Securities code: Changying Xinzhi Technology Co.Ltd(002664) securities abbreviation: Changying Xinzhi Technology Co.Ltd(002664) Announcement No.: 2022013 Changying Xinzhi Technology Co.Ltd(002664)
Announcement of resolutions of the 18th meeting of the 4th 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
Changying Xinzhi Technology Co.Ltd(002664) (hereinafter referred to as “the company”) the 18th meeting of the Fourth Board of directors (hereinafter referred to as “the meeting”) was held at 14:00 on March 16, 2022 in the conference room of the ninth building of the company by means of on-site voting and communication. The meeting was presided over by Mr. Yin Wei, chairman of the board. The notice of the meeting was sent by hand, fax or e-mail on February 26, 2022. Nine directors should be present at this meeting, and nine actually present (including Chairman Yin Wei, director Bai Zhiming, Director Fu Junhui, director Ma Qiancheng, independent director Zhang Yong and independent director Wang Hongyang, who participated in the voting by means of communication voting). Some supervisors and senior managers of the company attended the meeting as nonvoting delegates.
The convening, convening and voting of this meeting comply with the company law, the articles of association, the rules of procedure of the board of directors and relevant laws and regulations.
2、 Deliberations of the board meeting
After deliberation, the meeting adopted the following resolutions:
1. The proposal on the general manager’s work report in 2021 was deliberated and adopted.
Voting results: 9 in favor, 0 against and 0 abstention.
2. The proposal on the financial final accounts report of 2021 was deliberated and adopted.
The amount was 2195822 million yuan, a year-on-year decrease of – 39.26%; The net profit attributable to the listed company was 20.42 million yuan, a year-on-year decrease of – 35%; The total assets of the company were 66949706 million yuan, with a year-on-year increase of 24.03%; The net assets attributable to shareholders of listed companies were 2903999100 yuan, with a year-on-year increase of 6.58%.
The board of supervisors of the company expressed opinions on this matter.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation
3. The proposal on the profit distribution plan for 2021 was deliberated and adopted.
Audited by Dahua Certified Public Accountants (special general partnership), Changying Xinzhi Technology Co.Ltd(002664) (statement of parent company) achieved operating income of 294375624851 yuan, total profit of 21358030090 yuan and net profit of 19555337207 yuan in 2021. After withdrawing legal accumulation fund of 193000000 yuan in accordance with the articles of association, plus undistributed profit of 161186671619 yuan at the beginning of the year, deducting annual profit of 4033200000 yuan in 2020 distributed in the current year, The total profit available for distribution to shareholders in 2021 is 176515808826 yuan.
The company’s annual profit distribution plan for 2021 is now proposed as follows: Based on the total share capital registered on the equity distribution registration date (deducting the number of shares in the special account for share repurchase), cash dividends of 0.60 yuan (including tax) are distributed to all shareholders for every 10 shares, and cash dividends of 2423280000 yuan are expected to be distributed. The actual amount of distribution is subject to the announcement on the implementation of equity distribution issued by the company. The remaining undistributed profits are carried forward to the next year, and the capital reserve is not converted into share capital or bonus shares this time.
See details disclosed by the company on cninfo.com（ http://www.cn.info.com.cn. ）Announcement of profit distribution plan for 2021 (Announcement No.: 2022015).
The independent directors and the board of supervisors of the company expressed their opinions on this matter.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
4. The proposal on self-evaluation report on internal control in 2021 was considered and adopted.
See details disclosed by the company on cninfo.com（ http://www.cn.info.com.cn. ）Self evaluation report on internal control of the company in 2021.
The independent directors and the board of supervisors of the company expressed their opinions on this matter
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
5. The proposal on the occupation of the company’s funds by controlling shareholders and related parties was deliberated and adopted.
In 2021, the company had no non operating funds occupied by controlling shareholders and other related parties. Dahua Certified Public Accountants (special general partnership) issued the special statement on the occupation of funds by controlling shareholders and other related parties. For details, see the company’s disclosure on cninfo.com.cn.
The independent directors and the board of supervisors of the company expressed their opinions on this matter.
Voting results: 8 in favor, 0 against and 0 abstention. Mr. Yin Wei, a related director, abstained from voting. 6. The proposal on the company’s plan to continue to hire an accounting firm was deliberated and adopted.
See details disclosed by the company on cninfo.com（ http://www.cn.info.com.cn. ）Announcement on the company’s intention to renew the appointment of an accounting firm (Announcement No.: 2022016).
The independent directors and the board of supervisors of the company expressed their opinions on this matter.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
7. The proposal on the work report of the board of directors in 2021 was considered and adopted.
For details, see “I. industry situation of the company during the reporting period”, “II. Main business of the company during the reporting period”, “III. analysis of core competitiveness”, “IV. analysis of main business”, “VI. analysis of assets and liabilities” and “Xi. Prospect of the company’s future development” in Section III “management discussion and analysis” of the full text of the 2021 annual report.
Wang Hongyang, Zhang Yong, Zhou Yuejiang and Chen Yuan, the independent directors of the company, submitted the report on the work of independent directors in 2021 to the board of directors and will report on their work at the 2021 annual general meeting of shareholders of the company. For details, please refer to cninfo.com on the same day（ http://www.cn.info.com.cn. )。
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
8. The proposal on 2021 annual report and summary was deliberated and adopted.
See details disclosed by the company on cninfo.com（ http://www.cn.info.com.cn. ）Annual report 2021 and summary of annual report 2021 (Announcement No.: 2022017).
