Securities code: Jiangsu Gian Technology Co.Ltd(300709) securities abbreviation: Jiangsu Gian Technology Co.Ltd(300709) Announcement No.: 2022028 Jiangsu Gian Technology Co.Ltd(300709)
Announcement on the resolution of the 7th Meeting of the 3rd 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 notice of the meeting of the board of supervisors was sent to all supervisors 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 supervisors was held on March 31, 2022 in the meeting room of Jiangsu Gian Technology Co.Ltd(300709) (hereinafter referred to as “the company”) by on-site voting.
3. Three supervisors should attend this meeting of the board of supervisors and three actually attended.
4. The meeting of the board of supervisors was presided over by Mr. Shi Jun, chairman of the board of supervisors.
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、 Deliberation at the meeting of the board of supervisors
The meeting considered and adopted the following proposals:
1. Deliberated and adopted the proposal on the 2021 annual work report of the board of supervisors
Voting results: 3 affirmative votes, 0 negative votes and 0 abstention votes. 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 supervisors, please refer to cninfo.com, the gem information disclosure website designated by the CSRC（ http://www.cn.info.com.cn. ）。
2. Deliberated and passed the proposal on the company’s 2021 annual financial statement report
The board of supervisors believes that the company’s 2021 financial statement objectively and truly reflects the company’s financial situation and operating results in 2021, and there are no false records, misleading statements or major omissions. Voting results: 3 affirmative votes, 0 negative votes and 0 abstention votes. 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. ）。
3. The proposal on the annual report and summary of the company in 2021 was deliberated and adopted
The board of supervisors believes that the preparation and review procedures of the company’s 2021 annual report and summary comply with laws, administrative regulations and the provisions of the CSRC. The contents of the report truly, accurately and completely reflect the company’s business and financial situation in 2021, and there are no false records, misleading statements or major omissions.
Voting results: 3 affirmative votes, 0 negative votes and 0 abstention votes. 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.
4. Deliberated and passed the proposal on the company’s profit distribution plan for 2021
The board of supervisors believes that the profit distribution plan of the company for 2021 is in line with the implementation of the company’s future business plan and the long-term interests of all shareholders, and agrees to distribute a cash dividend of 1.80 yuan (including tax) for every 10 shares to all shareholders except the above shareholders who need to repurchase and cancel restricted shares based on 155193217 shares of the company’s total share capital on December 31, 2021, excluding 19424 shares to be repurchased and cancelled (i.e. 155173793 shares), The total distribution is 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. Voting results: 3 affirmative votes, 0 negative votes and 0 abstention votes. This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
5. The proposal on confirming the remuneration of the company’s supervisors in 2021 and the remuneration scheme of the company’s supervisors in 2022 was deliberated and adopted
The board of supervisors believes that the remuneration of the company’s supervisors consists of basic remuneration and year-end performance awards, and the basic remuneration is paid monthly. 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 each supervisor, and the supervisors are assessed and rewarded at the end of the year according to the business performance. Therefore, the actual payment amount will fluctuate to a certain extent.
The company’s supervisors are all employed in the company. The company plans to adjust the remuneration of the company’s supervisors in 2022 according to the assessment of supervisors in 2021 and the remuneration level of the company’s industry and region.
Voting results: 3 affirmative votes, 0 negative votes and 0 abstention votes. This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
For details of the announcement on confirming the remuneration of the company’s supervisors in 2021 and the remuneration scheme of the company’s supervisors in 2022, see cninfo.com, the gem information disclosure website designated by the CSRC（ http://www.cn.info.com.cn. ）。
6. The proposal on the self-evaluation report of the company’s internal control in 2021 was deliberated and adopted
The board of supervisors believes that the company has established a relatively perfect internal organizational structure, which meets the requirements of relevant national laws and regulations and the actual needs of the company’s production and operation management. During the reporting period, the company’s internal control system was sound and operated effectively without major defects. The company’s 2021 internal control self evaluation report truly, completely and objectively reflected the actual situation of the company’s internal control.
Voting results: 3 affirmative votes, 0 negative votes and 0 abstention votes.
