Securities code: Beijing Const Instruments Technology Inc(300445) securities abbreviation: Beijing Const Instruments Technology Inc(300445) Announcement No.: 2022005
Beijing Const Instruments Technology Inc(300445)
Announcement of resolutions of the 13th meeting of the 5th 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
Beijing Const Instruments Technology Inc(300445) (hereinafter referred to as "the company", "the company" or " Beijing Const Instruments Technology Inc(300445) ") notified all directors by e-mail, fax and other forms on March 12, 2022, and convened the 13th meeting of the Fifth Board of directors. The meeting was held in the company's conference room on March 23, 2022 by means of on-site and communication. The meeting should be attended by 8 directors, including 3 independent directors; 8 directors actually attended the meeting (including Mr. Zhao Mingjian, the director, Mr. Feng Wen, the independent director and Mr. Zhao Tianqing, the independent director, attended the meeting by means of communication). The meeting was presided over by Mr. Jiang Weili, chairman of the board, and the supervisors and senior managers of the company attended the meeting as nonvoting delegates. The convening and convening of the board of directors comply with the provisions of the company law of the people's Republic of China and the articles of association. Through the voting of all directors present at the meeting, the following resolutions are formed: II. Deliberation at the meeting of the board of directors
Through the voting of all directors present at the meeting, a resolution is formed as follows: 1 The annual report of Beijing Const Instruments Technology Inc(300445) 2021 and its abstract were reviewed and adopted. After deliberation, the board of directors agreed that the annual report of the company in 2021 truly reflected the financial situation and operating results of the company in 2021, complied with laws, administrative regulations, relevant provisions of CSRC and Shenzhen Stock Exchange, and the content of the report was true, accurate and complete, without any false records, misleading statements or major omissions. Agree to the company's external reporting.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting results: 8 in favor, 0 against and 0 abstention.
2. Deliberated and adopted the work report of the board of directors for Beijing Const Instruments Technology Inc(300445) 2021 (including the annual report of independent directors)
After deliberation, the board of directors unanimously agreed that the company has continuously improved and improved the corporate governance structure, accelerated the implementation of the proposed project, worked hard to improve the quality awareness of employees, and laid a solid foundation for the rapid development and growth of the company in strict accordance with the guidelines for self discipline supervision of listed companies No. 2 - standardized operation of companies listed on GEM and the company's system.
Independent directors Mr. Feng Wen, Mr. Wang Benzhe and Mr. Zhao Tianqing submitted the report on the work of independent directors in 2021 to the board of directors, and the independent directors will report on their work at the 2021 general meeting of shareholders.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting results: 8 in favor, 0 against and 0 abstention. 3. The work report of the general manager of Beijing Const Instruments Technology Inc(300445) 2021 was reviewed and approved. After deliberation, the board of directors agreed that in 2021, in the face of inflationary pressure and the rise of many external uncertainty risks, the company accelerated the extension of the industrial chain, established cooperation with Mingde software, accelerated the progress of projects under construction and digital construction, and continued to increase R & D technology reserves and raw material inventory reserves, The company's performance continued to grow steadily.
Voting results: 8 in favor, 0 against and 0 abstention. 4. The final financial statement of Beijing Const Instruments Technology Inc(300445) 2021 was reviewed and approved. After deliberation, the board of directors agreed that the company's operation in 2021 was good, and the final financial statement of 2021 truly reflected the company's financial situation and operating results in 2021.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting results: 8 in favor, 0 against and 0 abstention. 5. The financial budget report of Beijing Const Instruments Technology Inc(300445) 2022 was reviewed and approved. After deliberation, the board of directors agreed that on the premise of summarizing the actual production and operation in 2021 and combining the national development strategy, current relevant laws and regulations, industry development trend and other business environment and historical data of the company, the company calculated the main financial indicators in 2022 and prepared this financial budget report. It is estimated that the operating revenue target in 2022 is 424 million yuan.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting results: 8 in favor, 0 against and 0 abstention. 6. Deliberated and adopted the Beijing Const Instruments Technology Inc(300445) 2021 annual internal control self evaluation report
After deliberation, the board of directors unanimously agreed that the company has established a relatively perfect internal control system, which covers business management, human resource management, asset management, business management and other aspects in the daily operation and management of the company in accordance with the relevant laws promulgated by the state. The functions and roles of the special committees of the board of directors have been brought into play, the functions and specialization of the board of directors have been improved, the scientific and procedural decision-making of the board of directors has been guaranteed, the operation of the company has been further standardized and the level of corporate governance has been improved.
