shall be held on schedule. The term of office of the party's Discipline Inspection Committee is the same as that of the Party committee.
Article 100 the leading group of the company's Party committee is generally composed of 5 to 9 members, with one party secretary, two or one deputy party secretary.
Article 101 the Party committee of the company shall play a leading role, take the direction, manage the overall situation and promote the implementation, and discuss and decide the importance of the company in accordance with the regulations
Major events. The main responsibilities are:
(i) Strengthen the political construction of the company's party, adhere to and implement the fundamental system, basic system and important system of socialism with Chinese characteristics, educate and guide all Party members to always maintain a high degree of consistency with the Party Central Committee with Xi Jinping comrades as the core on the political position, political direction, political principles and political path.
（2） Deeply study and implement Xi Jinping the thought of socialism with Chinese characteristics in the new era, study and publicize the party's theory, implement the party's line, principles and policies, and supervise and ensure the implementation of major decisions and arrangements of the Party Central Committee and resolutions of higher-level party organizations in the company;
（3） Study and discuss major business and management matters of the company, and support the general meeting of shareholders, the board of directors, the board of supervisors and the management to exercise their functions and powers according to law; (IV) strengthen the leadership and control over the selection and employment of the company, and pay close attention to the construction of the company's leading group, cadres and talents; （5） Fulfill the main responsibility of the company for building a clean and honest government, lead and support the internal discipline inspection organization to perform the responsibilities of supervision, discipline enforcement and accountability, strictly enforce political discipline and political rules, and promote the extension of comprehensive and strict party governance to the grass-roots level
