Securities code: Beijing Oriental Jicheng Co.Ltd(002819) securities abbreviation: Beijing Oriental Jicheng Co.Ltd(002819) Announcement No.: 2022008 Beijing Oriental Jicheng Co.Ltd(002819)
Announcement of resolutions of the 8th 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.
Beijing Oriental Jicheng Co.Ltd(002819) (hereinafter referred to as "the company") the 8th meeting of the 5th board of directors was held by means of communication on March 28, 2022, and the meeting was voted by voting. The notice of the meeting was delivered to all directors on March 17, 2022 by personal delivery, e-mail, etc. 9 directors should be present at this meeting, and 9 actually. The convening and convening procedures of the meeting shall comply with the relevant provisions of the company law and the articles of association.
The meeting was presided over by Mr. Wang Ge, chairman of the board of directors. The attending directors deliberated and voted on various proposals and formed the following resolutions:
Proposal 1: the proposal on the 2021 annual general manager's work report of the company was deliberated and passed
Mr. Zheng Dawei, the general manager, reported the annual work in 2021 to the board of directors of the company, and the report involved the annual work summary of the company in 2021. For details, please refer to "section III Management Discussion and analysis" in the company's annual report 2021.
Voting results: 9 in favor, 0 against and 0 abstention.
Proposal 2: the proposal on the 2021 annual work report of the board of directors of the company was deliberated and passed
For details of the 2021 annual report on the work of the board of directors, please refer to the "section III Management Discussion and analysis" in the company's 2021 annual report.
Mr. Xu Fanjiang, Mr. Zhang Shufan and Ms. Jin Jinping, 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. See http://www.cninfo.com.cn for details of the report on the work of independent directors in 2021（ http://www.cn.info.com.cn. ）。
Voting results: 9 in favor, 0 against and 0 abstention.
The proposal still needs to be deliberated by the general meeting of shareholders.
Proposal 3: the proposal on the 2021 annual report of the company and its summary was deliberated and passed
See http://www.cn.info.com.cn for details For the disclosed annual report of 2021, the company designated the disclosure media: securities times, Securities Daily, China Securities News, Shanghai Securities News and cninfo (www.cn. Info. Com. CN) Disclosed summary of 2021 annual report.
Voting results: 9 in favor, 0 against and 0 abstention.
The proposal still needs to be deliberated by the general meeting of shareholders.
Proposal 4: the proposal on the company's 2021 financial final accounts report was deliberated and passed. For details, see http://www.cn.info.com.cn Disclosed 2021 annual audit report.
Voting results: 9 in favor, 0 against and 0 abstention.
The proposal still needs to be deliberated by the general meeting of shareholders.
Proposal 5: the proposal on the company's 2021 annual profit distribution plan was considered and passed
Based on the total share capital of 318168998 shares (excluding the shares to be cancelled) as of March 28, 2022, the company will distribute cash of 1.5 yuan (including tax) to all shareholders for every 10 shares, and the cash dividend is expected to be about 4772534970 yuan. No bonus shares will be given, and no capital reserve will be converted into share capital. In case of changes in equity incentive, performance commitment repurchase and cancellation of share capital, the base of dividend share capital can be adjusted according to the part of repurchased equity.
For details, please refer to securities times, Securities Daily, China Securities News, Shanghai Securities News and cninfo.com (www.cn. Info. Com. CN), the media designated by the company for disclosure Annual report 2021 disclosed.
The independent directors issued the independent opinions of independent directors on matters related to the eighth meeting of the Fifth Board of directors. For details, see http://www.cn.info.com.cn.
Voting results: 9 in favor, 0 against and 0 abstention.
The proposal still needs to be deliberated by the general meeting of shareholders.
Proposal on internal control of the company in 2021
The existing internal control system covers the corporate governance and management, which meets the needs of the company's development. The internal supervision mechanism established by the company can be effectively implemented in the actual operation process, and plays a good role in risk control and prevention in all processes and links. The company's 2021 annual internal control self-evaluation report truly and objectively reflects the actual situation of the company's internal control system construction, internal system implementation, supervision and management. See http://www.cn.info.com.cn for details The self-evaluation report on internal control in 2021 disclosed.
