Securities code: Si-Tech Information Technology Co.Ltd(300608) securities abbreviation: Si-Tech Information Technology Co.Ltd(300608) Announcement No.: 2022021 bond Code: 123054 bond abbreviation: site convertible bond
Si-Tech Information Technology Co.Ltd(300608)
Announcement on the resolution of the 25th meeting of the third 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
Si-Tech Information Technology Co.Ltd(300608) (hereinafter referred to as "the company") the 25th meeting of the third board of directors was held in the company's conference room on April 6, 2022 by combining on-site voting and communication voting. The meeting has been notified to all directors by telephone, e-mail and other means on March 25, 2022. The meeting was presided over by Mr. Wu Feizhou, chairman of the company. There were 6 directors who should attend the meeting, 6 directors who actually attended the meeting, and the supervisors and senior managers of the company attended the meeting as nonvoting delegates. The convening and holding of the meeting shall comply with relevant laws, administrative regulations, normative documents and the relevant provisions of the articles of association.
2、 Deliberations of the board meeting
(I) deliberated and passed the proposal on the work report of the board of directors in 2021
After deliberation by the directors present at the meeting, the 2021 work report of the board of directors of the company was approved.
Ms. Tang guoqiong and Ms. Hu Zheng, the independent directors of the company, 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 details, please refer to cninfo (www.cn. Info. Com. CN.) The work report of the board of directors in 2021 and the work report of independent directors in 2021 disclosed.
This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
The voting result was: 6 in favor, 0 against and 0 abstention
(II) deliberated and passed the proposal on the company's 2021 annual financial statement report
For details, please refer to cninfo (www.cn. Info. Com. CN.) Disclosed financial final accounts report of 2021.
This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
The voting result was: 6 in favor, 0 against and 0 abstention
(III) deliberated and passed the proposal on the company's 2022 annual financial budget report
For details, please refer to cninfo (www.cn. Info. Com. CN.) Disclosed financial budget report for 2022.
This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
The voting result was: 6 in favor, 0 against and 0 abstention
(IV) the proposal on the company's 2021 annual report and its summary was reviewed and passed
After deliberation by the directors attending the meeting, the annual report 2021 and its summary of the company were agreed.
For details, please refer to cninfo (www.cn. Info. Com. CN.) Disclosed annual report 2021 and its summary.
This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
The voting result was: 6 in favor, 0 against and 0 abstention
(V) deliberated and passed the proposal on the company's profit distribution plan for 2021
According to the audit of Lixin Certified Public Accountants (special general partnership), the net profit attributable to the shareholders of the listed company in 2021 was 6190328406 yuan, and the net profit realized by the parent company was 7329121600 yuan. As of December, 2021, the profit available for distribution to the shareholders was 46242838 yuan, which was available for distribution to the shareholders of the parent company.
The profit distribution plan of the company in 2021 is: Based on the total share capital of 209699688 shares, the company will distribute cash dividends of 0.70 yuan (including tax) to all shareholders for every 10 shares, with a total of 1467897816 yuan. At the same time, the capital reserve is used to increase 2 shares for every 10 shares to all shareholders without bonus shares. If the total share capital of the company changes before the equity registration date determined by the announcement on the implementation of equity distribution, it will be adjusted accordingly in accordance with the principle of unchanged distribution proportion.
The profit distribution of the company in 2021 matches the performance growth, and meets the requirements of the company law, the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies, the articles of association and other relevant provisions. The independent directors of the company expressed their independent opinions on the proposal.
For details, please refer to cninfo (www.cn. Info. Com. CN.) The announcement on the profit distribution plan of 2021 disclosed.
This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
The voting result was: 6 in favor, 0 against and 0 abstention
(VI) deliberated and passed the proposal on the company's special report on the deposit and actual use of raised funds in 2021
After deliberation by the directors attending the meeting, the special report on the deposit and actual use of raised funds in 2021 was agreed, and the independent directors of the company expressed their independent opinions on the proposal.
