Shenzhen Institute Of Building Research Co.Ltd(300675)
Announcement of resolutions of the third regular meeting of the third 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
Shenzhen Institute Of Building Research Co.Ltd(300675) (hereinafter referred to as “the company”) the notice of the third regular meeting of the third board of directors was sent to all directors by e-mail on March 14, 2022, with a copy to the board of supervisors, general manager and deputy general manager of the company. The meeting was convened and presided over by the chairman of the company, Ms. Ye Qing, and was held in the conference room on the South floor of the ninth floor of Jianke building, No. 29, Meiao Third Road, Futian District, Shenzhen on March 24, 2022. There were 9 directors and 9 actual directors, including 4 actual directors. Mr. Huang Qing, Mr. Sun Huirong, independent directors Mr. Zhang Yanping, Mr. Xie Lanjun and Mr. Zhou Junxiang attended the meeting remotely; Mr. Xiao Xianfeng, Ms. Chen Youlian and Ms. Lan Lan, the supervisors of the company, attended the meeting as nonvoting delegates, while Mr. Wang Xiaowei and Ms. Li Xuan, the supervisors, attended the meeting by remote means; Mr. Mao Hongwei, the general manager, attended the meeting as nonvoting delegates, while Mr. Qiu Guoxiong, the deputy general manager, and Ms. Yao Pei attended the meeting remotely. The meeting was held in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China and other relevant laws, administrative regulations, departmental rules and normative documents, the articles of association and the rules of procedure of the board of directors.
2、 Deliberations of the board meeting
The meeting adopted the following resolutions:
(I) review and approve the work report of the board of directors in 2021
In accordance with the strategic requirements of shareholders and the company, the board of directors of the company closely focuses on the challenges of macroeconomic and market reform, thinks deeply, actively responds, steadily increases business value and improves efficiency, seizes the opportunity of “scientific reform” of state-owned enterprise reform, grasps the strategic opportunity period of “large capital, large operation” of controlling shareholders, and actively prepares for the expansion and development of various works.
In terms of corporate governance, the board of directors of the company faithfully and diligently fulfilled its obligations and continuously improved the level of corporate governance in strict accordance with the requirements of laws and regulations such as the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the guidelines for the listing of shares on the gem of Shenzhen Stock Exchange, the guidelines for the self-discipline supervision of listed companies on the Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the gem, Make scientific decisions on major issues, earnestly implement the resolutions of the general meeting of shareholders, and operate in a standardized and effective manner.
Mr. Zhang Yanping, Mr. Xie Lanjun and Mr. Zhou Junxiang, the independent directors of the third board of 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 the company’s website on the same day（ http://www.cn.info.com.cn. , the same below) disclosed the work report of the board of directors of the company in 2021 and the work report of independent directors of the company in 2021. Voting: 9 in favor, 0 against and 0 abstention.
This report needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(II) review and approve the work report of the general manager of the company in 2021
The board of directors agreed to the 2021 work report of the general manager of the company.
Voting: 9 in favor, 0 against and 0 abstention.
(III) review and approve the company’s 2021 annual report and its summary
The board of directors agreed to the annual report of the company for 2021 and its summary.
See the company’s 2021 annual report and its abstract (Announcement No.: 2022005, 2022004) disclosed by the company on cninfo.com for details. The company’s prompt announcement on the disclosure of 2021 annual report (Announcement No.: 2022003) was published in the securities times on the same day.
Voting: 9 in favor, 0 against and 0 abstention.
This report needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(IV) review and approve the company’s 2021 annual audit report
The board of directors agreed to the annual audit report of the company in 2021.
For details, see the company’s 2021 annual audit report disclosed on cninfo.com on the same day. Voting: 9 in favor, 0 against and 0 abstention.
(V) review and approve the company’s 2021 annual financial statement report
Under the leadership of the board of directors, the management team and the joint efforts of all employees, the company operated steadily and achieved an annual operating revenue of 502.83 million yuan, a slight decrease of 3.63 million yuan year-on-year; The net profit attributable to the shareholders of the listed company was 44.51 million yuan, a year-on-year increase of 1.46%; The sales collection was 481.16 million yuan, a record high, an increase of 11.88% over the same period last year.
The board of directors agreed to the company’s 2021 annual financial statement.
For details, please refer to the company’s 2021 financial statement disclosed on cninfo.com on the same day.
Voting: 9 in favor, 0 against and 0 abstention.
This report needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(VI) deliberated and approved the special report on the deposit and use of the company’s raised funds in 2021
The board of Directors believes that the special report on the deposit and use of the company’s raised funds in 2021 truly, accurately and completely reflects the deposit and use of the company’s raised funds, and there are no false records, misleading statements or major omissions. The company uses the raised funds in strict accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies and the company’s raised funds management system, and performs the relevant information disclosure in a true, accurate, complete and timely manner. There is no illegal use of the raised funds. The board of directors agreed to the special report on the deposit and use of the company’s raised funds in 2021; The independent directors of the company expressed their independent opinions on the matter.
For details, see the special report on the deposit and use of raised funds in 2021 disclosed by the company on cninfo.com on the same day.
Voting: 9 in favor, 0 against and 0 abstention.
