Securities code: Fujian Rongji Software Co.Ltd(002474) securities abbreviation: Fujian Rongji Software Co.Ltd(002474) Announcement No.: 2022005 Fujian Rongji Software Co.Ltd(002474)
Announcement on the resolutions of the 16th 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
1. The 16th meeting of the 5th board of directors of the company has been notified by mail and fax on March 15, 2022.
2. The meeting was held at 14:00 p.m. on March 30, 2022 in the conference room on the third floor of the company by combining on-site and communication.
3. There are 9 directors who should attend the meeting and 9 actually attended the meeting.
4. The meeting was presided over by Mr. Lu Feng, chairman of the board of directors. The company’s supervisors, senior managers, securities affairs representatives and heads of the internal audit department attended the meeting as nonvoting delegates.
5. The meeting was convened and held in accordance with the company law of the people’s Republic of China, the rules of procedure of Fujian Rongji Software Co.Ltd(002474) board of directors, the Listing Rules of Shenzhen Stock Exchange, the articles of association of Fujian Rongji Software Co.Ltd(002474) company and other relevant provisions.
2、 Deliberations of the board meeting
1. The proposal on the 2021 president’s work report of the company was deliberated and adopted
Voting results: the proposal was adopted with 9 affirmative votes, 0 negative votes and 0 abstention.
2. The proposal on the work report of the board of directors in 2021 was deliberated and adopted
Voting results: the proposal was adopted with 9 affirmative votes, 0 negative votes and 0 abstention.
The independent directors of the company, Mr. Ye Dongyi, Ms. sun min and Mr. Hu Jirong, submitted the 2021 annual report of independent directors to the board of directors and will make a report at the 2021 annual general meeting of shareholders.
For details of the proposal, please refer to cninfo (www.cn. Info. Com. CN.), the company’s designated information disclosure website Relevant sections of the 2021 annual report disclosed.
For details of the 2021 annual report of independent directors, please refer to the company’s designated information disclosure website, http://www.cn.info.com.cn.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
3. Deliberated and passed the proposal on the company’s 2021 annual financial statement report
Voting results: the proposal was adopted with 9 affirmative votes, 0 negative votes and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
4. The proposal on the 2021 profit distribution plan of the company was reviewed and approved
Voting results: the proposal was adopted with 9 affirmative votes, 0 negative votes and 0 abstention.
In 2021, the company realized a net profit (parent company) of 2106574847 yuan. According to the articles of association, after withdrawing 10% of the statutory reserve fund of 210657485 yuan, the remaining profit was 1895917362 yuan. Plus the undistributed profit of 49204216277 yuan in previous years, the profit available for distribution to shareholders at the end of the reporting period was 51100133639 yuan.
In combination with the company’s operation and financial situation in 2021 and the development plan in 2022, the company’s profit distribution plan for 2021 is proposed as follows: Based on the company’s total share capital of 62220000 shares at the end of 2021, the company will distribute cash of 0.1 yuan (including tax) to all shareholders for every 10 shares, a total of 62220000 yuan of cash dividend will be distributed, and the remaining undistributed profit of 50477933639 yuan will be carried forward to the next year, 0 bonus shares (including tax) will be given, and the capital will not be converted into reserve. The total dividend of the company in recent three years is 1555500000 yuan, which meets that the accumulated profit distributed in cash in the last three years is not less than 30% of the average annual net profit attributable to shareholders of the listed company in the last three years, Comply with the relevant provisions of the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies, the guidelines for the self discipline supervision of listed companies No. 1 – standardized operation of listed companies on the main board of Shenzhen Stock Exchange, the articles of association and the company’s shareholder return plan for the next three years (20212023), and there is no damage to the interests of investors.
After deliberation and approval by all directors of the company, it is considered that:
The profit distribution plan for 2021 reviewed this time matches the growth of the company’s performance, complies with the cash dividend policy determined in the articles of association and the shareholder return plan for the next three years (20212023) approved by the general meeting of shareholders. The above profit distribution plan is legal, compliant and reasonable.
Before the disclosure of the plan, the company strictly controlled the scope of insiders and fulfilled the obligation of confidentiality and prohibition of insider trading to relevant insiders. Before the disclosure of the plan, there was no leakage of the profit distribution plan.
The board of supervisors and independent directors of the company expressed their explicit approval opinions on the proposal.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation. The proposal shall be approved by two-thirds of the voting rights held by the shareholders (including shareholders’ agents) attending the general meeting of shareholders.
5. The proposal on the company’s 2021 annual internal control self-evaluation report was deliberated and adopted
Voting results: the proposal was adopted with 9 affirmative votes, 0 negative votes and 0 abstention.
The board of supervisors and independent directors of the company have issued clearly agreed audit opinions on the report, and the audit institution Zhitong Certified Public Accountants (special general partnership) has issued an assurance report on the above matters.
For details of the proposal, please refer to cninfo (www.cn. Info. Com. CN), the company’s designated information disclosure website. This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
6. Deliberated and passed the proposal on the 2021 annual social responsibility report of the company
Voting results: the proposal was adopted with 9 affirmative votes, 0 negative votes and 0 abstention.
For details of the proposal, please refer to cninfo (www.cn. Info. Com. CN), the company’s designated information disclosure website. 7. The proposal on the special report on the deposit and actual use of the company’s raised funds in 2021 was reviewed and approved
Voting results: the proposal was adopted with 9 affirmative votes, 0 negative votes and 0 abstention.
