Securities code: Jiangsu Gian Technology Co.Ltd(300709) securities abbreviation: Jiangsu Gian Technology Co.Ltd(300709) Announcement No.: 2022027 Jiangsu Gian Technology Co.Ltd(300709)
Announcement of resolutions of the 9th meeting of the 3rd 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 notice of the meeting of the board of directors was sent to all directors by e-mail, telephone, SMS and other forms on March 25, 2022. The notice lists the time, place, content and method of the meeting.
2. The meeting of the board of directors was held in the conference room of Jiangsu Gian Technology Co.Ltd(300709) (hereinafter referred to as "the company") on March 31, 2022, and voting was conducted by means of communication.
3. There are 7 directors who should attend the meeting of the board of directors, and 7 actually attended the meeting by means of communication.
4. The meeting of the board of directors was presided over by Mr. Wang Mingxi, chairman of the board of directors, and the supervisors and senior managers of the company attended the meeting by means of communication.
5. The convening, convening and voting procedures of this meeting comply with the company law of the people's Republic of China and other laws and regulations and the relevant provisions of the articles of association.
2、 Deliberations of the board meeting
The meeting considered and adopted the following proposals:
1. Deliberated and passed the proposal on the 2021 annual work report of the general manager
In 2021, as customers of major consumer electronics brands outside China continued to expand their demand for MIM products such as mobile camera brackets, MIM parts for rotating shafts and structural parts of wearable devices, the company continued to adhere to its main business, actively respond to customers' needs, cooperate with customers in the research and development of new products, new processes and new materials, and provide customers with satisfactory solutions by virtue of its own technical advantages and rapid response system, Enable MIM products to be applied to more scenes and fields.
In 2022, the company will continue to adhere to its main business, focus on economic benefits, focus on market development and product quality, and take R & D as the support, strive to achieve the company's business objectives in 2022 and improve business performance.
Voting results: 7 in favor, 0 against and 0 abstention.
2. Deliberated and adopted the proposal on the 2021 annual work report of the board of directors
Voting results: 7 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.
For details of the 2021 annual work report of the board of directors, please refer to cninfo.com, the gem information disclosure website designated by the CSRC（ http://www.cn.info.com.cn. ）。
The current independent directors of the company, Mr. Zhou Jian, Mr. Liu Yongbao, Mr. Wang census, and the independent directors, Mr. Ma Dongfang, Mr. Wang Kehong and Mr. Wang Wenkai, who left office after the expiration of their term of office in 2021, respectively 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 general meeting of shareholders, For details of the report on the work of independent directors in 2021, please refer to cninfo.com, the gem information disclosure website designated by the CSRC（ http://www.cn.info.com.cn. ）。
3. Deliberated and passed the proposal on the company's 2021 annual financial statement report
Voting results: 7 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.
See cninfo.com, the gem information disclosure website designated by China Securities Regulatory Commission, for details of the company's 2021 annual financial statement report（ http://www.cn.info.com.cn. ）。
The board of supervisors of the company expressed opinions on the proposal. For details, please refer to cninfo.com, the gem information disclosure website designated by the CSRC（ http://www.cn.info.com.cn. ）。
4. The proposal on the annual report and summary of the company in 2021 was deliberated and adopted
Voting results: 7 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.
For details of the company's 2021 annual report and the company's 2021 annual report summary, please refer to cninfo.com, the gem information disclosure website designated by the CSRC（ http://www.cn.info.com.cn. ）, the summary of the company's 2021 annual report was also published in China Securities Journal and securities times.
The board of supervisors of the company expressed opinions on the proposal. For details, please refer to cninfo.com, the gem information disclosure website designated by the CSRC（ http://www.cn.info.com.cn. ）。
5. Deliberated and passed the proposal on the company's profit distribution plan for 2021
Considering the company's current operation, cash flow, future development and shareholders' interests, the company proposes
The profit distribution plan for 2021 is as follows: Based on the total share capital of 155193217 shares of the company on December 31, 2021, excluding 19424 shares to be repurchased and cancelled (i.e. 155173793 shares as the base), a cash dividend of 1.80 yuan (including tax) for every 10 shares is distributed to all shareholders except the above shareholders who need to repurchase and cancel restricted shares, with a total of 2793128274 yuan (including tax); At the same time, the capital reserve was used to increase 2 shares for every 10 shares to all shareholders, with a total of 31034758 shares. After the increase, the total share capital of the company was increased to 186208551 shares.
If the total share capital of the company changes due to share repurchase and cancellation of equity incentive before the implementation of the above profit distribution plan, the distribution proportion calculated according to the latest total share capital of the company will be disclosed in the profit distribution implementation announcement in accordance with the principle of "the total amount of cash dividends, the total amount of bonus shares and the total amount of converted share capital will be fixed". Voting results: 7 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.
The independent directors and the board of supervisors of the company respectively expressed their opinions on the proposal. See cninfo.com, the gem information disclosure website designated by the CSRC for details（ http://www.cn.info.com.cn. ）。
6. The proposal on confirming the remuneration and allowance of the company's directors and senior managers in 2021 and the remuneration and allowance scheme of the company's directors and senior managers in 2022 was deliberated and adopted
The basic salary of the company is composed of the basic salary of directors and senior management at the end of the year, which is paid according to the basic salary of the company. On the premise of completing the company's business objectives and business plans in 2021, the performance part is evaluated in combination with the assessment of directors and senior managers, and the year-end assessment and reward of directors and senior managers are carried out according to the business performance. Therefore, the actual payment amount will fluctuate to a certain extent.
According to the assessment of the company's directors and senior managers in 2021 and the salary level of the company's industry and region, it is proposed to adjust the salary or allowance of the company's directors and senior managers in 2022.
