Securities code: Changchun High And New Technology Industries (Group) Inc(000661) securities abbreviation: Changchun High And New Technology Industries (Group) Inc(000661) Announcement No.: 2022009 Changchun High And New Technology Industries (Group) Inc(000661) technology industry (Group) Co., Ltd
Announcement of resolutions of the 10th meeting of the 10th 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. Changchun High And New Technology Industries (Group) Inc(000661) technology industry (Group) Co., Ltd. (hereinafter referred to as “the company”) sent the notice of the 10th meeting of the 10th board of directors by telephone and wechat on March 5, 2022.
2. The board of directors was held in the form of communication meeting at 9 a.m. on March 15, 2022.
3. At this meeting, there are 9 directors who should participate in voting and 9 directors who actually participate in voting.
4. The meeting was presided over by Mr. Ma Ji, chairman of the board, and the supervisors and senior managers of the company attended the meeting as nonvoting delegates. 5. The meeting was held in accordance with relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
2、 Deliberations of the board meeting
After careful discussion by the directors attending the meeting, the following proposals were considered and adopted:
1. Work report of the board of directors in 2021
Voting results: 9 in favor, 0 against and 0 abstention.
See http://www.cn.info.com.cn for details Work report of the board of directors in 2021. This proposal will be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
The independent directors of the company have submitted their work report to the board of directors and will report on their work at the 2021 annual general meeting of shareholders of the company.
2. Full text and summary of 2021 Annual Report
Voting results: 9 in favor, 0 against and 0 abstention.
See http://www.cn.info.com.cn for details Full text and summary of 2021 annual report. This proposal will be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
3. Financial statement report of 2021
Voting results: 9 in favor, 0 against and 0 abstention.
According to the audit of Daxin Certified Public Accountants (special general partnership), an accounting firm hired by the company, the company achieved operating income of 1074671726221 yuan, total profit of 461669875604 yuan and net profit of 389746435824 yuan in 2021 (including net profit attributable to the owner of the parent company of 375747295311 yuan), The owner’s equity of the parent company is RMB 145721381, of which the net asset income per share is RMB 236871328%, and the net income attributable to the owner’s equity of the parent company is RMB 236870128%.
The independent directors of the company have expressed their independent opinions on the proposal.
This proposal will be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
4. 2021 profit distribution plan
Voting results: 9 in favor, 0 against and 0 abstention.
The undistributed profit at the beginning of the statement period of the parent company in 2021 was 213781376029 yuan, the net profit attributable to the parent company in 2021 was 140653821228 yuan, the statutory surplus reserve was 14065382123 yuan, the discretionary surplus reserve was 14065382123 yuan, the dividend in 2020 was 32377623200 yuan, and the undistributed profit at the end of the statement period of the parent company at the end of 2021 was 293926809811 yuan.
In accordance with the principle of the same shares with the same rights and the same shares with the same profits, it is proposed to distribute cash of 8 yuan (including tax) for every 10 shares based on 402247089 shares of the company’s current total share capital of 404720290 shares after deducting 2473201 shares held in the special securities account for repurchase, and the total amount of cash dividends distributed is 32179767120 yuan. The remaining undistributed profits of 261747042691 yuan of the parent company will be rolled over to future years. After the announcement of this profit distribution plan and before its implementation, if the company’s share capital changes due to convertible bonds to shares and other reasons, the company will adjust the distribution proportion according to the principle that the total amount of cash dividends remains unchanged.
The independent directors of the company have expressed their independent opinions on the proposal.
This proposal will be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
5. Proposal on reappointment of financial audit institutions in 2022
Voting results: 9 in favor, 0 against and 0 abstention.
After deliberation, it is agreed to continue to employ Daxin Certified Public Accountants (special general partnership) as the company’s financial audit institution in 2022 to provide financial audit services for the company, with a remuneration of 1 million yuan.
See http://www.cn.info.com.cn for details Announcement on the proposed renewal of the accounting firm in 2022.
The independent directors of the company have expressed their independent opinions on the proposal.
This proposal will be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
6. Proposal on reappointment of internal control audit institutions in 2022
Voting results: 9 in favor, 0 against and 0 abstention.
After deliberation, it is agreed to continue to employ Daxin Certified Public Accountants (special general partnership) as the internal control audit institution of the company in 2022, with a remuneration of 250000 yuan.
See http://www.cn.info.com.cn for details Announcement on the proposed renewal of the accounting firm in 2022.
The independent directors of the company have expressed their independent opinions on the proposal.
This proposal will be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
7. Self evaluation report on internal control in 2021
Voting results: 9 in favor, 0 against and 0 abstention.
See http://www.cn.info.com.cn for details Self evaluation report on internal control in 2021.
The independent directors of the company believe that the self-evaluation report on internal control in 2021 truly and objectively reflects the construction and operation of the company’s internal control system, and there are no important and major defects.
8. Environmental, social and Governance (ESG) report 2021
Voting results: 9 in favor, 0 against and 0 abstention.
See http://www.cn.info.com.cn for details Environmental, social and Governance (ESG) report 2021.