The board of supervisors and independent directors of the company have issued explicit approval opinions on the report, the audit institution Zhitong accounting firm (special general partnership) has issued an assurance report on the above matters, and the recommendation institution Sinolink Securities Co.Ltd(600109) has issued special verification opinions on the above matters.
The special report on the deposit and actual use of the company’s raised funds in 2021, the assurance report on the annual deposit and use of the company’s raised funds in 2021, and the special verification opinions on the annual use of the company’s raised funds are detailed in the company’s designated information disclosure website cninfo.com.cn.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
8. The proposal on the company’s 2021 annual report and its summary was deliberated and adopted
Voting results: the proposal was adopted with 9 affirmative votes, 0 negative votes and 0 abstention.
The directors, supervisors and senior managers of the company have signed written confirmation opinions on the 2021 annual report, and the 2021 annual report and its summary have been reviewed and approved by the board of supervisors of the company.
For details of the proposal, please refer to cninfo (www.cn. Info. Com. CN), the company’s designated information disclosure website. This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
9. Deliberated and passed the proposal on the proposed renewal of the accounting firm in 2022
Voting results: the proposal was adopted with 9 affirmative votes, 0 negative votes and 0 abstention.
After deliberation by the directors attending the meeting, given that Grant Thornton Certified Public Accountants (special general partnership) has the qualification to engage in Securities and futures related business, has the experience and ability to provide audit services for listed companies, can meet the requirements of the company’s financial audit in 2022, and Grant Thornton certified public Accountants (special general partnership) can adhere to the principles of independence, objectivity and impartiality in the audit of the company’s financial statements in 2021, Abide by the auditing standards for certified public accountants and perform audit duties diligently. The board of directors of the company agreed to continue to employ Zhitong Certified Public Accountants (special general partnership) as the audit institution of the company in 2022 for one year, and requested the general meeting of shareholders to authorize the management to determine the remuneration of the accounting firm.
The independent directors of the company have issued prior approval opinions and clearly agreed independent opinions on the renewal of Zhitong Certified Public Accountants (special general partnership) as the company’s financial audit institution in 2022; The board of supervisors of the company has issued clearly agreed audit opinions. For details, please refer to the company’s designated information disclosure website, http://www.cn.info.com.cn. For details of the proposal, please refer to cninfo (www.cn. Info. Com. CN), the company’s designated information disclosure website. This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
10. The proposal on the prediction of the company’s daily connected transactions in 2022 was deliberated and adopted
Voting results: Mr. Chen Mingping, a related director, avoided voting and passed the proposal with 8 affirmative votes, 0 negative votes and 0 abstention.
The independent directors of the company have expressed their prior approval opinions and clearly agreed independent opinions on the proposal; The board of supervisors of the company issued a clearly agreed audit opinion.
For details of the proposal, please refer to cninfo (www.cn. Info. Com. CN), the company’s designated information disclosure website. This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
11. The proposal on applying for comprehensive credit line from banks in 2022 was deliberated and adopted
Voting results: the proposal was adopted with 9 affirmative votes, 0 negative votes and 0 abstention.
For details of the proposal, please refer to cninfo (www.cn. Info. Com. CN), the company’s designated information disclosure website. This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
12. The proposal on the remuneration plan for directors and senior managers of the company in 2022 was considered and passed. This proposal involves the remuneration of all directors. Based on the principle of prudence, all directors of this proposal avoided voting.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
According to the articles of association and the detailed rules for the implementation of the remuneration and assessment committee of the board of directors of the company, combined with the actual situation of the company’s business scale and with reference to the salary level of the industry, the remuneration plan for directors and senior managers of the company in 2022 is formulated.
(I) the scheme is applicable to directors and senior managers who receive remuneration in the company.
(II) the application period of the above scheme is from January 1, 2022 to December 31, 2022.
(III) salary standard
1. Directors are paid annually
Annual salary = basic annual salary + performance annual salary
The basic annual salary standard is as follows: unit: 10000 yuan
Position 2022
Chairman 25 ~ 35
Vice chairman 20 ~ 30
Directors 15-30
Annual performance salary:
The annual performance salary of directors shall be evaluated by the remuneration and assessment committee of the board of directors in combination with the nature of the management positions held by directors, business indicators, performance assessment and achievement of profit objectives.
2. Independent Directors receive an independent director allowance of 72000 yuan / year (after tax) in the company.
3. Senior managers are paid annually
Annual salary = basic annual salary + performance annual salary
The basic annual salary standard is as follows: unit: 10000 yuan
Position 2022
President 30 ~ 40
Executive vice president 25 ~ 35
Vice President 20 ~ 35
Secretary of the board of directors 20 ~ 30
Chief financial officer 20 ~ 30
Annual performance salary:
The annual performance salary of senior managers shall be evaluated by the remuneration and assessment committee of the board of directors in combination with the nature of the management positions held by senior managers, business indicators, performance assessment and achievement of profit objectives.
4. Other
If there are new directors or senior executives within the applicable period of the scheme, their remuneration will be formulated with reference to the above relevant standards. (IV) distribution method
The basic annual salary is paid on an average monthly basis, and the annual performance salary is paid in the next year.
(V) other provisions
1. The part-time staff shall receive the salary according to the principle of “high is not low”, and double calculation is not allowed;
2. The above salaries are pre tax amounts, and the personal income tax involved shall be uniformly withheld and paid by the company. The independent directors of the company have issued special opinions on the proposal and have no objection to the remuneration plan of the company’s directors and senior managers in 2022. For details, please refer to cninfo on the company’s designated information disclosure website
