Securities code: Iray Technology Company Limited(688301) securities abbreviation: Iray Technology Company Limited(688301) Announcement No.: 2022012 Iray Technology Company Limited(688301)
Announcement of resolutions of the 10th meeting of the second 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 legal responsibility for the authenticity, accuracy and integrity of its contents according to law.
1、 Meetings of the board of directors
On March 15, 2022, Iray Technology Company Limited(688301) (hereinafter referred to as "the company") held the 10th meeting of the second board of directors (hereinafter referred to as "the meeting") by on-site and communication, and the notice of the meeting was sent by e-mail on March 4, 2022. The meeting was presided over by Mr. Tieer Gu, chairman of the board. There were 9 directors who should attend the meeting and 9 directors who actually attended and voted. The convening and voting procedures of the meeting comply with the provisions of the company law of the people's Republic of China, the articles of association and other relevant laws and regulations. 2、 Deliberations of the board meeting
(I) deliberated and passed the proposal on the work report of the board of directors in 2021
After deliberation, the board of Directors believes that the board of directors of the company in 2021, with the joint efforts of all directors, in accordance with the company law of the people's Republic of China, the articles of association and other provisions, and in the attitude and spirit of being responsible to all shareholders of the company, earnestly performed the functions and powers conferred by relevant laws and regulations, and actively and effectively carried out work.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
(II) deliberated and passed the proposal on the 2021 annual performance report of the audit committee of the board of directors
After deliberation, the board of Directors believes that the audit committee of the board of directors of the company performed the functions of the audit committee in 2021 in accordance with relevant systems and regulations, and relied on their respective professional background and experience to make the preparation of the company's periodic reports, the supervision of internal audit, the renewal of the appointment of external audit institutions and the scientificity of the company's related party transactions.
Voting results: 9 in favor, 0 against and 0 abstention.
(III) deliberated and passed the proposal on the company's 2021 annual general manager's work report
After deliberation, the board of Directors believes that the general manager led the company's employees to implement business development around strategic and business objectives in 2021 and achieved good results. The company seized the development opportunities of the industry and effectively promoted the steady development of various businesses.
Voting results: 9 in favor, 0 against and 0 abstention.
(IV) deliberated and passed the proposal on the company's internal control evaluation report in 2021
After deliberation, the board of Directors believes that the company has maintained an effective internal control system in all major aspects of financial and non-financial reports in 2021, and the internal control has been operated continuously and effectively as a whole.
Voting results: 9 in favor, 0 against and 0 abstention.
(V) deliberated and passed the proposal on the company's 2021 annual financial statement report
After deliberation, the board of directors considered that the financial statements of the company for 2021 were prepared in accordance with the company law of the people's Republic of China, accounting standards for business enterprises and the articles of association, which fairly reflected the financial status of the consolidated company as of December 31, 2021 and the operating results and cash flow of the consolidated company for the whole year of 2021. Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
(VI) the proposal on the company's 2021 annual report and summary was deliberated and adopted
After deliberation, the board of Directors believes that the annual report and summary of the company for 2021 are prepared in accordance with the company law of the people's Republic of China, the articles of association and other relevant provisions in all major aspects, and the information contained can truly reflect the company's business and financial status in 2021. It is not found that the personnel involved in the preparation and review of the company's 2021 annual report have violated the confidentiality provisions.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Disclosed summary of Iray Technology Company Limited(688301) 2021 annual report and Iray Technology Company Limited(688301) 2021 annual report.
This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
(VII) deliberated and passed the proposal on the company's annual profit distribution plan in 2021
After deliberation, the board of Directors believes that the decision-making procedure, form and proportion of profit distribution of the company's profit distribution plan in 2021 comply with the provisions of relevant laws and regulations and the articles of Association; The profit distribution plan fully considers various factors such as the company's profitability, cash flow status and capital demand. There is no damage to the interests of minority shareholders, which is in line with the current operation situation of the company and conducive to the sustainable, stable and healthy development of the company.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Announcement of Iray Technology Company Limited(688301) on annual profit distribution plan in 2021 (Announcement No.: 2022014) disclosed. Voting results: 9 in favor, 0 against and 0 abstention.
Independent directors have expressed their independent opinions on this proposal. This proposal shall be submitted to the general meeting of shareholders of the company for deliberation. (VIII) deliberated and passed the proposal on the company's special report on the deposit and actual use of raised funds in 2021
After deliberation, the board of Directors believes that the deposit and use of the raised funds of the company in 2021 comply with the relevant provisions of the China Securities Regulatory Commission and Shanghai Stock Exchange on the deposit and use of the raised funds of listed companies, there is no illegal use of the raised funds, there is no change or disguised change in the investment direction of the raised funds and damage to the interests of shareholders.
The recommendation institution has issued verification opinions on the matters of this proposal; The audit institution has also issued an assurance report on this proposal.
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 Iray Technology Company Limited(688301) 2021 (Announcement No.: 2022016).
Voting results: 9 in favor, 0 against and 0 abstention.
Independent directors have expressed their independent opinions on this proposal.
