Securities code: Chongqing Zaisheng Technology Co.Ltd(603601) securities abbreviation: Chongqing Zaisheng Technology Co.Ltd(603601) Announcement No.: pro 2022005 Chongqing Zaisheng Technology Co.Ltd(603601)
Announcement on the resolutions of the 16th meeting of the 4th board of supervisors
The board of supervisors and all supervisors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
1、 Meetings of the board of supervisors
Chongqing Zaisheng Technology Co.Ltd(603601) (hereinafter referred to as "the company") the notice of the 16th meeting of the 4th board of supervisors was sent by telephone, fax, e-mail or personal delivery on February 25, 2022. The meeting was held in the company's conference room at 14:00 p.m. on March 9, 2022. The meeting was presided over by Mr. Zheng Kaiyun, chairman of the board of supervisors of the company. The convening, convening, voting procedures and deliberations of the meeting comply with the provisions of the company law of the people's Republic of China, the securities law of the people's Republic of China and the Chongqing Zaisheng Technology Co.Ltd(603601) articles of association. The resolutions made are legal and valid. 2、 Deliberation at the meeting of the board of supervisors
1. Deliberated and adopted the work report of the board of supervisors in 2021
Voting results: 3 in favor, 0 against and 0 abstention.
The report needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
2. The proposal on confirming the full text and summary of the company's 2021 annual report was deliberated and adopted
See the website of Shanghai Stock Exchange on March 10, 2022 (www.see. Com. CN.) for the full text and summary of the company's 2021 annual report
In accordance with the relevant provisions of the securities law, the standards for the content and format of information disclosure by companies offering securities to the public No. 2 - the content and format of annual reports issued by the CSRC and the stock listing rules of Shanghai Stock Exchange, the board of supervisors of the company issued the following opinions after fully understanding and carefully reviewing the company's 2021 annual report:
(1) During the reporting period, the board of directors, directors and senior managers of the company did not violate laws and regulations or damage the interests of the company and shareholders.
(2) The company's 2021 annual audit report issued by Tianzhi International Certified Public Accountants (special general partnership) truly reflects the company's financial situation and operating results.
(3) Review opinions on the full text and summary of the company's 2021 annual report:
① The preparation and review procedures of the company's 2021 annual report comply with the provisions of laws, administrative regulations, the articles of association and various internal management systems of the company.
② The content and format of the full text and abstract of the company's 2021 annual report comply with the provisions of China Securities Regulatory Commission and Shanghai Stock Exchange, and the information contained can truly reflect the actual situation of the company's operation, management and financial status in 2021 from all aspects.
③ Before the board of supervisors put forward this opinion, it was not found that the personnel involved in the preparation and deliberation of the 2021 annual report had violated the confidentiality provisions.
④ Ensure the authenticity, accuracy and completeness of the information disclosed in the company's 2021 annual report, promise that there are no false records, misleading statements or major omissions, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Voting results: 3 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
3. The proposal on confirming the company's 2021 social responsibility report was deliberated and adopted
See the social responsibility report of the company in 2021 on the website of Shanghai Stock Exchange on March 10, 2022 at www.see com. cn.。
Voting results: 3 in favor, 0 against and 0 abstention.
4. Deliberated and adopted the financial final accounts of 2021 and the financial budget report of 2022
Voting results: 3 in favor, 0 against and 0 abstention.
The report needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
5. The proposal on the company's profit distribution and conversion of capital reserve into share capital in 2021 was deliberated and adopted. For details, see the website of Shanghai Stock Exchange on March 10, 2022 at www.sse.com com. cn.。
The board of supervisors considered that the company's 2021 profit distribution and capital reserve conversion plan complied with the provisions of relevant laws, regulations and the articles of association, and agreed to submit the matter to the 2021 annual general meeting of shareholders for deliberation after comprehensively considering internal and external factors, the company's business status, future development plan, future capital needs, the opinions of directors and the expectations of shareholders.
