Securities code: Beijing Const Instruments Technology Inc(300445) securities abbreviation: Beijing Const Instruments Technology Inc(300445) Announcement No.: 2022006 Beijing Const Instruments Technology Inc(300445)
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 information disclosed is true, accurate and complete without false records, misleading statements or major omissions. 1、 Meetings of the board of supervisors
The 13th plenary meeting of the board of supervisors (hereinafter referred to as “the 13th plenary meeting of the board of supervisors”) was held on December, 2023. The meeting was held on March 23, 2022 in the company conference room, building 5, courtyard 3, fengxiu Middle Road, Haidian District, Beijing. Three supervisors should attend the meeting and three actually attended the meeting. The meeting was presided over by Mr. Li Junping, chairman of the board of supervisors. The convening and convening of the meeting comply with the relevant provisions on the convening of the board of supervisors in the company law of the people’s Republic of China and the articles of association, and the resolutions made are legal and effective. 2、 Deliberation at the meeting of the board of supervisors 1 Annual report of the company in 2021 and its summary
After deliberation, the board of supervisors agreed that the procedures of the company’s 2021 annual report and summary comply with laws, administrative regulations and the provisions of the CSRC, and the contents of the report truly, accurately and completely reflect the actual situation of the listed company, without any false records, misleading statements or major omissions.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation. 2. 2021 annual work report of the 5th board of supervisors of the company
After deliberation, the board of supervisors unanimously agreed that in 2021, all members of the Fifth Board of supervisors of the company will strictly comply with the provisions and requirements of the company law, the securities law, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies No. 2 – standardized operation of GEM listed companies, the articles of association and the rules of procedure of the board of supervisors, Earnestly safeguarded the interests of the company and the rights and interests of the majority of small and medium-sized investors, earnestly performed the functions and powers conferred by relevant laws and regulations, inspected and supervised the company’s main production and business activities, financial status and the performance of duties by directors and senior managers, and promoted the healthy and sustainable development of the company.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation. 3. The company’s 2021 annual financial statement report
After deliberation, the board of supervisors agreed that the financial statement of the company in 2021 truly reflects the financial situation and operating results of the company in 2022.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation. 4. 2022 annual financial budget report of the company
After deliberation, the board of supervisors agreed that: in combination with the national development strategy, the development trend of the industry and the company’s historical data, the company’s financial budget report for 2022 is in line with the company’s production and operation plan for 2022.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation. 5. Self evaluation report on internal control of the company in 2021
After deliberation, the board of supervisors agreed that the form and content of the company’s 2021 internal control self-evaluation report meet the requirements of relevant laws, regulations and normative documents, reflect the actual situation of corporate governance and internal control, and the company’s internal control ensures the legality and compliance of the company’s operation and the implementation of the company’s internal rules and regulations. In 2021, the company did not violate the guidelines on internal control of listed companies and the company’s internal control system of Shenzhen Stock Exchange. The board of supervisors has no objection to the internal control evaluation report of the company in 2021.
Voting results: 3 in favor, 0 against and 0 abstention.
6. Proposal on the company’s continuing appointment of audit institutions
After deliberation, the board of supervisors agreed that YONGTUO Certified Public Accountants (special general partnership) has the qualification for securities related business, has the experience and ability to provide audit services for listed companies, can provide fair and fair audit services for the company, and meet the requirements of the company’s audit work in 2021. It is agreed to continue to employ YONGTUO Certified Public Accountants (special general partnership) as the company’s audit institution in 2022 to be responsible for the company’s audit in 2022. Voting results: 3 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation. Proposal on profit distribution of the company in 2021
After deliberation, the board of supervisors agreed that the profit distribution plan proposed by the company fully considered the company’s current profitability, cash flow, business development needs, capital needs and other factors. At the same time, it can ensure the reasonable return of shareholders and is conducive to the healthy, sustainable and stable development of the company. We agree to the company’s profit distribution plan for 2021.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation. 8. Proposal on the remuneration plan of the company’s supervisors in 2022
After deliberation, the board of supervisors unanimously agreed that the remuneration plan of the company’s supervisors for 2022 was 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 improving work efficiency 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.
Results of item by item voting: 2 votes in favor, 0 votes against and 1 vote to avoid.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation. 9. Special report on the deposit and actual use of the company’s raised funds in 2021
After deliberation, the board of supervisors unanimously agreed that the special report on the deposit and actual use of raised funds of the company in 2021 complies with the relevant provisions of the measures for the administration of raised funds of listed companies and the guidelines for self discipline supervision of listed companies No. 2 – standardized operation of companies listed on GEM of Shenzhen Stock Exchange, and the content is true, accurate and complete, without false records, misleading statements or major omissions Misleading statements and major omissions truthfully reflect the actual deposit and use of the company’s raised funds in 2021, and there is no violation of the deposit and use of raised funds.
Voting results: 3 votes in favor, 0 against and 0 abstention.
10. Proposal on using self owned funds and idle raised funds for cash management
After deliberation, the board of supervisors unanimously agreed that the company’s use of its own funds and idle raised funds for cash management has controllable risks, can improve the use efficiency and income of the company’s funds, will not affect the normal development of the company’s main business, there is no damage to the interests of the company and small and medium-sized shareholders, and the decision-making and deliberation procedures are legal and compliant.
The board of supervisors agrees that the company and its subsidiaries use temporarily idle raised funds of no more than RMB 80 million and idle self owned funds of no more than RMB 100 million for cash management.
Voting results: 3 in favor, 0 against and 0 abstention.
11. Proposal on extension of raised investment projects
After deliberation, the supervisors unanimously agreed that the company would adjust the date of “intelligent manufacturing project of pressure and temperature detection instruments” and “research and development center project of intelligent calibration products” to reach the expected usable state from December 31, 2021 to December 31, 2022.
Voting results: 3 in favor, 0 against and 0 abstention.
The supervisor considered that it is necessary for the company to carry out foreign exchange hedging business in order to avoid foreign exchange risk. It is feasible for the company to improve the internal control system according to the relevant risk control regulations. The company’s foreign exchange hedging business is in line with the interests of the company and does not harm the interests of the company and all shareholders, especially minority shareholders. Therefore, the company is agreed to carry out foreign exchange hedging business.
Voting results: 3 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 supervisors; 2. Other documents required by SZSE.
It is hereby announced.
Beijing Const Instruments Technology Inc(300445) board of supervisors
March 24, 2022
