Securities code: Fujian Rongji Software Co.Ltd(002474) securities abbreviation: Fujian Rongji Software Co.Ltd(002474) Announcement No.: 2022004 Fujian Rongji Software Co.Ltd(002474)
Announcement of resolutions of the 11th 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
1. The 11th meeting of the 5th board of supervisors of the company has been notified by email and fax on March 15, 2022.
2. The meeting was held by on-site voting in the conference room on the third floor of the company at 13:00 on March 30, 2022. 3. Three supervisors should attend the meeting and three actually attended the meeting.
4. The meeting was presided over by Mr. Zhou renkun, chairman of the board of supervisors.
5. The convening and convening of the meeting shall comply with the company law, the rules of procedure of the board of supervisors, the stock listing rules, the articles of association and other relevant provisions. 2、 Deliberation at the meeting of the board of supervisors
1. The proposal on the work report of the board of supervisors in 2021 was deliberated and adopted
Voting results: the proposal was adopted with 3 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.
2. Deliberated and passed the proposal on the company’s 2021 annual financial statement report
Voting results: the proposal was adopted with 3 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.
3. The proposal on the 2021 profit distribution plan of the company was reviewed and approved
Voting results: the proposal was adopted with 3 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 review, the board of supervisors believes that the 2021 profit distribution plan reviewed this time matches the growth of the company’s performance, and the above profit distribution plan has legitimacy, compliance and rationality.
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.
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.
4. The proposal on the company’s 2021 annual internal control self-evaluation report was deliberated and adopted
Voting results: the proposal was adopted with 3 affirmative votes, 0 negative votes and 0 abstention.
According to the provisions of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, after deliberation by the participating supervisors, it is considered that the company’s internal control has established a control system in terms of internal environment, risk identification and prevention, control activities, information and communication, inspection and evaluation, which meets the requirements of the CSRC and Shenzhen Stock Exchange on internal control, The relevant internal control system established can be effectively implemented, ensure the normal operation and management of the company, and play an effective role in preventing and controlling business risks.
For details of the company’s 2021 internal control self-evaluation report, please refer to the 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.
5. 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 3 affirmative votes, 0 negative votes and 0 abstention.
The special report on the deposit and actual use of the company’s raised funds in 2021 is detailed on the 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..
6. The proposal on the company’s 2021 annual report and its summary was deliberated and adopted
Voting results: the proposal was adopted with 3 affirmative votes, 0 negative votes and 0 abstention.
After review, the board of supervisors believes that the procedures for the preparation and review of Fujian Rongji Software Co.Ltd(002474) 2021 annual report of 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 company, without any false records, misleading statements or major omissions.
See the company’s annual information disclosure report (www.info.cn) for details.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
7. Deliberated and passed the proposal on the proposed renewal of the accounting firm in 2022
Voting results: the proposal was adopted with 3 affirmative votes, 0 negative votes and 0 abstention.
After review, the board of supervisors believes that: 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 independence, objectivity and The principle of impartiality, abide by the auditing standards for certified public accountants, and perform audit duties diligently and responsibly.
The board of supervisors 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 a period of one year, and requested the general meeting of shareholders to authorize the management to determine the remuneration of the accounting firm.
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 prediction of the company’s daily connected transactions in 2022 was deliberated and adopted
Voting results: the proposal was adopted with 3 affirmative votes, 0 negative votes and 0 abstention.
After review, the board of supervisors believes that the daily connected transactions of the company in 2022 predicted by the board of directors meet the actual business needs of the company; The pricing of this related party transaction is consistent with the market pricing, the price is fair and reasonable, and there is no damage to the interests of the company and other shareholders of the company.
For details of the proposal, please refer to the 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.
9. The proposal on using some idle raised funds for cash management was deliberated and adopted
Voting results: the proposal was adopted with 3 affirmative votes, 0 negative votes and 0 abstention.
After review, the board of supervisors believes that the decision-making and deliberation procedures for the company to use some temporarily idle raised funds for cash management this time comply with relevant regulations. The use of some temporarily idle raised funds for cash management is helpful to improve the efficiency and income of the company’s fund use. There is no behavior of changing or changing the purpose of raised funds in a disguised form, which does not affect the construction of raised funds and the normal operation of the company, and is in line with the interests of the company and shareholders, There is no situation that damages the interests of minority shareholders, and it is agreed that the company will use part of the temporarily idle raised funds with an amount of no more than 90 million yuan for cash management. Within the above limit, the funds can be recycled and used on a rolling basis.
For details of the proposal, please refer to the 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.
10. The proposal on using idle self owned funds for cash management was deliberated and adopted
Voting results: the proposal was adopted with 3 affirmative votes, 0 negative votes and 0 abstention.
After review, the board of supervisors believes that the company is in good operation, has relatively abundant self owned funds and gradually improves its internal control system. It agrees that the company uses idle self owned funds of no more than RMB 500 million for cash management on the premise of ensuring the normal operation and capital safety of the company, which is used for investment in investment and capital guaranteed investment products or deposit products issued by commercial banks, The amount can be recycled within 12 months from the date of deliberation and approval by the general meeting of shareholders of the company.
For details of the proposal, please refer to the 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.
11. Deliberated and adopted the proposal on Amending the rules of procedure of the board of supervisors
Voting results: the proposal was adopted with 3 affirmative votes, 0 negative votes and 0 abstention.
The specific contents of the revised rules of procedure of the board of supervisors are detailed in the designated information disclosure website cninfo (www.cn. Info. Com. CN.).
This proposal 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. 3、 Documents for future reference
Resolution of the 11th meeting of Fujian Rongji Software Co.Ltd(002474) the 5th board of supervisors signed and confirmed by the attending supervisors.
Fujian Rongji Software Co.Ltd(002474) board of supervisors April 1, 2022