The independent directors issued the independent opinions of independent directors on matters related to the eighth meeting of the Fifth Board of directors. For details, see http://www.cn.info.com.cn.
Voting results: 9 in favor, 0 against and 0 abstention.
Proposal 7: the proposal on the special report of the board of directors on the deposit and actual use of raised funds in 2021 was deliberated and passed
7.1 sub proposal on the special report of the board of directors on the deposit and actual use of funds raised by initial public offering in 2021
Voting results: 9 in favor, 0 against and 0 abstention.
7.2 sub proposal on the special report of the board of directors of the company on the deposit and actual use of funds raised by issuing shares to purchase assets and raising supporting funds and related party transactions in 2021
Voting results: 9 in favor, 0 against and 0 abstention.
See http://www.cn.info.com.cn for details Special report on the deposit and actual use of raised funds in 2021 disclosed.
The independent directors issued the independent opinions of independent directors on matters related to the eighth meeting of the Fifth Board of directors. For details, see http://www.cn.info.com.cn. The proposal still needs to be deliberated by the general meeting of shareholders.
Proposal 8: the proposal on repurchasing and cancelling some restricted shares of the company's 2018 restricted stock incentive plan was deliberated and adopted
Agree to repurchase and cancel 5878 shares of restricted shares granted but not unlocked to an incentive object who left for personal reasons, and the repurchase price is 109362 yuan / share. The restricted shares cancelled in this repurchase account for 0.7769% of the total number of restricted shares granted for the first time in this restricted stock incentive plan and 0.0018% of the total share capital of the company before repurchase and cancellation.
After the cancellation of this repurchase, the total share capital of the company will be reduced by 5878 shares, and the registered capital will be reduced by 5878 yuan accordingly. For details, please refer to securities times, Securities Daily, China Securities News, Shanghai Securities News and cninfo.com (www.cn. Info. Com. CN), the media designated by the company for disclosure Announcement on repurchasing and cancelling some restricted shares of the company's 2018 restricted stock incentive plan.
The independent director issued the independent director's report on the eighth meeting of the Fifth Board of directors
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
Proposal 9: the proposal on the daily related party transactions of the company in 2022 and the sub proposal on the related party transactions with Dongfang Keyi Holding Group Co., Ltd. and its related companies in 2022 were deliberated and adopted
Related directors Mr. Wang Ge, Mr. Wang Jianping and Mr. Zhang Guangping abstained from voting.
Voting results: 6 in favor, 0 against and 0 abstention.
9.2 sub proposal on related party transactions with Dalian Financial Industry Investment Group Co., Ltd. and its related companies in 2022
Related directors Mr. Liu Guoping and Mr. Wu Tongtong abstained from voting.
Voting results: 7 in favor, 0 against and 0 abstention.
For details, please refer to securities times, Securities Daily, China Securities News, Shanghai Securities News and cninfo.com (www.cn. Info. Com. CN), the media designated by the company for disclosure Announcement on the expected daily connected transactions of the company in 2022 disclosed.
The matter has been approved in advance by the independent directors and the opinions of the independent directors have been issued. For details, see http://www.cn.info.com.cn Prior approval opinions of independent directors on matters related to the eighth meeting of the Fifth Board of directors and independent opinions of independent directors on matters related to the eighth meeting of the Fifth Board of directors disclosed.
The proposal still needs to be deliberated by the general meeting of shareholders.
Proposal 10: the proposal on renewing the appointment of accounting firms was deliberated and adopted
The board of directors agreed to renew the appointment of Zhitong Certified Public Accountants (special general partnership) as the company's audit institution in 2022 to provide audit services for the company in 2022.
For details, please refer to securities times, Securities Daily, China Securities News, Shanghai Securities News and cninfo.com (www.cn. Info. Com. CN), the media designated by the company for disclosure The announcement on renewing the appointment of accounting firms disclosed.
