Securities code: Shenzhen Tianyuan Dic Information Technology Co.Ltd(300047) securities abbreviation: Shenzhen Tianyuan Dic Information Technology Co.Ltd(300047) Announcement No.: 202206 Shenzhen Tianyuan Dic Information Technology Co.Ltd(300047)
Announcement of resolutions of the 13th meeting of the 5th board of supervisors
The company and all members of the board of supervisors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
Shenzhen Tianyuan Dic Information Technology Co.Ltd(300047) (hereinafter referred to as "the company") the 13th meeting of the 5th board of supervisors was held on March 22, 2022. The company has sent the notice of the meeting of the board of supervisors to all supervisors by email on March 12, 2022. Three supervisors should be present at the meeting, and three supervisors should attend the meeting in person. The convening and convening of this meeting comply with relevant national laws, regulations and the articles of association. The meeting was presided over by Mr. Yang Wenqing, chairman of the board of supervisors. The attending supervisors carefully deliberated and formed the following resolutions:
1、 Deliberated and adopted the full text and summary of the 2021 Annual Report
Voting results: 3 in favor, 0 against and 0 abstention.
The board of supervisors carefully reviewed the 2021 annual report and abstract, and put forward the following written review opinions: after review, the board of supervisors considered that the company's procedures for preparing and reviewing the 2021 annual report complied with laws, administrative regulations and the provisions of the CSRC, and the contents of the report truly, accurately and completely reflected the actual situation of the listed company, without any false records, misleading statements or major omissions.
For details, please refer to the company's website (www.cn. Info. Com. CN.) on the same day Disclosed annual report of 2021 and summary of annual report of 2021. The summary of the 2021 annual report was published in the securities times, China Securities Journal and Securities Daily on the same day.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
2、 Deliberated and adopted the work report of the board of supervisors in 2021
Voting results: 3 in favor, 0 against and 0 abstention.
For details, please refer to the company's website (www.cn. Info. Com. CN.) on the same day Disclosed the work report of the board of supervisors in 2021.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
3、 Reviewed and adopted the audited financial report for 2021
Voting results: 3 in favor, 0 against and 0 abstention.
The board of supervisors carefully examined the standard unqualified audit report on the 2021 financial report issued by Dahua Certified Public Accountants (special general partnership). Through the inspection, the board of supervisors put forward the following written audit opinions: the company's 2021 financial report is true and reliable and fairly reflects the company's financial status and operating results in all major aspects.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
4、 Deliberated and adopted the financial final accounts report of 2021
Voting results: 3 in favor, 0 against and 0 abstention.
For details, please refer to the company's website (www.cn. Info. Com. CN.) on the same day Disclosed financial final accounts report of 2021.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
5、 Deliberated and adopted the profit distribution plan for 2021
Voting results: 3 in favor, 0 against and 0 abstention.
The board of supervisors believes that the profit distribution plan for 2021 proposed by the company complies with the relevant provisions of the articles of association and the actual situation of the current company, is conducive to the sustainable, stable and healthy development of the company, has fulfilled the necessary approval procedures, and complies with the relevant laws and regulations such as the Listing Rules of gem shares of Shenzhen Stock Exchange, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of GEM listed companies Provisions of normative documents and the articles of association.
For details, please refer to the company's website (www.cn. Info. Com. CN.) on the same day The announcement on the profit distribution plan of 2021 disclosed.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
6、 The proposal on the remuneration of directors, supervisors and senior managers in 2022 was deliberated and adopted
Voting results: 3 in favor, 0 against and 0 abstention.
The board of supervisors believes that the remuneration plan of the company's directors, supervisors and senior managers in 2022 is in line with the company's remuneration level.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
7、 Deliberated and passed the proposal on renewing the appointment of audit institutions in 2022
Voting results: 3 in favor, 0 against and 0 abstention.
The board of supervisors believes that Dahua Certified Public Accountants (special general partnership) has rich professional experience, is familiar with the company's development and financial situation, and has the ability to undertake the company's financial audit. In order to ensure the continuity and robustness of the audit work, it is agreed to renew the appointment of Dahua Certified Public Accountants (special general partnership) as the audit institution of the company in 2022 for one year, and the audit fee shall be determined according to the actual audit needs of the company. For details, please refer to the company's website (www.cn. Info. Com. CN.) on the same day Announcement on reappointment of audit institutions in 2022 disclosed.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
8、 Deliberated and adopted the self-evaluation report on internal control in 2021
Voting results: 3 in favor, 0 against and 0 abstention.
The board of supervisors held that in 2021, the company formulated and improved various internal control systems and corporate governance structure in accordance with the company law, the securities law and the relevant provisions of Shenzhen Stock Exchange on GEM listed companies, and established an internal control environment for the standardized operation of the company. It ensures the orderly and effective development of the company's business activities, protects the safety and integrity of the company's assets, and protects the interests of the company and its shareholders. The company's internal control system is complete, reasonable and effective, and no major defects or important defects in the company's financial report or non-financial report were found during the reporting period. The self-evaluation report of the company's internal control in 2021 is true and effective.