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. ）。
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. ）。 7. The board of supervisors considered and passed the proposal on the special report on the deposit and use of raised funds in 2021. The board of supervisors held that the management, use and operation procedures of the company’s raised funds in 2021 comply with the provisions and requirements of relevant laws and regulations, the actual use of raised funds is legal and compliant, there is no illegal use of raised funds, and there is no change or disguised change in the investment direction of raised funds and damage to the interests of shareholders.
The special report on the deposit and use of the company’s raised funds in 2021 objectively and fairly reflects the deposit and use of the raised funds.
Voting results: 3 affirmative votes, 0 negative votes and 0 abstention votes.
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. ）。
8. Deliberated and passed the proposal on the company’s plan to continue to hire an accounting firm
The board of supervisors believes that zhongxinghua Certified Public Accountants (special general partnership), as the company’s audit institution in 2021, can abide by the auditing standards for Chinese certified public accountants, earnestly perform its audit responsibilities, objectively evaluate the company’s financial status and operating results, and express audit opinions independently and diligently. The board of supervisors agreed that the company would continue to employ zhongxinghua Certified Public Accountants (special general partnership) as the company’s audit institution in 2022 for one year.
Voting results: 3 affirmative votes, 0 negative votes and 0 abstention votes. 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. ）。
9. 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
The board of supervisors believes that: the incentive object of the company’s restricted stock incentive plan leaves the company for personal reasons and the company’s termination of labor relations with it no longer meets the conditions of the incentive object. The company’s repurchase and cancellation of its authorized but not yet lifted restricted shares meets the relevant provisions of the incentive plan. The procedures for the board of directors to consider the repurchase and cancellation are legal and compliant, It is agreed that the company will repurchase and cancel 19424 restricted shares granted to the above incentive objects but not lifted.
Voting results: 3 affirmative votes, 0 negative votes and 0 abstention votes. 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. ）。
10. The proposal on the achievement of performance commitments and performance compensation of Shenzhen antxin Technology Co., Ltd. in 2021 was deliberated and adopted
The board of supervisors held that when the company acquired 60% equity of Shenzhen antxin Technology Co., Ltd., the transferor promised that the performance target of antxin in 2021 was 24 million. Now, audited by zhongxinghua Certified Public Accountants (special general partnership), the net profit of antxin in 2021 after deducting non recurring profits and losses is -5773776219 yuan, and the net profit attributable to the parent company after deducting non recurring profits and losses is -5768898001 yuan. Antxin has not achieved its performance commitment in 2021. According to the calculation formula of compensation amount: the amount to be compensated in the current year = (committed net profit in the current year – realized net profit in the current year) ÷ the sum of cumulative committed net profits in the performance commitment period × According to the equity pricing of this transaction, the compensation amounts are 20434440548 yuan and 20422245003 yuan respectively. According to the agreement on equity transfer that “the company has the right to directly deduct the compensation amount (if any) to be borne by the above transferor from the unpaid transaction amount payable”, the company has the right to directly deduct 90 million of the above compensation from the unpaid transaction amount payable, Compensation for the remaining issues is under negotiation.
Voting results: 3 affirmative votes, 0 negative votes and 0 abstention votes.
See cninfo.com, the gem information disclosure website designated by China Securities Regulatory Commission for details of the announcement on the achievement of performance commitments and performance compensation of Shenzhen antxin Technology Co., Ltd. in 2021（ http://www.cn.info.com.cn. ）。
11. The proposal on withdrawing provisions for credit impairment and asset impairment was deliberated and adopted
The board of supervisors held that the company’s provision for credit impairment and asset impairment this time complies with the relevant provisions of the accounting standards for business enterprises and the company’s accounting policies, has sufficient basis and legal procedures, and can more objectively, accurately and fairly reflect the company’s actual assets and financial status after the provision for impairment, and agreed with the company’s provision for credit impairment and asset impairment this time.
Voting results: 3 affirmative votes, 0 negative votes and 0 abstention votes.
For details of the announcement on the provision for credit impairment and asset impairment, please refer to cninfo.com, the gem information disclosure website designated by the CSRC（ http://www.cn.info.com.cn. ）。
3、 Documents for future reference
1. Resolutions of the 7th Meeting of the 3rd board of supervisors;
2. Other documents required by Shenzhen Stock Exchange.
It is hereby announced.
Jiangsu Gian Technology Co.Ltd(300709) board of supervisors April 1, 2022