The matter has been approved in advance by the independent directors and the opinions of the independent directors have been issued. For details, see http://www.cn.info.com.cn Prior approval opinions of independent directors on matters related to the eighth meeting of the Fifth Board of directors and independent opinions of independent directors on matters related to the eighth meeting of the Fifth Board of directors disclosed.
Voting results: 9 in favor, 0 against and 0 abstention.
The proposal still needs to be deliberated by the general meeting of shareholders.
Proposal 11: the proposal on the remuneration of directors, supervisors and senior managers of the company in 2021 was deliberated and passed
For details, please refer to "section iv-5-3, remuneration of directors, supervisors and senior managers" in the company's annual report 2021.
Mr. Zheng Dawei, director and general manager of the company, avoided voting.
Voting results: 8 in favor, 0 against and 0 abstention.
The proposal still needs to be deliberated by the general meeting of shareholders.
Proposal 12: the proposal on performance compensation scheme of wanlihong in 2021 was deliberated and passed
As Beijing wanlihong Technology Co., Ltd. failed to fulfill its performance commitment by the end of 2021, the board of directors agreed that the performance commitment party should compensate 12831427 shares of the company as agreed, and requested the general meeting of shareholders to authorize the board of directors of the company to handle matters related to the repurchase and cancellation of shares of the performance commitment party. For details, please refer to securities times, Securities Daily, China Securities News, Shanghai Securities News and cninfo.com (www.cn. Info. Com. CN), the media designated by the company for disclosure Announcement on the realization of performance commitments, performance compensation scheme and apology of wanlihong in 2021.
The independent directors issued the independent opinions of independent directors on matters related to the eighth meeting of the Fifth Board of directors. For details, see http://www.cn.info.com.cn. Voting results: 9 in favor, 0 against and 0 abstention.
The proposal still needs to be deliberated by the general meeting of shareholders.
Proposal 13: the proposal on the company's application for credit line from the bank in 2022 was deliberated and passed
In 2022, the company plans to apply for a total of 650 million yuan of credit lines from all banks (subject to the credit lines actually approved by all banks). The specific financing amount will be determined according to the actual needs of the company's working capital and will not exceed the above specific credit amount; The term, interest rate and type of financing shall be subject to the contract signed. The company authorizes the chairman of the board of directors to sign all contracts, agreements, vouchers and other legal documents related to the above credit line (including but not limited to credit, loan, guarantee, mortgage, financing, trust, lease, bank acceptance bill, China letter of credit, etc.) on behalf of the company, and all the legal and economic responsibilities arising therefrom shall be borne by the company.
For details, please refer to securities times, Securities Daily, China Securities News, Shanghai Securities News and cninfo.com (www.cn. Info. Com. CN), the media designated by the company for disclosure Announcement on the company's application for credit line from the bank in 2022.
Voting results: 9 in favor, 0 against and 0 abstention.
The proposal still needs to be deliberated by the general meeting of shareholders.
Proposal 14: the proposal on increasing registered capital and amending the articles of association was deliberated and passed
Due to the repurchase and cancellation of equity incentive restricted shares, listing of equity incentive restricted shares, issuance of shares to purchase assets and other matters, the total share capital of the company increased from 157434136 shares to 318173891 shares, and the registered capital of the company increased from 157434136 yuan to 318173891 yuan. In addition, according to the company law, the securities law, the stock listing rules of Shenzhen Stock Exchange (revised in 2022) and other relevant laws According to the provisions of laws and regulations and normative documents, combined with the actual operation and management of the company, the company needs to revise some provisions of the articles of association. The board of directors agreed to amend the corresponding provisions in the articles of association and requested the general meeting of shareholders to authorize the company's management to go through the relevant procedures of industrial and commercial change.
For details, please refer to securities times, Securities Daily, China Securities News, Shanghai Securities News and cninfo.com (www.cn. Info. Com. CN), the media designated by the company for disclosure Announcement on increasing registered capital and amending the articles of Association disclosed by the company.