For details, please refer to the company's website (www.cn. Info. Com. CN.) on the same day Self evaluation report on internal control in 2021 disclosed.
9、 Deliberated and adopted the 2021 Social Responsibility Report
The board of supervisors believes that the 2021 social responsibility report discloses the concept of the company's courage to undertake social responsibility from the economic and social aspects, unifies the economic and social benefits, and realizes and creates value. The release of social responsibility report by the company can improve the corporate social image, deepen the understanding of the company, improve the risk management ability and improve the performance of enterprise management.
For details, please refer to the company's website (www.cn. Info. Com. CN.) on the same day 2021 social responsibility report disclosed by the company.
10、 The proposal on applying for the use of the group's comprehensive credit line was deliberated and adopted
Voting results: 3 in favor, 0 against and 0 abstention.
The board of supervisors agreed that the company and its subsidiaries would apply for comprehensive credit from financial institutions and financial enterprises within the scope of the reviewed credit line in 2022.
For details, please refer to the company's website (www.cn. Info. Com. CN.) on the same day The announcement on applying for the use of the group's comprehensive credit line disclosed.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
11、 The proposal on providing guarantee amount for subsidiaries in 2022 was deliberated and adopted
Voting results: 3 in favor, 0 against and 0 abstention.
The board of supervisors agreed that the company would provide guarantees to its subsidiaries within the scope of the reviewed amount in 2022.
For details, please refer to the company's website (www.cn. Info. Com. CN.) on the same day Announcement on providing guarantee amount for subsidiaries in 2022 disclosed.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
12、 The proposal on providing guarantee for wholly-owned subsidiaries and counter guarantee for wholly-owned subsidiaries was deliberated and adopted
Voting results: 3 in favor, 0 against and 0 abstention.
The board of supervisors believes that the guaranteed party, as a wholly-owned subsidiary of the company, operates normally and the guarantee risk is controllable; This guarantee is to meet the business development needs of the subsidiary, meet the requirements of relevant laws and regulations and normative documents, and there is no damage to the interests of the company and shareholders.
For details, please refer to the company's website (www.cn. Info. Com. CN.) on the same day Announcement on providing guarantee for wholly-owned subsidiaries and counter guarantee for wholly-owned subsidiaries by holding subsidiaries disclosed.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
13、 Deliberated and passed the proposal on the prediction of daily connected transactions in 2022
Voting results: 3 in favor, 0 against and 0 abstention.
The board of supervisors carefully checked the daily connected transactions of the company, and all supervisors agreed that the daily connected transactions of the company in 2022 are expected to belong to the normal business scope of the company, which is in line with the actual situation of the company and will not damage the interests of the company and other non connected shareholders.
For details, please refer to the company's website (www.cn. Info. Com. CN.) on the same day Announcement on the forecast of daily connected transactions in 2022 disclosed by the company.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
14、 The proposal on the provision for asset impairment in 2021 was deliberated and adopted
Voting results: 3 in favor, 0 against and 0 abstention.
The board of supervisors believes that the company's resolution procedure for withdrawing the provision for asset impairment is legal, based on sufficient basis, in line with the accounting standards for business enterprises and other relevant provisions, in line with the actual situation of the company, and can more fairly reflect the company's asset status after withdrawing, and agrees to withdraw the provision for asset impairment this time.
For details, please refer to the company's website (www.cn. Info. Com. CN.) on the same day The announcement on the provision for impairment of assets in 2021 disclosed.
15、 Proposal on general election of the board of supervisors and nomination of candidates for non employee representative supervisors of the sixth board of supervisors
Voting results: 3 in favor, 0 against and 0 abstention.
The term of office of the Fifth Board of supervisors of the company will expire on April 26, 2022. According to the relevant provisions of the company law and the articles of association, the general election of the board of supervisors will be held. The sixth board of supervisors consists of three supervisors, including one employee representative supervisor and two non employee representative supervisors. The board of supervisors of the company plans to nominate Mr. Yang Wenqing and Ms. Xiao Zheng as candidates for non employee supervisors of the sixth board of supervisors of the company.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation. After the above two candidates for non employee representative supervisors are considered and approved by the general meeting of shareholders, they will form the sixth board of supervisors of the company together with the employee representative supervisors elected by the employee representative meeting of the company.
For details, please refer to the company's website (www.cn. Info. Com. CN.) on the same day Announcement on the election of the board of supervisors.
It is hereby announced!
Shenzhen Tianyuan Dic Information Technology Co.Ltd(300047) board of supervisors
March 23, 2022
