Securities code: Hanwang Technology Co.Ltd(002362) securities abbreviation: Hanwang Technology Co.Ltd(002362) Announcement No.: 2022011 Hanwang Technology Co.Ltd(002362)
Announcement of resolutions of the 10th meeting of the 6th board of directors
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and are responsible for false records, misleading statements or major omissions in the announcement.
The 10th meeting of the 6th board of directors of Hanwang Technology Co.Ltd(002362) (hereinafter referred to as " Hanwang Technology Co.Ltd(002362) " or "the company") was held at 10:00 am on March 31, 2022 in the form of on-site communication. The notice of this meeting has been notified to all directors, supervisors, senior managers and other relevant personnel by email on March 20, 2022. The board meeting was attended by 11 directors who should have attended and 11 directors who actually attended. The company's supervisors, the Secretary of the board of directors and some senior managers attended the meeting as nonvoting delegates. The meeting was presided over by Mr. Liu Yingjian, chairman of the company. The notice, convening and the number of directors attending the meeting are in line with relevant laws, regulations, rules and the relevant provisions of the articles of association. The meeting adopted on-site communication voting and open ballot to form the following resolutions:
1、 The proposal on the 2021 annual report and summary of the company was deliberated and adopted with 11 affirmative votes, 0 abstention votes and 0 negative votes
See http://www.cn.info.com.cn for details of the company's 2021 annual report, For details of the company's 2021 annual report summary, please refer to the information disclosure media designated by the company, such as securities times, China Securities News and cninfo (www.cn. Info. Com. CN.).
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
2、 The proposal on the work report of the board of directors in 2021 was considered and adopted with 11 affirmative votes, 0 abstention votes and 0 negative votes
For details of the work report of the board of directors in 2021, see http://www.cn.info.com.cn Section III "management discussion and analysis" of the company's 2021 annual report.
Ms. Hong Mei, Mr. Yang Jinguan, Mr. Li Jianwei and Ms. Sudan, the independent directors of the sixth board of directors of the company in 2021, 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 annual general meeting of shareholders of the company.
For the report on the work of independent directors in 2021, please refer to cninfo.com.cn, the designated information disclosure media of the company.
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
3、 The proposal on the 2021 general manager's work report was deliberated and adopted with 11 affirmative votes, 0 abstention votes and 0 negative votes
The directors attending the meeting believed that the 2021 general manager's work report made by Mr. Zhu Deyong, the general manager, objectively and truly reflected the work and achievements of the company in implementing the resolutions of the board of directors, managing production and operation, and implementing various systems of the company in 2021.
For details of the 2021 general manager's work report, please refer to cninfo (www.cn. Info. Com. CN), the information disclosure media designated by the company.
4、 With 11 affirmative votes, 0 abstention votes and 0 negative votes, the proposal on the 2021 annual financial statement was deliberated and adopted
Audited by ShineWing Certified Public Accountants (special general partnership), the main financial indicators of the company in 2021 are as follows (consolidated statement data):
The total assets of the company were 219252442237 yuan, an increase of 4.49% over 2020;
The owner's equity attributable to the shareholders of the listed company is 153337805766 yuan, which is relatively high
Increase by 1.93% in 2020;
The operating income was 161326119911 yuan, an increase of 3.74% over 2020;
The operating profit was 11021671630 yuan, down 47.77% from 2020;
The total profit was 11072995493 yuan, a decrease of 48.01% compared with 2020;
The net profit attributable to the shareholders of the listed company was 5409493749 yuan, down 47.98% from 2020.
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
5、 With 11 affirmative votes, 0 abstention votes and 0 negative votes, the proposal of 2022 financial budget report was considered and adopted
According to the company law and the articles of association, the company has prepared the financial budget report for 2022. The company expects an operating revenue of 1.85 billion yuan and a net profit attributable to the parent company of 59.5 million yuan in 2022. It is expected that the intelligent terminal business and big data business in 2022 will increase compared with that in 2021. The growth of revenue and gross profit requires increasing personnel and market investment. At the same time, actively do a good job in budget management and control the growth level of expenses.
