Securities code: Zhang Xiaoquan Inc(301055) securities abbreviation: Zhang Xiaoquan Inc(301055) Announcement No.: 2022003 Zhang Xiaoquan Inc(301055)
Announcement of resolutions of the 9th meeting of the second 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
Zhang Xiaoquan Inc(301055) (hereinafter referred to as “the company”) the notice of the ninth meeting of the second board of directors was sent by email on March 1, 2022 and held in the company’s conference room on March 11, 2022 by on-site combined communication. The meeting was presided over by the chairman, Mr. Zhang Guobiao. There were 9 directors who should attend the meeting, and 9 directors actually attended the meeting, of which 7 attended the meeting by means of communication voting. All supervisors and senior managers attended the meeting as nonvoting delegates. The convening and convening of the meeting shall 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 other laws, administrative regulations, departmental rules, normative documents and the articles of association. 2、 Deliberations of the board meeting
After careful discussion by all directors attending the meeting, the following proposals were considered and adopted:
(I) deliberated and passed the proposal on the annual report of 2021 and its summary
For details, please refer to the company’s website on the same day（ http://www.cn.info.com.cn. ）Disclosed annual report of 2021 and summary of annual report of 2021. The summary of 2021 annual report is also published in the newspapers and periodicals designated by the company for information disclosure: China Securities News, Shanghai Securities News, securities times and Securities Daily.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(II) deliberated and passed the proposal on the work report of the board of directors in 2021
For details, please refer to the company’s website on the same day（ http://www.cn.info.com.cn. ）Disclosed the work report of the board of directors in 2021.
Chen Yinghua, Li Yuanxu and Yu Jingxuan, the independent board of directors of the company, submitted the report on the work of independent directors in 2021 and will report on their work at the 2021 annual general meeting of shareholders of the company. See the work report of the company on cninfo.com on the same day for details（ http://www.cn.info.com.cn. ）The report on the work of independent directors in 2021 (Chen Yinghua), the report on the work of independent directors in 2021 (Li Yuanxu) and the report on the work of independent directors in 2021 (Yu Jingxuan) disclosed.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(III) deliberated and passed the proposal on the work report of the general manager in 2021
The board of Directors believes that the management represented by the general manager of the company effectively implemented the resolutions of the board of directors in 2021, and the report objectively and truly reflects the main work of the management in 2021.
Voting results: 9 in favor, 0 against and 0 abstention.
(IV) deliberated and passed the proposal on the financial final accounts report of 2021
After deliberation, the board of Directors believes that the company’s 2021 financial statement objectively and truly reflects the company’s financial situation and operating results in 2021.
For details, please refer to the company’s disclosure on cninfo.com on the same day（ http://http://www.cn.info.com.cn. ）Financial final accounts report of 2021. http://www.cn.info.com.cn. Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(V) deliberated and passed the proposal on the profit distribution plan for 2021
After review, the board of Directors believes that the situation described in the profit distribution plan matches the actual situation of the company, comprehensively considers the sustainable development of the company and the reasonable investment return to the majority of investors, is conducive to sharing the operating results of the company’s growth with all shareholders, and is in line with the relevant provisions on profit distribution in the company’s charter. Therefore, it is agreed to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
For details, please refer to the company’s website on the same day（ http://www.cn.info.com.cn. ）Announcement on 2021 profit distribution plan disclosed by the company.
Voting results: 9 in favor, 0 against and 0 abstention.
All independent directors of the company expressed their independent opinions on this proposal.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(VI) deliberated and passed the proposal on the special report on the deposit and use of raised funds in 2021
For details, please refer to the company’s website on the same day（ http://www.cn.info.com.cn. ）Special report on the deposit and use of raised funds in 2021 disclosed.
Voting results: 9 in favor, 0 against and 0 abstention.
All independent directors of the company have expressed their independent opinions on this proposal, the recommendation institution has issued special verification opinions, and the audit institution has issued an assurance report.
(VII) deliberated and passed the proposal on the self evaluation report on internal control in 2021
For details, please refer to the company’s website on the same day（ http://www.cn.info.co m.cn. ） Self evaluation report on internal control in 2021 disclosed.
Voting results: 9 in favor, 0 against and 0 abstention.
All independent directors of the company gave their independent opinions on the proposal, and the board of supervisors gave their audit opinions. The recommendation institution issued special verification opinions.
(VIII) deliberated and passed the proposal on the prediction of daily connected transactions in 2022
For details, please refer to the company’s website on the same day（ http://www.cn.info.com.cn. ）Announcement on the forecast of daily connected transactions in 2022 disclosed by the company.