Voting results: 7 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.
The announcement on confirming the remuneration and allowance of directors and senior managers of the company in 2021 and the remuneration and allowance scheme of directors and senior managers of the company in 2022 is detailed in cninfo.com, the gem information disclosure website designated by the CSRC（ http://www.cn.info.com.cn. ）。
The independent directors of the company expressed their opinions on the proposal. For details, see cninfo.com, the gem information disclosure website designated by the CSRC（ http://www.cn.info.com.cn. ）。
7. The proposal on the self-evaluation report of the company's internal control in 2021 was deliberated and adopted
According to the provisions of the basic norms of enterprise internal control and its supporting guidelines and other internal control supervision requirements, combined with the company's internal control system and evaluation methods, and based on the daily supervision and special supervision of internal control, the effectiveness of the company's internal control on December 31, 2021 (the benchmark date of internal control evaluation report) was evaluated. 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. There are no factors affecting the evaluation conclusion of the effectiveness of internal control from the base date of the internal control evaluation report to the date of issuance of the internal control evaluation report. Zhongxinghua Certified Public Accountants (special general partnership) issued the internal control assurance report and believed that Jiangsu Gian Technology Co.Ltd(300709) in accordance with the basic norms of enterprise internal control and relevant regulations, it maintained effective internal control related to financial statements in all major aspects on December 31, 2021.
Voting results: 7 in favor, 0 against and 0 abstention.
For details of the company's self-evaluation report on internal control in 2021, please refer to cninfo.com, the gem information disclosure website designated by the CSRC（ http://www.cn.info.com.cn. ）。
The independent directors, the board of supervisors and the recommendation institution of the company respectively expressed their opinions on the proposal. Zhongxinghua Certified Public Accountants (special general partnership) issued the internal control assurance report. For details, see cninfo.com, the gem information disclosure website designated by the CSRC（ http://www.cn.info.com.cn. ）。
8、 The proposal on the special report on the deposit and use of raised funds in 2021 was deliberated and adopted. According to the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies (CSRC announcement [2022] No. 15) issued by the CSRC and 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 issued by the Shenzhen Stock Exchange The board of directors of the company prepared a special report on the annual deposit and use of raised funds as of December 31, 2021 in accordance with the relevant provisions of the guidelines for self-discipline supervision of companies listed on the gem of Shenzhen Stock Exchange No. 2 - announcement format: special report format for the annual deposit and use of raised funds of listed companies.
Voting results: 7 in favor, 0 against and 0 abstention.
The special report on the deposit and use of raised funds in 2021 is detailed in cninfo.com, the gem information disclosure website designated by the CSRC（ http://www.cn.info.com.cn. ）。
The independent directors, the board of supervisors and the recommendation institution of the company respectively expressed their opinions on the proposal. Zhongxinghua Certified Public Accountants (special general partnership) issued the assurance report on the annual storage and use of raised funds. For details, see cninfo.com, the gem information disclosure website designated by the CSRC（ http://www.cn.info.com.cn. ）。 9. Deliberated and passed the proposal on the company's plan to continue to hire an accounting firm
Zhongxinghua Certified Public Accountants (special general partnership) has the qualification of securities and futures business, adheres to the principle of independent audit in the process of practice, and the professional reports issued for the company are objective and fair. In order to maintain the continuity of audit work, it is agreed to continue to employ zhongxinghua Certified Public Accountants (special general partnership) as the financial audit institution of the company in 2022.
Voting results: 7 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.
See cninfo.com, the gem information disclosure website designated by China Securities Regulatory Commission, for details of the announcement on the company's intention to renew the appointment of an accounting firm（ http://www.cn.info.com.cn. ）。
The independent directors of the company expressed their opinions on the proposal. For details, see cninfo.com, the gem information disclosure website designated by the CSRC（ http://www.cn.info.com.cn. ）。
10. The proposal on repurchase and cancellation of restricted shares granted to some incentive objects but not yet lifted the restriction on sales and adjustment of repurchase price was deliberated and adopted
According to the relevant provisions of the company's 2019 restricted stock incentive plan (Draft) and 2020 restricted stock incentive plan (Revised Draft), in view of the fact that Qiao Haiyang, Wang Wei, Hong Wenbo, Huang Yupeng, Zhang Jian, and Qian Weijun, Li Ping, Yu Wenliang and Yang Liu, the incentive objects of the 2019 restricted stock incentive plan, and the incentive objects of the 2020 restricted stock incentive plan, quit for personal reasons and no longer meet the conditions of the incentive objects, The company will repurchase and cancel 19424 restricted shares granted but not yet lifted, accounting for 0.013% of the total share capital of the company.
Voting results: 7 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.
See cninfo.com, the gem information disclosure website designated by the CSRC, for details of the announcement on repurchasing and cancelling restricted shares granted to some incentive objects but not yet lifted the restrictions on sales and adjusting the repurchase price（ http://www.cn.info.com.cn. ）。
The independent directors and the board of supervisors of the company respectively expressed their opinions on the proposal, and the law firm issued a legal opinion. For details, see cninfo.com, the gem information disclosure website designated by the CSRC（ http://www.cn.info.com.cn. ）。
11. The proposal on changing the registered capital, amending the articles of association and authorizing the handling of industrial and commercial registration changes was deliberated and adopted
Since the total share capital of the company will change after the company repurchases and cancels some restricted shares, combined with the actual situation of the company, the company plans to amend the articles of association and submit to the general meeting of shareholders to authorize the management to handle the industrial and commercial change registration within the scope allowed by relevant laws and regulations. The final amendment of the articles of association shall be subject to the approval of the administrative examination and approval department.
Voting results: 7 affirmative votes, 0 negative votes,