Special note: this budget is the internal management and control index of the company's business plan for 2022 and does not represent the company's profit forecast. Whether it can be realized depends on many factors such as changes in market conditions and the efforts of the management team. There is great uncertainty. Investors and relevant people should maintain sufficient risk awareness, understand the differences between plans, forecasts and commitments, and pay attention to investment risks.
The proposal needs to be submitted to the general meeting of shareholders in 2021.
6、 With 11 affirmative votes, 0 abstention votes and 0 negative votes, the proposal on the plan for profit distribution and conversion of capital reserve into share capital in 2021 was considered and adopted
Audited by ShineWing Certified Public Accountants (special general partnership), the company realized a net profit of 10651644168 yuan in 2021, and the net profit attributable to the shareholders of the listed company was 5409493749 yuan. As the accumulated undistributed profit of the company is negative, according to the provisions of the articles of association, based on the total share capital of the company on December 31, 2021, cash dividends of 0 yuan (including tax) and bonus shares of 0 shares (including tax) will be distributed to all shareholders for every 10 shares, and no accumulation fund will be converted into share capital.
The independent directors of the company have expressed independent opinions on the plan for profit distribution and capital reserve converted into share capital in 2021. For details, please refer to the company's designated information media http://www.cn.info.com.cn Special instructions and independent opinions of independent directors of the company on matters related to the 10th meeting of the sixth board of directors issued by the company.
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
7、 The proposal on the special report on the deposit and use of raised funds in 2021 was deliberated and adopted by 11 votes in favor, 0 votes in abstention and 0 votes against
The independent directors of the company expressed independent opinions on the special report on the deposit and use of raised funds in 2021; The board of supervisors of the company issued audit opinions; The recommendation institution China Galaxy Securities Co.Ltd(601881) issued verification opinions; The audit institution ShineWing Certified Public Accountants (special general partnership) issued an assurance report.
For detailed information, please refer to the company's designated information disclosure media securities times, China Securities News and cninfo (www.cn. Info. Com. CN.) Special report on the deposit and use of raised funds in 2021 and relevant announcements.
8、 With 11 affirmative votes, 0 abstention votes and 0 negative votes, the proposal on self-evaluation report on internal control in 2021 was considered and adopted
The independent directors of the company expressed independent opinions on the self-evaluation report on internal control in 2021; The board of supervisors of the company issued audit opinions; The audit institution ShineWing Certified Public Accountants (special general partnership) issued an assurance report.
For details, please refer to cninfo (www.cn. Info. Com. CN.) The company's 2021 annual internal control self evaluation report and other relevant announcements. 9、 With 11 affirmative votes, 0 abstention and 0 negative votes, the proposal on renewing the appointment of accounting firms was deliberated and adopted
ShineWing Certified Public Accountants (special general partnership) is the company's audit institution in 2021. The firm can be serious and responsible, diligent and dutiful in its work, audit the company's financial situation in strict accordance with current laws and regulations, be familiar with the company's business and show a high professional level. It is proposed to renew the employment of the firm as the financial audit institution of the company in 2022 for one year. The audit fee for 2022 shall be submitted to the general meeting of shareholders to authorize the management to negotiate and determine according to its annual workload.
For the renewal of ShineWing Certified Public Accountants (special general partnership), the audit committee of the sixth board of directors of the company carefully reviewed and expressed opinions on the independence, professional competence and investor protection ability of the firm, and the independent directors of the company issued prior approval opinions and independent opinions. For details, please refer to the company's designated information disclosure media securities times, China Securities News and cninfo (www.cn. Info. Com. CN.) The announcement on the proposed renewal of the accounting firm, the prior approval opinions of the company's independent directors on the renewal of the accounting firm, and the special instructions and independent opinions of the company's independent directors on matters related to the 10th meeting of the sixth board of directors.
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
10、 The proposal on the remuneration (or allowance) of the company's directors in 2021 was deliberated and adopted with 11 affirmative votes, 0 abstention and 0 opposition
In 2021, according to the company's scale and the salary level of the industry, and in combination with the actual situation of the company, the company paid the salary (or allowance) of 2021 to a total of 12 directors (including 11 current directors and 1 outgoing director at the expiration of the previous board of directors), with a total amount of 3.6881 million yuan. The payment standard shall be implemented in accordance with the salary (or allowance) standard of the directors of the sixth board of directors deliberated and approved by the 2020 annual general meeting of shareholders held on April 29, 2021. The salary of two directors who concurrently hold the post of the company shall be determined according to the current salary standard of the company, the post salary standard of their post and the performance evaluation method.