Voting results: 8 in favor, 0 against and 0 abstention. 7. The proposal on the company's continuing appointment of audit institutions was deliberated and adopted
After deliberation, the board of directors unanimously agreed that YONGTUO Certified Public Accountants (special general partnership) is the audit institution of the company in 2021. The firm adheres to the principle of independent audit in the process of practice, can issue various professional reports for the company on time, and the contents of the reports are objective and fair. Now it is agreed to renew the appointment of the firm as the audit institution of the company in 2022, And authorize the chairman to determine the annual audit fee in combination with the work quality of the audit institution and the market situation.
The independent directors recognized this in advance and expressed their agreed independent opinions.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting results: 8 in favor, 0 against and 0 abstention. 8. The proposal on the company's profit distribution plan for 2021 was deliberated and adopted
After deliberation, the board of directors unanimously agreed that the company's profit distribution plan for 2021 complies with the company law, the notice on further implementing matters related to cash dividends of listed companies issued by the CSRC, the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies issued by the CSRC, the articles of association and other relevant provisions on profit distribution, and complies with the profit distribution policy determined by the company and the long-term return plan of shareholders, The profit distribution plan is legal, compliant and reasonable.
Independent directors expressed independent opinions on the profit distribution plan of 2021.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting results: 8 in favor, 0 against and 0 abstention. 9. The proposal on the 2022 annual remuneration plan of the company's directors was deliberated and adopted one by one
After deliberation, the board of directors unanimously agreed that the remuneration plan of the company's directors in 2022 is formulated according to the size and remuneration level of other companies in the company's industry and in combination with the actual operation of the company, which is conducive to the diligence of directors and the sustainable, stable and healthy development of the company.
The decision-making procedure of this remuneration scheme complies with the provisions of the company law, the articles of association and other laws and regulations, and there is no behavior damaging the rights and interests of minority shareholders of the company.
The independent directors expressed independent opinions on the remuneration plan of the company's directors in 2022.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting result item by item: the voting result of the chairman's remuneration scheme was 7 votes in favor, 0 votes against and 1 vote away; The voting result of the remuneration scheme of non independent directors was 4 in favor, 0 against and 4 avoided; The voting result of the remuneration scheme of independent directors was 5 in favor, 0 against and 3 avoided. 10. The proposal on the 2022 annual salary plan of the company's senior managers was deliberated and adopted one by one
After deliberation, the board of directors unanimously agreed that the 2022 salary plan of the company's senior managers is formulated according to the size and salary level of other companies in the company's industry and in combination with the actual operation of the company, which is conducive to improving the work efficiency of senior managers and the company's operating efficiency. The decision-making procedure of this remuneration scheme complies with the provisions of the company law, the articles of association and other laws and regulations, and there is no behavior damaging the rights and interests of minority shareholders of the company.
The independent directors have expressed independent opinions on the remuneration plan of the company's senior managers in 2022.
Voting results item by item: the voting results of the remuneration scheme of the general manager, deputy general manager and overseas deputy general manager were 7 votes in favor, 0 votes against and 1 vote away respectively; The voting results of the remuneration scheme of the Secretary of the board of directors and the financial director were 8 votes in favor, 0 votes against and 0 abstention respectively.
11. The special report on the deposit and actual use of raised funds in Beijing Const Instruments Technology Inc(300445) 2021 was reviewed and adopted
The board of Directors considers that the contents of the special announcement of listed companies No. 2 of the Shenzhen Stock Exchange are misleading and complete, and all members of the board of directors believe that the contents of the special announcement of listed companies No. 2 are consistent with the provisions of the Shenzhen Stock Exchange on the regulation and management of listed companies and the regulations on the regulation and management of listed companies are not true, There are no false records, misleading statements and major omissions, which truthfully reflect the actual storage and use of the company's raised funds in 2021, and there are no violations in the storage and use of raised funds.
As of December 31, 2021, the company has invested 1724096 million yuan of raised funds, and the balance of raised funds is 1116757 million yuan. With the accumulated interest income of bank deposits deducting the net handling fee of 4.608 million yuan, the actual balance of the special account for the storage of raised funds is 1162765 million yuan.