The company's financial audit institution issued the assurance report and the recommendation institution issued the verification opinion.
For details, please refer to cninfo (www.cn. Info. Com. CN.) Special report on the deposit and actual use of raised funds in 2021 disclosed.
The voting result was: 6 in favor, 0 against and 0 abstention
(VII) deliberated and passed the proposal on the company's self-evaluation report on internal control in 2021. According to the provisions of the guidelines for self discipline supervision of Listed Companies in Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM, after deliberation by the directors attending the meeting, it is considered that the company's internal control has established a control system in terms of institutional setting and restraint, risk assessment and prevention, information transmission and communication, internal control activities and inspection, The relevant internal control system can be effectively implemented, which meets the requirements of China Securities Regulatory Commission and Shenzhen Stock Exchange on internal control, ensures the normal operation and management of the company, and plays an effective role in preventing and controlling business risks. The independent directors of the company have expressed their independent opinions on this proposal. The company's financial audit institution issued the assurance report and the recommendation institution issued the verification opinion.
For details, please refer to cninfo (www.cn. Info. Com. CN.) Self evaluation report on internal control in 2021 disclosed.
The voting result was: 6 in favor, 0 against and 0 abstention
(VIII) deliberated and passed the proposal on the company's 2021 annual social responsibility report
After deliberation by the directors present at the meeting, the 2021 social responsibility report of the company was approved.
For details, please refer to cninfo (www.cn. Info. Com. CN.) 2021 social responsibility report disclosed by the company.
The voting result was: 6 in favor, 0 against and 0 abstention
(IX) deliberated and passed the proposal on renewing the appointment of Lixin Certified Public Accountants (special general partnership) as the company's audit institution in 2022
In accordance with the relevant provisions of the guidelines for self regulation and supervision of Listed Companies in Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on the gem, the company employs intermediaries with relevant qualifications to be responsible for the audit. In order to maintain the continuity of audit work and promote the development of the company, upon the proposal of the audit committee of the company, the company plans to renew the appointment of Lixin Certified Public Accountants (special general partnership) as the audit institution of the company in 2022 for one year, which will take effect from the date of deliberation and approval by the general meeting of shareholders of the company, The board of directors requests the general meeting of shareholders to authorize the company's management to negotiate with Lixin Certified Public Accountants (special general partnership) to determine the audit fee in accordance with relevant national regulations, the company's specific audit requirements and audit scope.
The independent directors of the company approved the proposal in advance and expressed their independent opinions. For details, please refer to cninfo (www.cn. Info. Com. CN.) Announcement on renewing the appointment of accounting firms in 2022 disclosed by the company.
This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
The voting result was: 6 in favor, 0 against and 0 abstention
(x) deliberated and passed the proposal on the prediction of the company's daily connected transactions in 2022
In view of the actual needs of the company's daily production and operation, according to the production and operation plan of 2022, the company and its holding subsidiaries expect that the total amount of daily connected transactions with related parties in 2022 will not exceed RMB 3 million. The company's daily related party transactions are normal business activities. The transaction pricing is fair, just, fair and reasonable, which meets the needs of the company's operation and management, will not affect the independence of the company, and will not damage the interests of the company and shareholders.
The independent directors of the company approved the proposal in advance and expressed their independent opinions, and the recommendation institution issued verification opinions. For details, please refer to cninfo (www.cn. Info. Com. CN.) The announcement on the forecast of daily connected transactions in 2022 disclosed.
Mr. Wu Feizhou, a related director, avoided and did not participate in the voting during the deliberation of this proposal, which was voted by all non related directors.