(IX) deliberated and passed the proposal on the special report on the use of the previously raised funds
In accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the measures for the administration of securities issuance and registration of companies listed on the science and Innovation Board (for Trial Implementation), the provisions on the report on the use of previously raised funds (Zheng Jian FA FA Zi [2007] No. 500) and other relevant laws, regulations and normative documents, The company prepared the report on the use of Iray Technology Company Limited(688301) previously raised funds and hired Lixin Certified Public Accountants (special general partnership) to issue the verification report on the use of Iray Technology Company Limited(688301) previously raised funds (xksbz [2022] No. za10323).
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) disclosed by the company on the same day Report on the use of Iray Technology Company Limited(688301) previously raised funds and assurance report on the use of Iray Technology Company Limited(688301) previously raised funds.
Voting results: 9 in favor, 0 against and 0 abstention.
Independent directors have expressed their independent opinions on this proposal. This proposal shall be submitted to the general meeting of shareholders of the company for deliberation. (x) deliberated and passed the proposal on the change of accounting estimates of the company
After deliberation, the board of Directors believes that the change of accounting estimates complies with the relevant provisions of the accounting standards for Business Enterprises No. 28 - accounting policies, changes in accounting estimates and error correction and the actual operation of the company, can more objectively and truly reflect the financial status and operating results of the company and its subsidiaries, and there is no situation that damages the interests of shareholders of the company, especially small and medium-sized shareholders; The review procedure of this accounting estimate change complies with the provisions of the company law of the people's Republic of China and other relevant laws and regulations and the articles of association.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Announcement of Iray Technology Company Limited(688301) on changes in accounting estimates (Announcement No.: 2022017) disclosed.
Voting results: 9 in favor, 0 against and 0 abstention.
Independent directors have expressed their independent opinions on this proposal.
（11） Deliberated and passed the proposal on the appointment of financial audit institutions and internal control audit institutions in 2022
After deliberation, the board of directors considered that in consideration of the work performance, professional ability and service level of Lixin Certified Public Accountants (special general partnership) and the good cooperative relationship between the firm and the company for a long time, the board of directors agreed that the company would hire Lixin Certified Public Accountants (special general partnership) as the financial audit institution and internal control audit institution of the company in 2022, The term of employment is one year.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) The announcement of Iray Technology Company Limited(688301) on the appointment of financial audit institutions and internal control audit institutions in 2022 (Announcement No.: 2022015) disclosed.
Independent directors have expressed their prior approval opinions and independent opinions on this proposal. This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
（12） The proposal on the company's election of non independent directors and the corresponding adjustment of the members of the special committee was deliberated and adopted
According to the company law of the people's Republic of China and the articles of association, the board of directors plans to recommend Mr. Richard aufrichtig as a candidate for non independent director of the second board of directors of the company and adjust the members of the special committee. For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Announcement of Iray Technology Company Limited(688301) on resignation of directors and by election of directors and members of special committees of the board of directors (Announcement No.: 2022018) disclosed.
Voting results: 9 in favor, 0 against and 0 abstention.
Independent directors have expressed their independent opinions on this proposal. This proposal shall be submitted to the general meeting of shareholders of the company for deliberation. （13） The proposal on the remuneration of directors of the company in 2022 was deliberated and adopted
After deliberation, the board of directors considered that the remuneration received the annual remuneration according to the administrative positions (if any) or responsibilities held by each director and the internal remuneration system of the company, and assessed and received the bonus according to the internal remuneration management system of the company, which was in line with the provisions of relevant national laws, regulations and the articles of association.
Voting results: 9 in favor, 0 against and 0 abstention.
Independent directors have expressed their independent opinions on this proposal. This proposal shall be submitted to the general meeting of shareholders of the company for deliberation. （14） Deliberated and passed the proposal on the remuneration of senior managers of the company in 2022
After deliberation, the board of Directors believes that the salary is formulated according to the administrative positions or responsibilities held by the senior managers of the company and the internal salary system of the company, and the evaluation and bonus are obtained according to the internal salary management system of the company, which is in line with the relevant national laws, regulations and the articles of association.
Voting results: 9 in favor, 0 against and 0 abstention.
Independent directors have expressed their independent opinions on this proposal.
（15） The proposal on carrying out full-featured cross-border two-way RMB capital pool business was deliberated and adopted
In order to better realize the company's centralized management and system connection of domestic and foreign funds and support the development of overseas business of the company within the group, the board of directors agreed that the company should carry out the full-function cross-border two-way RMB capital pool business within the group, and authorized the chairman or other persons authorized by him to be fully responsible for handling various specific matters related to the business.
Voting results: 9 in favor, 0 against and 0 abstention.
（16） Deliberated and adopted the proposal on proposing to convene the 2021 annual general meeting of shareholders
The board of Directors proposes to convene the 2021 annual general meeting of shareholders. The participants in the meeting are shareholders or shareholder representatives, directors, supervisors, senior managers, witness lawyers and other guests invited by the company.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) The notice of Iray Technology Company Limited(688301) on convening the company's 2021 annual general meeting of shareholders (Announcement No.: 2022019) disclosed. Voting results: 9 in favor, 0 against and 0 abstention.
It is hereby announced.
Iray Technology Company Limited(688301) board of directors March 17, 2022
