Securities code: Hanwang Technology Co.Ltd(002362) securities abbreviation: Hanwang Technology Co.Ltd(002362) Announcement No.: 2022012 Hanwang Technology Co.Ltd(002362)
Announcement of resolutions of the sixth meeting of the sixth board of supervisors
The company and all members of the board of supervisors 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.
Hanwang Technology Co.Ltd(002362) (hereinafter referred to as "the company") the sixth meeting of the sixth board of supervisors was held at 11:00 a.m. on March 31, 2022 by means of on-site communication. The notice of this meeting has been notified to all supervisors by email on March 20, 2022. Three supervisors should attend the meeting of the board of supervisors and three actually attended. The meeting was presided over by Ms. Wang Chaoying, chairman of the board of supervisors of the company, and the Secretary of the board of directors of the company attended the meeting as nonvoting delegates. The notice, convening and the number of supervisors participating in the meeting are in line with relevant laws, regulations, rules and the relevant provisions of the articles of association. The meeting adopted on-site 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 3 affirmative votes, 0 abstention votes and 0 negative votes
The review opinion of the board of supervisors on the company's 2021 annual report is: the board of supervisors believes that the procedures for the preparation and review of the company's 2021 annual report and summary by 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 listed company, without any false records, misleading statements or major omissions.
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 supervisors in 2021 was considered and adopted with 3 affirmative votes, 0 abstention votes and 0 negative votes
For the work report of the board of supervisors in 2021, see http://www.cn.info.com.cn "Work of the board of supervisors" in Section IV "corporate governance" of the company's 2021 annual report.
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
3、 With 3 affirmative votes, 0 abstention votes and 0 negative votes, the proposal on the 2021 annual financial statement was deliberated and adopted
After review, the board of supervisors agreed to the company's 2021 annual financial statement report.
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
4、 The proposal on financial budget report for 2022 was deliberated and adopted with 3 affirmative votes, 0 abstention and 0 negative vote
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. After review, the board of supervisors agreed to the 2022 financial budget report of the company.
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.
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
5、 With 3 affirmative votes, 0 abstention 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 board of supervisors agreed to the 2021 profit distribution and capital reserve conversion plan proposed by the board of directors.
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
6、 The proposal on the special report on the deposit and use of raised funds in 2021 was considered and adopted by 3 votes in favor, 0 votes in abstention and 0 votes against
After review, the board of supervisors agreed to the special report on the deposit and use of raised funds in 2021 prepared by the board of directors.
7、 With 3 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 audit opinion of the board of supervisors on the 2021 internal control self evaluation report prepared by the board of directors is that the company has established and improved a relatively complete internal control system and can be effectively implemented. The self-evaluation report of the company's internal control truly and objectively reflects the construction and operation of the company's internal control system. The company's self-evaluation of internal control in 2021 is true and objective. The board of supervisors has no objection to the self-evaluation report on internal control in 2021.
8、 The proposal on the remuneration (or allowance) of the company's supervisors in 2021 was deliberated and adopted with 3 affirmative votes, 0 abstention and 0 opposition
In 2021, according to the company's scale, the salary level of the industry and the actual situation of the company, the company paid the salary (or allowance) of 2021 to a total of 3 supervisors serving in the company during the reporting period, with a total amount of 723200 yuan. The payment standard shall be implemented in accordance with the salary (or allowance) standard of the supervisors of the sixth board of supervisors deliberated and approved by the 2020 annual general meeting of shareholders held on April 29, 2021. The remuneration of the two supervisors who concurrently hold the posts of the company shall be determined according to the current remuneration standard of the company, the post wage standard of their posts and the performance assessment method.
For details of the remuneration (or allowances) of the company's supervisors in 2021, please refer to "3. Remuneration of directors, supervisors and senior managers" in "v. directors, supervisors and senior managers" of "corporate governance" in Section IV of the full text of the company's 2021 annual report.
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
9、 With 3 affirmative votes, 0 abstention votes and 0 negative votes, the proposal on canceling the expired and unexercised stock options in the third exercise period of 2018 stock option incentive plan was deliberated and adopted
After verification, the board of supervisors believes that the cancellation of the third exercise period of the 2018 stock option incentive plan has expired, and the non exercise of stock options complies with the relevant laws, regulations and normative documents and the relevant provisions of the company's 2018 stock option incentive plan. There is no damage to the interests of the company and all shareholders, and will not have a significant adverse impact on the company's financial status and operating results, Nor will it affect the diligence of the company's management team.
Therefore, we agree to cancel the outstanding stock options that have expired in the third exercise period of the 2018 stock option incentive plan.
10、 With 3 affirmative votes, 0 abstention votes and 0 negative votes, the proposal on adding a wholly-owned subsidiary as the implementation subject of the raised investment project and increasing the implementation location, and using the raised funds to provide loans to the new implementation subject to implement the raised investment project was deliberated and adopted
After review, the board of supervisors believes that:
The decision of the company to increase the implementation subject and place of the raised investment project this time is made according to the actual situation of the project. There is no situation of changing the investment direction of the raised funds in a disguised form and damaging the interests of the company and all shareholders, which will not have an adverse impact on the operation and financial status of the company. The implementation subjects of the new raised investment projects are all wholly-owned subsidiaries of the company. There is no new risk or uncertainty for the company, which is conducive to the company to give full play to the benefits of raised funds in time and maximize the interests of the company and the majority of investors. The board of supervisors agreed to increase the implementation subject and place of the raised investment project.
The use of the raised funds to provide loans to the implementation subject of the new raised investment project to implement the raised investment project is based on the specific needs of the implementation of the company's raised funds use plan, which is helpful to promote the construction and development of the raised investment project. It does not change the investment direction and project construction content of the raised funds, and will not have a substantive impact on the implementation of the raised investment project. It meets the business needs of the company and does not damage the interests of the company and shareholders. The board of supervisors agreed to use the raised funds to provide loans to the implementation subject of the raised investment project to implement the raised investment project. 11、 With 3 affirmative votes, 0 abstention votes and 0 negative votes, the proposal on adding a non wholly owned subsidiary as the implementation subject of the raised investment project and increasing the implementation location, and using the raised funds to provide loans to the new implementation subject to implement the raised investment project was deliberated and adopted
After review, the board of supervisors believes that:
The decision of the company to increase the implementation subject and place of the raised investment project this time is made according to the actual situation of the project. There is no situation of changing the investment direction of the raised funds in a disguised form and damaging the interests of the company and all shareholders, which will not have an adverse impact on the operation and financial status of the company. The implementation subject of the new raised investment project is the holding subsidiary of the company, which can ensure the effective control of the investment project with raised funds. This new project is conducive to the company to give full play to the benefits of raised funds in time and maximize the interests of the company and the majority of investors. The board of supervisors agreed to increase the implementation subject and place of the raised investment project.
The use of the raised funds to provide loans to the implementation subject of the new raised investment project to implement the raised investment project is based on the specific needs of the implementation of the company's raised funds use plan, which is helpful to promote the construction and development of the raised investment project. It does not change the investment direction and project construction content of the raised funds, and will not have a substantive impact on the implementation of the raised investment project. It meets the business needs of the company and does not damage the interests of the company and shareholders. The board of supervisors agreed to use the raised funds to provide loans to the implementation subject of the raised investment project to implement the raised investment project. This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
It is hereby announced.
Hanwang Technology Co.Ltd(002362) board of supervisors April 2, 2022