(VII) deliberated and approved the special report on the occupation of non operating funds and other related capital transactions of the company in 2021
The board of directors agreed to the special report on the occupation of non operating funds and other related capital transactions of the company in 2021; The independent directors of the company expressed their independent opinions on the matter.
Details of the occupation of the company’s special funds and other related funds on the same day of 2021 are disclosed on www.juchao.com.
Voting: 9 in favor, 0 against and 0 abstention.
(VIII) the company’s 2021 profit distribution plan was reviewed and approved
The company plans to distribute cash dividends to all shareholders based on the total share capital of 146666700 shares, and distribute cash of 1.00 yuan (including tax) for every 10 shares, with a total of 1466667000 yuan (including tax), accounting for 34.86% of the profits available for distribution to shareholders of listed companies after withdrawing surplus reserves in 2021.
The remaining undistributed profits are rolled over to the next year to support the operation and development of the company.
The board of directors approved the company’s profit distribution plan for 2021; The independent directors of the company expressed their independent opinions on the matter.
For details, see the company’s profit distribution plan for 2021 (Announcement No.: 2022009) disclosed on cninfo.com on the same day.
Voting: 9 in favor, 0 against and 0 abstention.
This plan needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(IX) deliberated and passed the proposal on the prediction of the company’s daily connected transactions in 2022
The board of directors agreed to the proposal on the prediction of the company’s daily connected transactions in 2022; The independent directors of the company have expressed their prior approval opinions and agreed independent opinions on the matter.
For details, please refer to the proposal on the prediction of the company’s daily connected transactions in 2022 (Announcement No.: 2022010) disclosed by the company on cninfo.com on the same day.
Voting: 6 votes in favor (6 votes for non affiliated directors with voting rights), 0 against and 0 abstention. Ye Qing, Huang Qing and sun Huirong are affiliated directors and avoid voting.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(x) review and approve the company’s 2021 annual internal control self-evaluation report
According to the identification of major defects in the company’s internal control over financial reporting, there were no major defects in the internal control over financial reporting as of December 31, 2021 (the benchmark date of the internal control evaluation report). The board of Directors believes that the company has maintained effective internal control over financial reporting in all major aspects in accordance with the requirements of the enterprise’s internal control standard system and relevant regulations.
According to the identification of major defects in the company’s internal control over non-financial reports, the company found no major defects in the company’s internal control over non-financial reports on the benchmark date of the internal control evaluation report.
From the base date of the internal control evaluation report to the issuance date of the internal control evaluation report, there are no factors affecting the evaluation conclusion of the effectiveness of internal control.
The board of directors agreed to the self-evaluation report on internal control of the company in 2021, and the independent directors of the company expressed their agreed independent opinions on the matter.
For details, see the company’s 2021 internal control self-evaluation report disclosed on cninfo.com on the same day.
Voting: 9 in favor, 0 against and 0 abstention.
（11） Reviewed and approved the work report of the company’s internal control system in 2021
The board of directors agreed to the work report of the company’s internal control system in 2021.
Voting: 9 in favor, 0 against and 0 abstention.
（12） Reviewed and approved the company’s major risk assessment report in 2022
The board of directors agreed to the major risk assessment report of the company in 2022.
Voting: 9 in favor, 0 against and 0 abstention.
（13） Reviewed and approved the company’s 2022 annual budget target plan
The board of directors agreed to the 2022 annual budget target plan of the company.
For details, see the company’s 2022 annual budget target plan disclosed on cninfo.com on the same day
Voting: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
（14） The proposal on the formulation of the company’s internal reporting system for major information (Trial) was deliberated and passed, and the board of directors agreed to the company’s internal reporting system for major information (Trial).
For details, please refer to the internal reporting system of major information of the company (for Trial Implementation) disclosed by the company on cninfo.com on the same day.
Voting: 9 in favor, 0 against and 0 abstention.
（15） The proposal on the formulation of the measures for the management of the authorization of the board of directors to the management was deliberated and passed. The board of directors agreed to the measures for the management of the authorization of the board of directors to the management.
For details, please refer to the management measures for the authorization of the board of directors to the management disclosed by the company on cninfo.com on the same day.
Voting: 9 in favor, 0 against and 0 abstention.
（16） The proposal on changing the business scope of the company and amending the articles of association was deliberated and passed
The board of directors agreed to the proposal to change the company’s business scope and amend the articles of association, and authorized the company’s management to handle the industrial and commercial changes related to the amendment of the articles of association after the proposal was reviewed by the general meeting of shareholders.
For details, please refer to the announcement on changing the business scope and amending the articles of association of the company (Announcement No.: 2022011) disclosed by the company on cninfo.com on the same day.
Voting: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
（17） Deliberated and passed the proposal on convening the 2021 annual general meeting of shareholders of the company
The board of directors agrees that the 2021 annual general meeting of shareholders of the company will be held on Tuesday, April 26, 2022, and the equity registration date is Tuesday, April 19, 2022.
For details, see the announcement on holding the 2021 annual general meeting of shareholders disclosed by the company on cninfo.com (Announcement No.: 2022012).
Voting: 9 in favor, 0 against and 0 abstention.
It is hereby announced.
Shenzhen Institute Of Building Research Co.Ltd(300675)
Board of directors
March 24, 2022
