Securities code: Sichuan Chengfei Integration Technology Corp.Ltd(002190) securities abbreviation: Sichuan Chengfei Integration Technology Corp.Ltd(002190) Announcement No.: 2022004 Sichuan Chengfei Integration Technology Corp.Ltd(002190)
Announcement of resolutions of the 13th meeting of the seventh 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
1. Time and method of issuing the notice of the meeting of the board of directors: Sichuan Chengfei Integration Technology Corp.Ltd(002190) (hereinafter referred to as “the company”) the notice of the 13th meeting of the seventh board of directors was sent in writing and e-mail on March 1, 2022.
2. Time, place and method of convening the board meeting: the board meeting was held in Chengdu, Sichuan Province on March 11, 2022 in a combination of on-site and communication.
3. Number of participants in the meeting: 9 people should attend the meeting and 9 people actually attended the meeting, including Mr. Chu Kexin and Mr. He Jun who attended and voted by means of communication.
4. Moderator and non voting participants: the meeting of the board of directors was presided over by Mr. Shi Xiaoqing, chairman of the company, and some supervisors and senior executives of the company attended the meeting.
5. Legality and compliance of the meeting: the convening and holding of the meeting of the board of directors comply with the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
2、 Deliberations of the board meeting
After careful deliberation and voting by open ballot, the following proposals were considered and passed one by one:
1. The work report of the general manager in 2021 was reviewed and adopted.
Voting: 9 in favor, 0 against and 0 abstention; The bill was passed.
2. The work report of the board of directors in 2021 was considered and adopted.
Voting: 9 in favor, 0 against and 0 abstention; The proposal was passed and must be submitted to the general meeting of shareholders for deliberation.
See the work report of the board of directors in 2021 on cninfo (www.cn. Info. Com. CN), the company’s designated information disclosure website.
Sheng Yi, Jiang Nan and Chu Kexin, the independent directors of the company, respectively submitted the report on the work of independent directors to the board of directors. For details, see http://www.cn.info.com.cn; The independent directors of the company will report on their duties at the 2021 annual general meeting of shareholders.
3. Deliberated and adopted the financial statement report for 2021.
Voting: 9 in favor, 0 against and 0 abstention; The proposal was passed and must be submitted to the general meeting of shareholders for deliberation.
The financial indicators of the 2021 financial statement have been confirmed in the audit report (TJs [2022] No. 11-11) issued by Tianjian Certified Public Accountants (special general partnership). For details, please refer to cninfo (www.cn. Info. Com. CN.) on March 15, 2022 Disclosed financial final accounts report of 2021.
4. The 2021 profit distribution plan was reviewed and approved.
Voting: 9 in favor, 0 against and 0 abstention; The proposal was passed and must be submitted to the general meeting of shareholders for deliberation.
The profit distribution plan for 2021 is: Based on the total share capital of 358729343 shares at the end of 2021, a cash dividend of RMB 0.50 (including tax) is distributed to all shareholders for every 10 shares, with a total cash dividend of RMB 1793646715; 0 bonus shares (including tax) will be given, and the capital stock will not be increased with the accumulation fund.
The company’s profit distribution plan for 2021 is based on the actual situation of the company, which is conducive to the stable development of the company and does not harm the interests of investors.
The majority of shareholders can exchange information through interaction（ http://irm.cn.info.com.cn. ）. official website of the company (www.cac-citc. Com.) Message board, company email stock@cac -citc. cn. Leave a message or make comments or suggestions by calling directly (028874550336048). The company will fully listen to the opinions and suggestions of shareholders and respond to the concerns of shareholders in time.
For details, please refer to China Securities News, securities times and cninfo (www.cn. Info. Com. CN.) on March 15, 2022 Announcement on 2021 profit distribution plan disclosed by the company.
5. Deliberated and adopted the report on self-evaluation of internal control in 2021.
Voting: 9 in favor, 0 against and 0 abstention; The bill was passed.
For details, please refer to cninfo (www.cn. Info. Com. CN.) on March 15, 2022 Self evaluation report on internal control in 2021 disclosed.
The board of supervisors issued review opinions on this proposal. For details, see the company on the designated information disclosure website cninfo.com.cn on March 15, 2022 The audit opinions of the board of supervisors on the company’s self-evaluation report on internal control in 2021 in the announcement of the resolution of the ninth meeting of the seventh board of supervisors disclosed by the company.
6. Reviewed and adopted the summary report of internal audit in 2021.
Voting: 9 in favor, 0 against and 0 abstention; The bill was passed.
7. The proposal on reviewing the 2021 social responsibility report was considered and adopted.
Voting: 9 in favor, 0 against and 0 abstention; The bill was passed.
For details, please refer to cninfo (www.cn. Info. Com. CN.) on March 15, 20222021 social responsibility report disclosed.