For details of the remuneration (or allowances) of the company's directors in 2021, please refer to "5. Remuneration of directors, supervisors and senior managers" in "5. Remuneration of directors, supervisors and senior managers" in Section IV "corporate governance" of the full text of the company's 2021 annual report.
The independent directors of the company have expressed independent opinions. For details, please refer to the company's designated information media http://www.cn.info.com.cn Special notes and independent opinions of independent directors of the company on matters related to the 10th meeting of the sixth board of directors
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation. 11、 With 11 affirmative votes, 0 abstention and 0 negative votes, the proposal on 2021 annual salary of senior managers of the company was deliberated and adopted
In 2021, according to the current salary standard, according to the post salary standard of the post and in combination with the provisions of the performance appraisal measures, the company paid a total of 15 senior managers in 2021 (including the outgoing and newly appointed senior managers in the reporting period, excluding the senior managers who held the post and concurrently served as directors in the company in the reporting period), with a total amount of 8.35 million yuan. For details of the remuneration of senior managers in 2021, please refer to "5. Remuneration of directors, supervisors and senior managers" and "3. Remuneration of directors, supervisors and senior managers" in Section IV "corporate governance" of the full text of the company's 2021 annual report.
12、 With 11 affirmative votes, 0 abstention votes and 0 negative votes, the proposal on canceling the unexercised stock options that have expired in the third exercise period of the 2018 stock option incentive plan was deliberated and adopted. Since the third exercise period of the company's 2018 stock option incentive plan has expired, according to the provisions of the 2018 stock option incentive plan (Draft), The company plans to cancel 78495 expired stock options of 116 incentive objects. After the cancellation, the number of outstanding stock options granted in the company's 2018 stock option incentive plan is 0. The independent directors of the company expressed independent opinions on this matter, the board of supervisors issued verification opinions, and lawyers issued legal opinions.
For details, please refer to the company's designated information disclosure media securities times, China Securities News and cninfo (www.cn. Info. Com. CN.) Announcement on cancellation of stock options that have expired but not exercised in the third exercise period of 2018 stock option incentive plan and other relevant announcements issued on the. 13、 With 11 affirmative votes, 0 abstention votes and 0 negative votes, the proposal on the company applying for group comprehensive credit from financial institutions and providing guarantee to some holding subsidiaries was deliberated and adopted
In order to meet the production, operation and future development needs of the company and its subsidiaries, the company plans to apply for group comprehensive credit from a number of commercial banks and other financial institutions, with a credit line of no more than 200 million yuan, including working capital loans, bank acceptance bills, letter of guarantee and other businesses. The group's credit available enterprises include the company and 8 holding subsidiaries of Beijing Hanwang Zhiyuan Technology Co., Ltd., Beijing Hanwang Pengtai Technology Co., Ltd., Beijing Hanwang Digital Technology Co., Ltd., Beijing Hanwang Yingyan Technology Co., Ltd., Beijing Hanwang saipu Technology Co., Ltd., Beijing Hanwang rongbi Technology Co., Ltd., Fangyi (Beijing) Technology Co., Ltd. and Fangyi (Shenzhen) Technology Co., Ltd.
Within the above limits, when the above 8 holding subsidiaries use the comprehensive credit line, the company will provide them with joint and several liability guarantee; The group's comprehensive credit period shall not exceed two years, and the guarantee period shall not exceed the group's comprehensive credit period. The total amount of guarantee provided by the company to its holding subsidiaries at any time point shall not exceed RMB 200 million, and the specific guarantee amount shall be subject to the actual amount. The board of directors of the company authorizes the management to select a credit institution and sign relevant contract documents and other legal documents within the above limit and according to the actual situation of the company and its subsidiaries. The authorization period is two years.
The proposal has been approved by more than two-thirds of the directors and more than two-thirds of the independent directors, and the independent directors of the company have issued special instructions and independent opinions on this matter. According to deep
