Securities code: Beijing Oriental Jicheng Co.Ltd(002819) securities abbreviation: Beijing Oriental Jicheng Co.Ltd(002819) Announcement No.: 2022009 Beijing Oriental Jicheng Co.Ltd(002819)
Announcement on resolutions of the 7th 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.
Beijing Oriental Jicheng Co.Ltd(002819) (hereinafter referred to as "the company") the seventh meeting of the Fifth Board of supervisors 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 supervisors by personal delivery and mail on March 17, 2022. Three supervisors should be present at this meeting and three actually present. 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 Ms. Wei Wei, chairman of the board of supervisors. The attending supervisors deliberated and voted on various proposals and formed the following resolutions:
Proposal 1: the proposal on the 2021 annual work report of the board of supervisors of the company was deliberated and adopted
See http://www.cn.info.com.cn for details Disclosed annual work report of the board of supervisors in 2021.
Voting results: 3 in favor, 0 against and 0 abstention.
The proposal still needs to be deliberated by the general meeting of shareholders.
Proposal 2: the proposal on the 2021 annual report of the company and its summary was deliberated and passed
After examination, the board of supervisors believes that the procedures for the preparation and deliberation of the company's 2021 annual report and its abstract by the board of directors 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.
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: 3 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 company's 2021 financial final account report was passed. After verification, the board of supervisors believed that the 2021 financial final account report formulated by the company according to the operation in 2021 truly, accurately and completely reflected the operation in 2021. See http://www.cn.info.com.cn for details Disclosed 2021 annual audit report.
Voting results: 3 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 annual profit distribution plan was deliberated 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.
See http://www.cn.info.com.cn for details Annual report 2021 disclosed.
Voting results: 3 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 internal control self-evaluation report was deliberated and passed
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.
Voting results: 3 in favor, 0 against and 0 abstention.
Proposal 6: 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
Proposal of the board of directors on the actual use of the initial public offering funds of subsidiaries in 2021
Voting results: 3 in favor, 0 against and 0 abstention.
6.2 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: 3 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 proposal still needs to be deliberated by the general meeting of shareholders.
Proposal 7: the proposal on repurchasing and cancelling some restricted shares of the company's 2018 restricted stock incentive plan was deliberated and adopted
After review, the board of supervisors held that: one incentive object of the company resigned for personal reasons. According to the relevant provisions of the company's 2018 restricted stock incentive plan (Draft), the above incentive objects no longer have the qualification of incentive objects, and the company has the right to repurchase and cancel the restricted shares granted to the above incentive objects but not lifted. The company's repurchase and cancellation of some restricted shares this time complies with the relevant provisions of the measures for the administration of equity incentives of listed companies and agrees to repurchase and cancel a total of 5878 restricted shares granted to the above-mentioned incentive object but not lifted. 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.
Voting results: 3 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 8: the proposal on the daily connected transactions of the company in 2022 and the sub proposal on the connected transactions with Dongfang Keyi Holding Group Co., Ltd. and its related companies in 2022 were deliberated and adopted
Wei Wei, a related supervisor, avoided voting.
Voting results: 2 in favor, 0 against and 0 abstention.
8.2 sub proposal on related party transactions with Dalian Financial Industry Investment Group Co., Ltd. and its related companies in 2022
Jin Xiaofan, a related supervisor, avoided voting.
Voting results: 2 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 proposal still needs to be deliberated by the general meeting of shareholders.
Proposal 9: the proposal on renewing the appointment of accounting firms was deliberated and adopted
After verification, the board of supervisors held that during the period when Zhitong Certified Public Accountants (special general partnership) served as the audit institution of the company's 2021 financial report, in accordance with the independent, objective and fair practice standards, Zhitong certified public accountants better fulfilled the responsibilities and obligations stipulated by both parties and successfully completed the audit of the company. The relevant review procedures comply with the provisions of laws, regulations and the articles of association, and there is no damage to the interests of the company and shareholders. Agree to continue to appoint 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 (www.cn. Info. Com. CN.) Announcement on the renewal of accounting firms.
Voting results: 3 in favor, 0 against and 0 abstention.
The proposal still needs to be deliberated by the general meeting of shareholders.
Proposal 10: the proposal on the remuneration of directors, supervisors and senior managers of the company in 2021 was deliberated and passed
According to the provisions of the company's annual remuneration system and the articles of association, the remuneration of the company's small and medium-sized shareholders and senior supervisors is not determined to be in accordance with the provisions of the company's remuneration system and the articles of association. After verification, the remuneration of the company's small and medium-sized shareholders and senior supervisors is not in line with the provisions of the company's annual remuneration and management regulations.
For details, please refer to "section iv-5-3, remuneration of directors, supervisors and senior managers" of the company's annual report 2021.
Chen Kun, a related supervisor, avoided voting.
Voting results: 2 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 performance compensation scheme of wanlihong in 2021 was deliberated and passed
After verification, the board of supervisors believes that: the shares to be compensated for which the performance commitment party fails to complete the performance commitment in 2021, which the company plans to repurchase and issue shares to purchase assets, comply with the provisions of the performance compensation agreement, and its review procedures comply with the provisions of relevant laws, regulations, articles of association and other normative documents, and there is no damage to the interests of the company and shareholders.
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.
Voting results: 3 in favor, 0 against and 0 abstention.
The proposal still needs to be deliberated by the general meeting of shareholders.
Proposal on application for credit line of the company in 2022
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. After verification, the board of supervisors believes that the above applied credit line is based on the needs of the company's operation and development and in line with the interests of the company. It is agreed that the company will apply to the bank for a total credit line of 650 million yuan 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 Announcement on the company's application for credit line from the bank in 2022.
Voting results: 3 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 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 In accordance with the provisions of laws and regulations and normative documents, and in combination with the actual operation and management of the company, the company is agreed to amend some provisions of the articles of association.
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.
Voting results: 3 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 financial assistance provided by the company and its holding subsidiaries to the holding subsidiaries was deliberated and adopted
After review, the board of supervisors believes that the financial assistance provided by the company and its holding subsidiaries to its holding subsidiaries this time complies with the relevant provisions of the company law, the articles of association, the stock listing rules of Shenzhen Stock Exchange and so on, the pricing of the capital occupation fee is fair, the financial assistance this time meets the needs of the company's development, and the risk is within the controllable range, and there is no damage to the interests of the company and minority shareholders, It will not adversely affect the production and operation of the company. Agree to the financial assistance of 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 financial assistance provided by the company and its holding subsidiaries to the holding subsidiaries. Voting results: 3 in favor, 0 against and 0 abstention.
Proposal 15: the proposal on dongke factoring, the holding subsidiary of the company, accepting financial assistance and related party transactions was deliberated and passed
Due to the daily business needs of the holding subsidiary dongke (Shanghai) commercial factoring Co., Ltd. (hereinafter referred to as "dongke factoring"), the controlling shareholder of the company Dongfang Keyi Holding Group Co., Ltd. (hereinafter referred to as "Dongfang Keyi holding") provides financial assistance to dongke factoring, with the maximum amount of funding not exceeding RMB 400 million and charges relevant interest.
As Dongfang Keyi holding is the controlling shareholder of the company and Mr. Zheng Peng, the legal person of Dongfang Keyi factoring, is the deputy general manager and chief financial officer of the company, it constitutes a connected transaction.
Wei Wei, a related supervisor, avoided voting.
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 dongke factoring, the holding subsidiary of the company, accepting financial assistance and related party transactions disclosed. Voting results: 2 in favor, 0 against and 0 abstention.