8. The full text and summary of the 2021 annual report were considered and adopted.
Voting: 9 in favor, 0 against and 0 abstention; The proposal was passed and must be submitted to the general meeting of shareholders for deliberation.
See China Securities Journal, securities times and cninfo (www.cn. Info. Com. CN.) on March 15, 2022 for details of the summary of the 2021 annual report, For details of the full text of the 2021 annual report, please refer to the company’s designated information disclosure website, http://www.cn.info.com.cn.
9. The report on continuous risk assessment of deposits and loans related to AVIC Finance Co., Ltd. was reviewed and adopted.
Voting: 9 in favor, 0 against and 0 abstention; The bill was passed.
In accordance with the provisions of the guidelines for self regulation of listed companies No. 7 – transactions and related party transactions, the company checked the certificate data of AVIC Finance Co., Ltd., assessed its business qualification, business and risk status, and issued the continuous risk assessment report on deposits and loans related to AVIC Finance Co., Ltd. For details, please refer to cninfo (www.cn. Info. Com. CN.) on March 15, 2022 The continuous risk assessment report on deposits and loans related to AVIC Finance Co., Ltd.
10. The 2022 business plan was reviewed and adopted.
Voting: 9 in favor, 0 against and 0 abstention; The bill was passed.
11. The proposal on approval and authorization of financing scale in 2022 was considered and adopted.
Voting: 9 in favor, 0 against and 0 abstention; The proposal was passed and must be submitted to the general meeting of shareholders for deliberation.
The meeting agreed that the company and its subsidiaries should apply to banks and other financing institutions for the maximum available credit line of no more than (including) 640 million yuan and the loan amount of no more than 202 million yuan in 2022. At the same time, the general meeting of shareholders is requested to authorize the chairman of the company to sign the legal documents related to the above matters of the parent company and the subsidiary company. The authorization period is from the date of deliberation and approval of the general meeting of shareholders to the date of deliberation and approval of the proposal for financing limit of the next year.
For details, please refer to cninfo (www.cn. Info. Com. CN.) on March 15, 2022 Approval and authorization of financing scale in 2022 disclosed.
12. The financial budget plan for 2022 was considered and adopted.
Voting: 9 in favor, 0 against and 0 abstention; The proposal was passed and must be submitted to the general meeting of shareholders for deliberation.
For details, please refer to cninfo (www.cn. Info. Com. CN.) on March 15, 2022 Disclosed financial budget plan for 2022.
13. The proposal on formulating the reporting system of the board of directors to the general meeting of shareholders was considered and adopted.
Voting: 9 in favor, 0 against and 0 abstention; The bill was passed.
14. The proposal on the proposed reappointment of the audit institution in 2022 was considered and adopted.
Voting: 9 in favor, 0 against and 0 abstention; The proposal was passed and must be submitted to the general meeting of shareholders for deliberation.
The board of directors agreed that the company would hire Tianjian Certified Public Accountants (special general partnership) as the audit institution in 2022, and requested the general meeting of shareholders to authorize the management of the company to negotiate and determine the relevant business remuneration of Tianjian Certified Public Accountants (special general partnership) and sign relevant agreements and documents according to the actual situation of the company’s audit business and with reference to the charging standards of the audit industry. For details, please refer to China Securities News, securities times and cninfo (www.cn. Info. Com. CN.) on March 15, 2022 The announcement on the proposed renewal of the accounting firm disclosed. 15. The proposal on convening the 2021 annual general meeting of shareholders was considered and adopted.
Voting: 9 in favor, 0 against and 0 abstention; The bill was passed.
The board of directors of the company decided to hold the 2021 annual general meeting of shareholders on April 7, 2022 in the company’s conference room, No. 666-1, Riyue Avenue, Qingyang District, Chengdu, Sichuan Province. The meeting will be held by a combination of on-site voting and online voting. For details, please refer to China Securities Journal, securities times and cninfo (www.cn. Info. Com. CN.) on March 15, 2022 Notice on convening the 2021 annual general meeting of shareholders disclosed.
The independent directors gave their independent opinions on motion 4 and motion 5, and gave their independent opinions of prior approval and consent on motion 9 and motion 14. For details, see the company’s website on March 15, 2022 (www.cn. Info. Com. CN.) Disclosed “prior approval letter of independent directors on matters related to the 13th meeting of the seventh board of directors” and “special instructions and independent opinions of independent directors on matters related to the 13th meeting of the seventh board of directors”.
3、 Documents for future reference
1. Resolutions of the 13th meeting of the 7th board of directors of the company;
2. Prior approval letter of independent directors on matters related to the 13th meeting of the seventh board of directors;
3. Special instructions and independent opinions of independent directors on matters related to the 13th meeting of the seventh board of directors.
It is hereby announced.
Sichuan Chengfei Integration Technology Corp.Ltd(002190) board of directors
March 15, 2022