9. Proposal on establishing project follow-up investment system for subsidiaries
In order to ensure the organic combination of shareholders’ interests, subsidiaries’ interests and employees’ personal interests, reflect the values of CO creation, sharing and sharing, stimulate the enthusiasm of core employees for innovation and entrepreneurship, support the implementation of the overall strategy of the subsidiary and achieve high-quality development, the board of directors of the subsidiary Changchun jinshai Pharmaceutical Co., Ltd. proposed and reviewed by the board of directors of the company, Now it is decided to establish a project follow-up investment system for subsidiaries, and formulate the basic rules for project follow-up investment of Changchun kinsay Pharmaceutical Co., Ltd.
Voting results: 9 in favor, 0 against and 0 abstention.
For details, see the Annex: basic rules for project follow-up investment of Changchun kinsay Pharmaceutical Co., Ltd.
10. Proposal on Amending the articles of Association
Voting results: 9 in favor, 0 against and 0 abstention. For details, see the Annex: Amendment to the articles of association. This proposal will be submitted to the 2021 annual general meeting of shareholders of the company for deliberation in the form of special proposal. 11. Voting results of the proposal on Amending the rules of procedure of the general meeting of shareholders: 9 in favor, 0 against and 0 abstention. For details, see the Annex: Amendment to the rules of procedure of the general meeting of shareholders. This proposal will be submitted to the 2021 annual general meeting of shareholders of the company for deliberation in the form of special proposal. 12. Voting results of the proposal on Amending the rules of procedure of the board of directors: 9 votes in favor, 0 against and 0 abstention. For details, see the Annex: Amendment to the rules of procedure of the board of directors. This proposal will be submitted to the 2021 annual general meeting of shareholders of the company for deliberation in the form of special proposal. 13. Voting results of the proposal on Amending the independent director system: 9 votes in favor, 0 against and 0 abstention. For details, see the Annex: Amendment to the independent director system. This proposal will be submitted to the 2021 annual general meeting of shareholders of the company for deliberation. 14. Voting results of the proposal on Amending the working rules of the audit committee of the board of directors: 9 votes in favor, 0 votes against and 0 abstentions. See http://www.cn.info.com.cn for details Detailed rules for the work of the audit committee of the board of directors. 15. Voting results of the proposal on Amending the related party transaction management system: 9 votes in favor, 0 against and 0 abstention. See http://www.cn.info.com.cn for details Related party transaction management system. 16. Voting results of the proposal on Amending the internal control system: 9 votes in favor, 0 against and 0 abstention. See http://www.cn.info.com.cn for details Internal control system. 17. Voting results of the proposal on Amending the registration and management system for insiders: 9 votes in favor, 0 against and 0 abstention.
See http://www.cn.info.com.cn for details Registration and management system for insiders of inside information.
18. Proposal on Amending the information disclosure management system
Voting results: 9 in favor, 0 against and 0 abstention.
See http://www.cn.info.com.cn for details Information disclosure management system.
19. Proposal on capital increase of Shanghai Chunan Biomedical Technology Co., Ltd
Voting results: 9 in favor, 0 against and 0 abstention.
See http://www.cn.info.com.cn for details Announcement on foreign investment on capital increase and acquisition of partial equity of Shanghai Chun’an Biomedical Technology Co., Ltd.
20. Proposal on making donations to fully support the fight against covid-19 pneumonia
Voting results: 9 in favor, 0 against and 0 abstention.
At present, the situation of covid-19 pneumonia prevention and control is grim. In order to fully support the fight against covid-19 pneumonia, earnestly fulfill the social responsibility of listed companies and give back to the society, the company decided to donate RMB 5 million to the Red Cross Foundation of Changchun new area to support the fight against covid-19 pneumonia prevention and control.
See http://www.cn.info.com.cn for details Announcement on external donations. 21. Proposal on convening the 2021 annual general meeting of shareholders
Voting results: 9 in favor, 0 against and 0 abstention.
The 2021 annual general meeting of shareholders of the company is planned to be held on April 7, 2022. Please refer to http://www.cn.info.com.cn for details of the meeting Notice on convening the 2021 annual general meeting of shareholders. 3、 Documents for future reference
1. Resolutions of the board of directors signed and sealed by the directors attending the meeting;
2. Other documents required by Shenzhen Stock Exchange.
Board of directors of Changchun High And New Technology Industries (Group) Inc(000661) technology industry (Group) Co., Ltd
March 17, 2022
Annex I: Amendment to the articles of Association
According to the guidelines for the articles of association of listed companies (revised in 2022) and in combination with the actual situation of the company, the articles of association are revised as follows:
Before and after correction
Article 2… Article 2
The company was established by means of directional raising with the approval of Chang Ti Gai (1993) No. 33 document of Changchun Economic System Reform Commission and the approval of shegai (1993) No. 33 document of Changchun Economic System Reform Commission; Registered with Changchun Administration for Industry and Commerce and established; Registered with Changchun market supervision and Administration Bureau and obtained a business license. The company has a unified social credit code to obtain a business license. The unified social credit code of the company is 91220101243899305a. 91220101243899305A。
Article 4 registered name of the company: Changchun High And New Technology Industries (Group) Inc(000661) Technology Article 4 registered name of the company: Changchun High And New Technology Industries (Group) Inc(000661) technology industry (Group) Co., Ltd