Voting results: 3 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
6. The proposal on the prediction of connected transactions in 2021 and daily connected transactions in 2022 was considered and adopted
For details, please refer to the website of Shanghai Stock Exchange on March 10, 2022 www.sse com. cn.。
The board of supervisors held that the daily related party transactions of the company in 2021 have fulfilled the necessary examination and approval procedures, and there is no situation that damages the interests of the company and shareholders, especially minority shareholders, and does not affect the independence of the company. The related party transactions between the company and related parties in 2022 are expected to be consistent with the actual daily related party transactions of the company in 2021, and the transaction pricing method and basis are objective and fair. In 2022, it is estimated that the related party transactions between the company and related parties will have an objective and fair pricing method and pricing basis, the contents and procedures comply with the relevant provisions of the Listing Rules of Shanghai Stock Exchange, the articles of association and the decision-making management system of related party transactions of the company, and there will be no acts detrimental to the interests of the shareholders of the company, It will not have an adverse impact on the company's continuous operation ability and independence. Voting results: 3 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
7. The proposal on confirming the special report on the deposit and actual use of the company's raised funds in 2021 was deliberated and adopted
For details, please refer to the website of Shanghai Stock Exchange on March 10, 2022 www.sse com. cn.。
The board of supervisors held that in 2021, the company carried out the use and management of the raised funds in accordance with the provisions of the company's raised funds management system. The use of the raised funds met the comprehensive needs of the investment projects of the raised funds, and there was no illegal use of the raised funds. The use of the raised funds does not conflict with the implementation plan of the investment project invested by the raised funds, and there is no change or disguised change in the investment direction of the raised funds and damage to the interests of shareholders.
Voting results: 3 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
8. The proposal on the company's 2021 annual internal control evaluation report was deliberated and adopted
For details, please refer to the website of Shanghai Stock Exchange on March 10, 2022 www.sse com. cn.。
The board of supervisors believes that: the company has established a relatively perfect, sound and effective internal control system, which can be effectively implemented, plays a good control and prevention role in all key links of the company's operation and management, can provide guarantee for the healthy operation of the company's businesses and the control of business risks, and the company's internal control organization is sound and the system is perfect, All businesses were carried out in strict accordance with relevant systems and processes, and no major defects in system design or implementation were found.
Voting results: 3 in favor, 0 against and 0 abstention.
9. The proposal on confirming the remuneration of directors, supervisors and senior managers of the company in 2021 was deliberated and adopted
Voting results: 3 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
10. Deliberated and passed the proposal on renewing the appointment of accounting firms
For details, please refer to the website of Shanghai Stock Exchange on March 10, 2022 www.sse com. cn.。
The board of supervisors held that during the period of acting as the company's audit institution in 2021, Tianzhi International Certified Public Accountants (special general partnership) strictly followed the requirements of relevant laws and regulations, performed its duties diligently, and completed the company's audit work in 2021 in accordance with the independent, objective and fair practice standards, and the audit report issued for the company was objective and reasonable It fairly reflects the financial situation and operating results of the company. It is agreed that the company intends to renew the appointment of Tianzhi International Certified Public Accountants (special general partnership) as the company's audit institution in 2022.
Voting results: 3 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
11. Deliberated and passed the proposal on the report on the use of the previously raised funds
For details, please refer to the website of Shanghai Stock Exchange on March 10, 2022 www.sse com. cn.。
The board of supervisors believes that the company has prepared the report on the use of Chongqing Zaisheng Technology Co.Ltd(603601) previous raised funds, which complies with the relevant provisions of the China Securities Regulatory Commission and Shanghai Stock Exchange on the deposit and use of raised funds of listed companies. The content of the report is true, accurate and complete, and there are no false records, misleading statements or major omissions, The report was verified by Tianzhi International Certified Public Accountants (special general partnership) and issued an assurance report.
Voting results: 3 in favor, 0 against and 0 abstention.
The report needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
12. The proposal on Canceling Part of stock options granted for the first time in 2019 stock option incentive plan was deliberated and adopted
For details, please refer to the website of Shanghai Stock Exchange on March 10, 2022 www.sse com. cn.。
The board of supervisors believes that the cancellation of some stock options of the company this time complies with relevant laws and regulations and the relevant provisions of the company's 2019 stock option incentive plan (Draft), and there is no damage to the interests of shareholders. It agrees that the company cancels some options this time.
