Securities code: Shanghai Action Education Technology Co.Ltd(605098) securities abbreviation: Shanghai Action Education Technology Co.Ltd(605098) Announcement No.: 2022003 Shanghai Action Education Technology Co.Ltd(605098)
Announcement on the resolution of the fifth meeting of the Fourth Board of directors
The board of directors and all directors 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 directors
Shanghai Action Education Technology Co.Ltd(605098) (hereinafter referred to as "the company") notified all directors of the company in writing and email on March 5, 2022 of the notice of the fifth meeting of the Fourth Board of directors. The meeting was held at 10:00 on March 15, 2022 in the company's conference room in the form of on-site combined communication. There are 7 directors who should attend the meeting, and 7 actually attended the meeting. The meeting was presided over by Mr. Li Jian, chairman of the board. The meeting was held in accordance with the provisions of the company law, the articles of association and relevant laws and regulations.
2、 Deliberations of the board meeting
After full deliberation by the directors present at the meeting, the following resolutions were formed:
(I) the proposal on the work report of the board of directors in 2021 was deliberated and passed
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(II) the proposal on the 2021 general manager's work report of the company was deliberated and passed
Voting results: 7 in favor, 0 against and 0 abstention.
(III) the proposal on the company's 2021 annual report and its summary was deliberated and passed
Voting results: 7 in favor, 0 against and 0 abstention.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Disclosed annual report of the company in 2021 and summary of annual report of the company in 2021.
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(IV) the proposal on the performance of the audit committee of the board of directors in 2021 was deliberated and adopted
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Disclosed the 2021 performance report of the audit committee of the board of directors.
(V) the proposal on the performance of independent directors in 2021 was deliberated and passed
Voting results: 7 in favor, 0 against and 0 abstention.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Disclosed the 2021 performance report of the audit committee of the board of directors.
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(VI) deliberated and passed the proposal on the company's 2021 annual financial statement report
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(VII) the proposal on the 2022 financial budget report of the company was deliberated and passed
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(VIII) the proposal on the company's special report on the deposit and actual use of raised funds in 2021 was deliberated and passed
The independent directors expressed their independent opinions on the matter.
Voting results: 7 in favor, 0 against and 0 abstention.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Special report on the deposit and actual use of raised funds in 2021 disclosed.
(IX) the proposal on the company's profit distribution plan for 2021 was deliberated and passed
Audited by Ernst & Young Huaming Certified Public Accountants (special general partnership), the net profit attributable to the listed company in 2021 was 170806670 yuan, and the net profit in the consolidated statements was 17297233921 yuan; As of December 31, 2021, the distributable profit of the parent company is 33063739868 yuan, and the balance of capital reserve is 50219298176 yuan; The accumulated undistributed profit in the consolidated statements is 43481003561 yuan, and the balance of capital reserve is 50272356709 yuan.
According to the provisions of the articles of association, in combination with the company's future development needs, and in order to better repay investors and share the company's growth income with investors, on the premise of ensuring the normal operation and long-term development of the company, the company plans to distribute cash dividends of RMB 15.00 (including tax) to all shareholders for every 10 shares based on 84341857 shares. Based on this calculation, a total of 12651278550 yuan of cash dividend (including tax) is proposed to be distributed, and the capital reserve is used to pay the whole
The number of shares increased this time is 33736743 shares (the number of shares increased is rounded according to the actual calculation results, and the final amount shall be subject to the actual increase of China Securities Depository and Clearing Co., Ltd.).
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Announcement of annual profit distribution plan for 2021 disclosed by the company.
The independent directors expressed their independent opinions on the matter.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(x) the proposal on the company's proposal on engaging the company's audit institution in 2022 was deliberated and passed. The company plans to continue to employ Ernst & Young Huaming Certified Public Accountants (special general partnership) as the company's financial audit institution in 2022, and at the same time employ Ernst & Young Huaming certified Public Accountants (special general partnership) as the company's internal control audit institution in 2022.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) The announcement on renewing the appointment of accounting firms disclosed.
The independent directors expressed their prior approval opinions and independent opinions on the matter.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
（11） The proposal on the 2022 remuneration plan for directors and senior managers of the company was deliberated and passed
1. On the remuneration of non independent directors in management positions
Directors of the company who hold management positions shall be paid according to the company's salary system according to their management positions and with reference to the salary level of similar positions in the same industry, and shall not receive director's allowance separately.
2. Remuneration of non independent directors who do not hold management positions
The allowance for non independent directors who do not hold management positions is 120000 yuan / year (before tax).
3. About the remuneration of independent directors
The allowance for independent directors of the company is 240000 yuan / year (before tax).
4. Remuneration of non directors and senior management
Senior managers of the company receive salaries according to the company's salary system according to their specific management positions in the company and the salary level of similar positions in the same industry.
The independent directors expressed their independent opinions on the matter.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
（12） The proposal on the prediction of daily related party transactions between the company and Beijing yikangmei Network Technology Co., Ltd. in 2022 was reviewed and approved
The independent directors expressed their independent opinions on the matter.
Voting results: 6 in favor, 0 against, 0 abstention and 1 withdrawal. Mr. Li Jian, the director, avoided voting.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) The announcement on the forecast of daily related party transactions in 2022 disclosed.
（13） The proposal on the prediction of daily related party transactions between the company and Ningxia Shanghai Action Education Technology Co.Ltd(605098) Technology Co., Ltd. in 2022 was reviewed and approved
The independent directors expressed their independent opinions on the matter.
Voting results: 7 in favor, 0 against and 0 abstention.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) The announcement on the forecast of daily related party transactions in 2022 disclosed.
（14） The proposal on the company's cash management with idle self owned funds was reviewed and approved, and the independent directors expressed their independent opinions on the matter.
Voting results: 7 in favor, 0 against and 0 abstention.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Announcement on cash management using idle self owned funds disclosed by the company.
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
（15） The proposal on the use of temporarily idle raised funds for cash management of the company was deliberated and passed
The independent directors expressed their independent opinions on the matter.
Voting results: 7 in favor, 0 against and 0 abstention.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Announcement on cash management with temporarily idle raised funds disclosed.
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
（16） The proposal on changing the registered address of the company, amending the articles of association and handling the industrial and commercial change registration was deliberated and passed
Voting results: 7 in favor, 0 against and 0 abstention.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) The announcement on changing the registered address of the company, amending the articles of association and handling the industrial and commercial change registration disclosed.
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
（17） The proposal on convening the 2021 annual general meeting of shareholders of the company was deliberated and adopted. The voting results were: 7 in favor, 0 against and 0 abstention.
The company plans to hold the 2021 annual general meeting of shareholders on April 7, 2022. For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Notice on convening the 2021 annual general meeting of shareholders disclosed. It is hereby announced.
Shanghai Action Education Technology Co.Ltd(605098) board of directors March 17, 2022