Voting results: 8 in favor, 0 against and 0 abstention. 12. The proposal on using self owned funds and idle raised funds for cash management was deliberated and adopted
After deliberation, all directors agreed that: on the premise of ensuring that the construction of investment projects with raised funds and the normal operation of the company will not be affected, the company and its subsidiaries will use the temporarily idle raised funds of no more than RMB 80 million and their own idle funds of no more than RMB 100 million to purchase cash management products with high safety, good liquidity, term of less than one year and low risk. Within the limit, the funds can be used on a rolling basis. The service life shall be valid within one year from the date of adoption of the resolution of the board of directors of the company, and the management of the company shall be authorized to implement relevant matters. The independent directors of the company have expressed independent opinions on the proposal.
Voting results: 8 in favor, 0 against and 0 abstention. 13. The proposal on the extension of raised investment projects was considered and adopted
After deliberation, all directors agreed that the postponement of the raised investment project is a prudent decision made by the company according to the progress of the project implementation, and there is no change in the project implementation subject, the purpose and investment scale of the raised funds, and there is no change or disguised change in the investment direction of the raised funds and damage to the interests of shareholders, which will not have a substantive impact on the implementation of the raised investment project. The postponement of this raised investment project will not have a significant impact on the company's current production and operation.
The independent directors of the company have expressed independent opinions on the proposal.
Voting results: 8 in favor, 0 against and 0 abstention. 14. The proposal on the special description of the company's investment in Securities and derivatives in 2021 was passed. After deliberation, all directors agreed that the total amount of the company's foreign exchange hedging business did not exceed the amount approved by the board of directors, and the funds came from the company's own funds, which did not affect the development of the company's main business. The company carries out relevant businesses in strict accordance with relevant laws and regulations and the articles of association, and has established a sound organization, business operation process, approval process and foreign exchange hedging business management system for the conduct of foreign exchange hedging business. There is no violation of relevant laws, regulations, rules and regulations, and there is no damage to the interests of the company and shareholders.
The independent directors of the company have expressed independent opinions on the proposal.
Voting results: 8 in favor, 0 against and 0 abstention. 15. The proposal on developing foreign exchange hedging business was deliberated and adopted
After deliberation, all directors agreed that in order to effectively avoid the risks in the foreign exchange market and prevent the adverse impact of large exchange rate fluctuations on the company, they agreed that the company should carry out foreign exchange hedging business in 2022, with the total amount of foreign exchange hedging not exceeding 35 million US dollars, and authorized the chairman of the company to approve the daily foreign exchange hedging business within one year from the date of deliberation and approval by the board of directors. Within the service life and limit, the funds can be recycled.
The independent directors of the company have expressed independent opinions on the proposal.
Voting results: 8 in favor, 0 against and 0 abstention.
16. The proposal on the adjustment of the company's organizational structure was deliberated and adopted
After deliberation, the board of directors agreed that in order to further strengthen and standardize the company's management, improve the company's ability to develop new processes and digital construction, and improve the overall operation efficiency of the company, the company has adjusted some organizational structures.
Voting results: 8 in favor, 0 against and 0 abstention.
17. The proposal on convening the 2021 annual general meeting of shareholders of the company was deliberated and adopted
According to the provisions of the company law and the articles of association, it is proposed to hold the 2021 annual general meeting of shareholders at 14:00 p.m. on April 14, 2022. For details of the notice on convening the 2021 annual general meeting of shareholders, please refer to the gem information disclosure website designated by the CSRC.
Voting results: 8 in favor, 0 against and 0 abstention.
18. Reviewed and adopted the 2021 internal audit work report of the audit committee of Beijing Const Instruments Technology Inc(300445) the Fifth Board of directors
After deliberation, the board of directors agreed that the 2021 internal audit report of the audit committee of the company focuses on the progress, quality and problems found in the 2021 internal audit of the company. Comply with laws, administrative regulations, relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange.
Voting results: 8 in favor, 0 against and 0 abstention.
3、 Documents for future reference 1 Beijing Const Instruments Technology Inc(300445) the resolution of the 13th meeting of the 5th board of directors; 2. Independent opinions of Beijing Const Instruments Technology Inc(300445) independent directors on matters related to the 13th meeting of the 5th board of directors; 3. Deep friendship
