Securities code: Sichuan Jiuyuan Yinhai Software Co.Ltd(002777) securities abbreviation: Sichuan Jiuyuan Yinhai Software Co.Ltd(002777) Announcement No.: 2022008
Sichuan Jiuyuan Yinhai Software Co.Ltd(002777)
Announcement on the resolutions of the 12th 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.
1、 Meetings of the board of directors
Sichuan Jiuyuan Yinhai Software Co.Ltd(002777) the notice of the 12th meeting of the 5th board of directors was delivered to all directors, supervisors and senior managers by personal delivery, telephone and e-mail on March 1, 2022. On March 11, 2022, the meeting was held as scheduled in the conference room on the 25th floor, yinhaixin block, Sanse Road, Jinjiang District, Chengdu, Sichuan Province by means of on-site communication. 9 directors should attend the meeting, and 9 directors actually attended the meeting. The meeting was presided over by the chairman, Mr. Lian Chunhua, and relevant personnel attended the meeting as nonvoting delegates. The convening and convening of the meeting shall comply with the provisions of relevant laws, regulations and the articles of association.
2、 Deliberations of the board meeting
The meeting voted on various proposals by open ballot, deliberated and adopted the following proposals:
1. Review the proposal of 2021 general manager’s work report
After hearing and deliberation, the directors attending the meeting believed that the 2021 general manager’s work report objectively and truly reflected the company’s operating results in 2021 and better completed the tasks of the board of directors.
Voting results: 9 in favor, 0 against and 0 abstention. The bill has been passed.
2. Deliberation on the proposal of the company’s 2021 financial final accounts report
During the reporting period, the company achieved a total operating revenue of 130590721066 yuan, an increase of 13.21% over the same period of last year; The operating profit was 25365294309 yuan, an increase of 7.23% over the same period of last year; The total profit was 25431892301 yuan, an increase of 8.41% over the same period of last year; The net profit attributable to the shareholders of the listed company was 21850227304 yuan, an increase of 17.09% over the same period last year; The basic earnings per share was 0.70 yuan / share, an increase of 18.64% over the same period last year. The main factor of profit growth is the growth of software business income in the current period.
At the end of the reporting period, the total assets of the company were 243418805880 yuan, an increase of 9.53% over the end of the previous year; The owner’s equity attributable to the shareholders of the listed company was 142156767157 yuan, an increase of 13.76% over the end of the previous year; The net assets per share attributable to the shareholders of the listed company was 4.53 yuan / share, an increase of 13.81% over the beginning of this report. It is mainly the impact of the company’s profit growth.
The directors attending the meeting believed that the financial statement of the company in 2021 objectively and truly reflected the financial situation and operating results of the company in 2021.
Voting results: 9 in favor, 0 against and 0 abstention. The bill has been passed.
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
3. Review the proposal on the performance appraisal results of the company’s management salary in 2021
After hearing and deliberation, the directors attending the meeting believed that the performance appraisal results of the company’s management salary in 2021 objectively and truly reflected the appraisal of the company’s business objectives in 2021. Independent directors have expressed independent opinions. See http://www.cn.info.com.cn for details.
Voting results: 9 in favor, 0 against and 0 abstention. The bill has been passed.
4. Deliberation on the proposal of 2021 internal control self evaluation report
The directors attending the meeting believed that the design of the company’s current internal control system is sound and reasonable, and the implementation is effective. In all major aspects, there is no situation that the company’s property is subject to significant losses or has a significant impact on and distortion of the financial statements due to the out of control of the internal control system. Independent directors expressed independent opinions. See http://www.cn.info.com.cn for details of the report and relevant opinions.
Voting results: 9 in favor, 0 against and 0 abstention. The bill has been passed.
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
5. Review the proposal of the company’s profit distribution plan in 2021
According to the audit of Lixin Certified Public Accountants (special general partnership), the net profit attributable to the shareholders of the listed company in 2021 was 21850227304 yuan, the legal surplus reserve was 2083685611 yuan, plus the undistributed profit of 44725159647 yuan at the end of the year, minus the profit distribution of 4710358140 yuan in 2020, and the profit available for distribution as of December 31, 2021 was 597813432 yuan.
The distribution plan for 2021 reviewed by the board of directors is: take the total share capital of 314023876 shares as the base, distribute cash dividends of 2.00 yuan (including tax) to all shareholders for every 10 shares, and it is expected to distribute cash dividends of about 6280477520 yuan without bonus shares; Taking the total share capital of 314023876 shares as the base, the capital reserve is used to increase 3 shares for every 10 shares to all shareholders. After the increase, the total share capital of the company is changed to 408231038 shares (the final number of shares is subject to the calculation data of zhongdeng company after the increase). The capital source of this increase is the capital stock premium formed by the initial public offering shares of the company’s IPO and non-public offering shares in 2018. The remaining undistributed profits are carried forward to the following years. The 2021 profit distribution plan of the company complies with the relevant provisions of the profit distribution policy in the articles of association of the company. The profit distribution plan is published in the securities times, China Securities News, Shanghai Securities News, securities daily and cninfo (www.cn. Info. Com. CN.). Independent directors expressed independent opinions. See http://www.cn.info.com.cn for details. Voting results: 9 in favor, 0 against and 0 abstention. The bill has been passed.