The board of supervisors expressed opinions on the matter.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
9. The proposal on applying for comprehensive credit line from banks in 2022 was deliberated and adopted.
In order to meet the needs of the company’s operation, management and development and broaden financing channels, the company (including its subsidiaries included in the company’s consolidated statements) plans to apply to relevant banks for a comprehensive credit line of no more than 380 million yuan in 2022.
See details disclosed by the company on cninfo.com（ http://www.cn.info.com.cn. ）Announcement on applying for comprehensive credit line from banks in 2022 (Announcement No.: 2022018).
The independent directors and the board of supervisors of the company expressed their opinions on this matter.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
10. The proposal on providing guarantee for subsidiaries by the company was deliberated and adopted.
In order to support the operation and development needs of subsidiaries and solve the financing and financing problems of subsidiaries, the company plans to provide bank credit guarantee of no more than 460 million yuan for subsidiaries in 2022.
See details disclosed by the company on cninfo.com（ http://www.cn.info.com.cn. ）Announcement on guarantee provided by the company for subsidiaries (Announcement No.: 2022019).
The independent directors and the board of supervisors of the company expressed their opinions on this matter.
Voting results: 7 in favor, 0 against and 0 abstention. Mr. Yin Wei and Mr. Xu Zhenghui, affiliated directors, avoided voting.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
11. The proposal on the self inspection form for the implementation of internal control rules was deliberated and adopted.
Voting results: 9 in favor, 0 against and 0 abstention.
12. The proposal on the company using its own idle funds to purchase bank short-term financial products was deliberated and adopted. Starting from the overall planning and actual arrangement, under the condition of normal operation, in order to improve the fund use efficiency of the company (including subsidiaries included in the scope of the company’s consolidated statements), make rational use of its own idle funds, improve the overall performance level of the company, and seek more return on investment for the shareholders of the company. The company (including its subsidiaries included in the company’s consolidated statements) plans to use its own idle funds of no more than 300 million yuan to purchase bank short-term financial products. At the same time, in order to control risks, the investment varieties are low-risk, short-term (no more than one year) financial products. Within the above limit, the funds can be used on a rolling basis.
See details disclosed by the company on cninfo.com（ http://www.cn.info.com.cn. ）Announcement on the company using its own idle funds to purchase bank short-term financial products (Announcement No.: 2022020). The independent directors and the board of supervisors of the company expressed their opinions on this matter.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
13. The proposal on the expected daily related party transactions of the company in 2022 was deliberated and adopted.
See details disclosed by the company on cninfo.com（ http://www.cn.info.com.cn. ）Announcement on the expected daily connected transactions of the company in 2022 (Announcement No.: 2022021).
The independent directors of the company gave their prior approval opinions and independent opinions on the matter, and the board of supervisors gave their opinions on the matter.
Voting results: 8 in favor, 0 against and 0 abstention. Mr. Yin Wei, a related director, abstained from voting.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
14. The proposal on carrying out forward foreign exchange settlement business in 2022 was deliberated and adopted.
See details disclosed by the company on cninfo.com（ http://www.cn.info.com.cn. ）Announcement on carrying out forward foreign exchange settlement business in 2022 (Announcement No.: 2022022).
The independent directors and the board of supervisors of the company expressed their opinions on this matter.
Voting results: 9 in favor, 0 against and 0 abstention.
15. The proposal on adjusting the list of incentive objects and the number of granted rights and interests of the 2022 stock option incentive plan was reviewed and approved.
In 2022, pan Linshun, the incentive object in the stock option incentive plan, will no longer meet the qualification of the incentive object of this incentive plan due to his resignation, and the company will withdraw a total of 30000 stock options to be granted to him. Therefore, in 2022, the total number of stock option incentive objects granted by the stock option incentive plan was adjusted from 125 to 124, and the number of stock options granted was adjusted from 6.055 million to 5.975 million.
See details disclosed by the company on cninfo.com（ http://www.cn.info.com.cn. ）Announcement on adjusting the list of incentive objects and the number of granted rights and interests of the 2022 stock option incentive plan (Announcement No.: 2022023).
The independent directors and the board of supervisors of the company expressed independent opinions on this matter.
Voting results: 7 in favor, 0 against and 0 abstention. Related directors Mr. Xu Zhenghui and Mr. Li Haiqiang avoided voting.
16. The proposal on granting stock options to incentive objects was deliberated and adopted.
According to the relevant provisions of the measures for the administration of equity incentive of listed companies, the 2022 stock option incentive plan (Draft) and the authorization of the first extraordinary general meeting of shareholders in 2022 held by the company on February 14, 2022, the board of directors of the company believes that the conditions for granting stock options in the company’s equity incentive plan have been met. It is agreed to determine March 16, 2022 as the grant date of this stock option, granting a total of 5.975 million stock options to 124 incentive objects.
See details disclosed by the company on cninfo.com（ http://www.cn.info.com.cn. ）Announcement on granting stock options to incentive objects of 2022 stock option incentive plan (Announcement No.: 2022024). The independent directors and the board of supervisors of the company expressed independent opinions on this matter.
Voting results: 7 in favor, 0 against and 0 abstention. Related directors Mr. Xu Zhenghui and Mr. Li Haiqiang avoided voting.
17. The proposal on convening the 2021 annual general meeting of shareholders was deliberated and adopted.
The board of directors of the company agreed to hold the 2021 annual general meeting of shareholders in the company’s conference room on April 8, 2022. Details of meeting notice