Voting results: 3 in favor, 0 against and 0 abstention.
13. The proposal on the achievement of exercise conditions in the third exercise period of the first grant of stock options under the 2019 stock option incentive plan was deliberated and adopted
For details, please refer to the website of Shanghai Stock Exchange on March 10, 2022 www.sse com. cn.。
The board of supervisors believes that the performance of the company in 2021 has reached the assessment objectives, and the performance assessment results of each incentive object at the individual level are compliant and true, and there is no falsity, intentional concealment or major misunderstanding. According to the relevant provisions of the company's 2019 stock option incentive plan (Draft), the exercise conditions of the third exercise period of stock options first granted by the company's 2019 stock option incentive plan have been met; The exercise qualification of the exercisable incentive object is legal and effective, and meets the exercise conditions of the third exercise period of the company's incentive plan; This exercise arrangement (including exercise period, exercise conditions and other matters) complies with the relevant provisions of relevant laws, regulations and normative documents. It is agreed that the incentive objects meeting the exercise conditions shall exercise their rights independently within the specified exercise period.
Voting results: 3 in favor, 0 against and 0 abstention.
14. The proposal on cancelling part of stock options reserved for grant in 2019 stock option incentive plan was deliberated and adopted
For details, please refer to the website of Shanghai Stock Exchange on March 10, 2022 www.sse com. cn.。
The board of supervisors believes that the cancellation of some stock options of the company this time complies with relevant laws and regulations and the relevant provisions of the company's 2019 stock option incentive plan (Draft), and there is no damage to the interests of shareholders. It agrees that the company cancels some options this time.
Voting results: 3 in favor, 0 against and 0 abstention.
15. The proposal on the achievement of the exercise conditions for the second exercise period of stock options reserved and granted in the 2019 stock option incentive plan was deliberated and adopted
For details, please refer to the website of Shanghai Stock Exchange on March 10, 2022 www.sse com. cn.。
The board of supervisors believes that the performance of the company in 2021 has reached the assessment objectives, and the performance assessment results of each incentive object at the individual level are compliant and true, and there is no falsity, intentional concealment or major misunderstanding. According to the relevant provisions of the company's 2019 stock option incentive plan (Draft), the exercise conditions for the second exercise period of stock options reserved and granted in the company's 2019 stock option incentive plan have been met; The exercise qualification of the exercisable incentive object is legal and effective, and meets the exercise conditions for the second exercise period of stock options reserved in the company's 2019 stock option incentive plan; This exercise arrangement (including exercise period, exercise conditions and other matters) complies with the relevant provisions of relevant laws, regulations and normative documents. It is agreed that the incentive objects meeting the exercise conditions shall exercise their rights independently within the specified exercise period.
Voting results: 3 in favor, 0 against and 0 abstention.
16. The proposal on the company's compliance with the conditions for public issuance of A-share convertible corporate bonds was deliberated and adopted. See the website of Shanghai Stock Exchange on March 10, 2022 at www.sse.com for details com. cn.。
The board of supervisors believes that: according to the provisions of relevant laws, regulations and normative documents such as the company law, the securities law and the measures for the administration of securities issuance of listed companies of the CSRC, after careful self-examination and demonstration of the actual situation and relevant matters of the company, The board of supervisors believes that all conditions of the company meet the relevant provisions of current laws, regulations and normative documents on the public issuance of A-share convertible corporate bonds, and have the qualifications and conditions for the public issuance of A-share convertible corporate bonds.
Voting results: 3 in favor, 0 against and 0 abstention.
The proposal falls within the scope of relevant matters authorized by the board of directors at the first extraordinary general meeting of shareholders in 2021, and does not need to be submitted to the general meeting of shareholders of the company for deliberation.
17. The proposal on the company's plan for public issuance of A-share convertible corporate bonds in 2022 (Revised Draft) was deliberated and adopted
concrete content