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
6. Review the proposal on the work report of the board of directors of the company in 2021
For details of the 2021 work report of the board of directors of the company, see http://www.cn.info.com.cn.
Voting results: 9 in favor, 0 against and 0 abstention. The bill has been passed.
Li Guangjin, Qin Zhiguang and Feng Jian, the independent directors of the company, respectively submitted the report on the work of independent directors in 2021 to the board of directors, and the independent directors of the company will report on their work at the 2021 annual general meeting of shareholders of the company. For details, see http://www.cn.info.com.cn.
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
7. Deliberation on the proposal on the text and summary of the company’s 2021 Annual Report
In strict accordance with the relevant provisions and requirements of the securities law, the Listing Rules of Shenzhen Stock Exchange and the articles of association, the company has prepared the company’s 2021 annual report and the summary of the company’s 2021 annual report. See http://www.cn.info.com.cn for details, The summary of the company’s 2021 annual report is also published in the securities times, China Securities News, Shanghai Securities News and Securities Daily.
Voting results: 9 in favor, 0 against and 0 abstention. The bill has been passed.
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
8. Review the proposal on the special report on the deposit and use of the company’s raised funds in 2021
Lixin Certified Public Accountants (special general partnership) issued the assurance report on the annual storage and use of raised funds in 2021. The directors attending the meeting believed that the special report on the storage and use of raised funds in 2021 truthfully reflected the actual storage and use of raised funds in 2021 in all major aspects. Independent directors gave independent opinions and Gf Securities Co.Ltd(000776) gave verification opinions. The special report on the deposit and use of the company’s raised funds in 2021 and relevant independent opinions and verification opinions are detailed on cninfo.com.cn.
Voting results: 9 in favor, 0 against and 0 abstention. The bill has been passed.
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
9. Deliberating the proposal on the special audit statement on the occupation of funds by Sichuan Jiuyuan Yinhai Software Co.Ltd(002777) controlling shareholders and other related parties
The company prepared the summary of capital occupation of controlling shareholders and other related parties in 2021, and issued the special report on the occupation of Sichuan Jiuyuan Yinhai Software Co.Ltd(002777) non operating funds and other related capital transactions through the special audit of Lixin Certified Public Accountants (special general partnership). The directors attending the meeting believed that the capital occupation of the company’s controlling shareholders and other related parties in 2021 was a normal business transaction, and there was no illegal occupation of the company’s funds by the controlling shareholders and other related parties. Independent directors expressed independent opinions. The special report on the occupation of Sichuan Jiuyuan Yinhai Software Co.Ltd(002777) non operating funds and other related capital transactions and independent opinions are detailed in http://www.cn.info.com.cn. Voting results: 6 in favor, 0 against and 0 abstention. Song Xiaopei, Li Haiyan and Chen quangen, affiliated directors, avoided voting. The bill has been passed.
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
10. Deliberating the proposal on the appointment of audit institutions in 2022
After the prior approval of all independent directors and the deliberation and approval of the audit committee, the board of directors agreed to renew the appointment of Lixin Certified Public Accountants (special general partnership) as the audit institution of the company in 2022, and the estimated audit cost is 750000 yuan. Independent directors have expressed independent opinions. See http://www.cn.info.com.cn for details
Voting results: 9 in favor, 0 against and 0 abstention. The bill has been passed.
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
11. Deliberation on the proposal on the verification report on replacing the expenditure of self owned funds in advance of raised investment projects in 2021 with raised funds
The company has prepared the special statement on replacing the project expenditure of self owned funds in advance of raised investment in 2021 with raised funds, and issued the assurance report on Sichuan Jiuyuan Yinhai Software Co.Ltd(002777) replacing the project expenditure of self owned funds in advance of raised investment in 2021 with raised funds after special audit by Lixin Certified Public Accountants (special general partnership). The directors present at the meeting believed that the special instructions on replacing the expenditure of self owned funds in advance of raised investment projects in 2021 with raised funds complied with the relevant provisions of the rules and regulations of listed companies and the actual situation. See http://www.cn.info.com.cn for details of the verification report on Sichuan Jiuyuan Yinhai Software Co.Ltd(002777) using raised funds to replace the expenditure of self owned funds in advance of raised investment projects in 2021.
Voting results: 9 in favor, 0 against and 0 abstention. The bill has been passed.
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
12. Considering the proposal on convening Sichuan Jiuyuan Yinhai Software Co.Ltd(002777) 2021 annual general meeting, the company plans to hold the 2021 annual general meeting in the company’s conference room at 2:30 p.m. on April 8, 2022. See http://www.cn.info.com.cn for the notice of the general meeting of shareholders, It was also published in the securities times, China Securities News, Shanghai Securities News and Securities Daily.
Voting results: 9 in favor, 0 against and 0 abstention. The bill has been passed.
It is hereby announced.
Sichuan Jiuyuan Yinhai Software Co.Ltd(002777) board of directors
March 11, 2002