Voting results: 6 in favor, 0 against and 0 abstention. Related directors Zhang Guobiao, Zhang Zhangsheng and Zhang Xincheng avoided voting.
All the independent directors of the company gave their prior approval and independent opinions on the proposal, and the recommendation institution issued no objection verification opinions.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(IX) deliberated and passed the proposal on the prediction of the guarantee amount in 2022
For details, please refer to the company’s website on the same day（ http://www.cn.info.com.cn. ）The announcement on the prediction of the guarantee amount in 2022.
Voting results: 9 in favor, 0 against and 0 abstention.
All independent directors of the company expressed independent opinions on this proposal.
(x) deliberated and passed the proposal on the entrusted financial management plan in 2022
For details, please refer to the company’s website on the same day（ http://www.cn.info.com.cn. ）Announcement on entrusted financial management plan in 2022 disclosed by the company.
Voting results: 9 in favor, 0 against and 0 abstention.
All independent directors of the company expressed independent opinions on this proposal. The recommendation institution issued a no objection verification opinion on the matter.
（11） The proposal on changing the company’s business scope, amending the articles of association and handling the industrial and commercial change registration was deliberated and adopted
For details, please refer to the company’s website on the same day（ http://www.cn.info.com.cn. ）The announcement on changing the company’s business scope, amending the articles of association and handling the industrial and commercial change registration disclosed.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
（12） The proposal on Revising the information disclosure management system was deliberated and adopted
For details, please refer to the company’s website on the same day（ http://www.cn.info.com.cn. ）Information disclosure management system.
Voting results: 9 in favor, 0 against and 0 abstention.
（13） The proposal on Amending the investor relations management system was deliberated and adopted
For details, please refer to the company’s website on the same day（ http://www.cn.info.com.cn. ）Disclosed investor relations management system.
Voting results: 9 in favor, 0 against and 0 abstention.
（14） Deliberated and adopted the proposal on formulating the internal reporting system for major matters
For details, please refer to the company’s website on the same day（ http://www.cn.info.com.cn. ）Internal reporting system for major events disclosed.
Voting results: 9 in favor, 0 against and 0 abstention.
（15） Deliberated and adopted the proposal on formulating the management system for external donations
For details, please refer to the company’s website on the same day（ http://www.cn.info.com.cn. ）Disclosed the management system for external donations.
Voting results: 9 in favor, 0 against and 0 abstention.
（16） The proposal on the renewal of the company’s audit institution in 2022 was deliberated and adopted
For details, please refer to the company’s website on the same day（ http://www.cn.info.com.cn. ）Announcement on reappointment of the company’s audit institution in 2022 disclosed by the company.
Voting results: 9 in favor, 0 against and 0 abstention.
All independent directors of the company have expressed their prior approval and independent opinions on this proposal.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
（17） Deliberated and passed the proposal on confirming the remuneration of directors and senior executives
In accordance with the current laws and regulations and the relevant provisions of the articles of association and the working rules of the remuneration and assessment committee, the remuneration scheme of the directors and senior executives of the company in 2022 is confirmed.
Non independent directors who concurrently hold other positions in the company shall be paid according to their respective positions according to the relevant salary standards and systems of the company, and the company has not paid the remuneration of directors during their term of office.
For details of the remuneration of other directors and senior executives, please refer to the company’s website on the same day（ http://www.cn.info.com.cn. ）Relevant contents of “VII. Directors, supervisors and senior managers” in “section IV corporate governance” of the 2021 annual report disclosed.
Voting results: 3 in favor, 0 against and 0 abstention. Non independent directors have avoided voting when considering and confirming their remuneration.
All independent directors of the company expressed independent opinions on this proposal.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
（18） The proposal on confirming the allowance of independent directors was deliberated and adopted
According to the operation of the company and the work of each independent director, the allowance for independent directors of the company is 50000 yuan / year, which is received once every six months.
Voting results: 6 in favor, 0 against and 0 abstention, of which three independent directors avoided voting. This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
（19） The proposal on convening the 2021 annual general meeting of shareholders of the company was deliberated and adopted
The board of directors agreed to hold the 2021 annual general meeting of shareholders on April 7, 2022 by means of on-site combined with online voting.
For details, please refer to the company’s website on the same day（ http://www.cn.info.com.cn. ）Notice on convening the company’s 2021 annual general meeting of shareholders disclosed.
Voting results: 9 in favor, 0 against and 0 abstention.
3、 Documents for future reference
Resolution of the 9th meeting of the second board of directors.
It is hereby announced.
Zhang Xiaoquan Inc(301055) board of directors March 15, 2022