The voting result was: 5 in favor, 0 against and 0 abstention
（11） The proposal on applying for comprehensive credit line from financial institutions was reviewed and passed
In order to meet the needs of daily operation and business development of the company and its subsidiaries, the company and its subsidiaries intend to apply to banks and other financial institutions for a comprehensive credit line of no more than 950 million yuan (the final amount shall be subject to the actual amount between the company and its subsidiaries and banks and other financial institutions), which shall be recycled within the credit line. The board of directors requests the general meeting of shareholders to authorize the general manager or other persons authorized by the general manager to handle credit related matters within the above line and credit period according to the actual operating capital needs of the company and its subsidiaries.
For details, please refer to cninfo (www.cn. Info. Com. CN.) Announcement on applying for comprehensive credit line from financial institutions.
This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
The voting result was: 6 in favor, 0 against and 0 abstention
（12） The proposal on early election of the board of directors and nomination of candidates for non independent directors of the Fourth Board of directors was reviewed and adopted
According to the company law, Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 - standardized operation of GEM listed companies and other laws and regulations, normative documents, the articles of association and other relevant provisions, after the qualification examination of the nomination committee of the board of directors, the board of directors of the company plans to nominate Mr. Wu Feizhou, Mr. Song Junde, Mr. Wang Deming Ms. Luan Ying is a non independent director candidate of the Fourth Board of directors of the company, and her term of office is three years from the date of deliberation and approval by the general meeting of shareholders of the company.
The qualifications of the above non independent director candidates meet the provisions of relevant laws and regulations. The total number of directors who concurrently serve as the company's senior management and staff representatives on the board of directors of the company shall not exceed one-half of the total number of directors of the company. Before the new director takes office, the former director will continue to faithfully and diligently perform his duties and duties in accordance with laws, regulations, the articles of association and other relevant provisions.
The independent directors of the company have expressed their independent opinions on the above matters. This proposal must be submitted to the general meeting of shareholders of the company for deliberation, and the cumulative voting method will be adopted to vote item by item. For details, please refer to cninfo (www.cn. Info. Com. CN.) Announcement on early general election of the board of directors.
The voting result was: 6 in favor, 0 against and 0 abstention
（13） The proposal on early election of the board of directors and nomination of candidates for independent directors of the Fourth Board of directors was reviewed and adopted
In accordance with the company law, Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 - standardized operation of GEM listed companies and other laws and regulations, normative documents, the articles of association and other relevant provisions, after the qualification examination of the nomination committee of the board of directors, the board of directors of the company plans to nominate Mr. Zhang Quanquan Ms. Tang guoqiong is an independent director candidate of the Fourth Board of directors of the company, and her term of office is three years from the date of deliberation and approval by the general meeting of shareholders of the company.
Mr. Zhang Quanquan and Ms. Tang guoqiong have obtained the qualification certificate of independent directors recognized by Shenzhen Stock Exchange. The qualification and independence of the above independent director candidates shall be reviewed by Shenzhen Stock Exchange and submitted to the general meeting of shareholders of the company for deliberation.
Before the new independent director takes office, the original independent director will continue to perform his obligations and duties faithfully and diligently in accordance with laws, regulations, the articles of association and other relevant provisions. For the statement of independent director nominees and the statement of independent director candidates, please refer to the designated information disclosure media cninfo (www.cn. Info. Com. CN.). The independent directors of the company have expressed their independent opinions on the above matters. This proposal must be submitted to the general meeting of shareholders of the company for deliberation, and the cumulative voting method will be adopted to vote item by item.
The voting result was: 6 in favor, 0 against and 0 abstention
（14） The proposal on changing the registered capital of the company and amending the articles of association was deliberated and passed. Approved by the CSRC's zjxk [2020] No. 590 document, the company publicly issued 2.71 million convertible corporate bonds on June 10, 2020, with a face value of 100 yuan each and a total issuance amount of 271 million yuan. The bonds are referred to as "site convertible bonds" for short and the bond code is "123054". The starting and ending date of the conversion of "site convertible bonds" issued by the company this time is December 16, 2020 to June 9, 2026. From May 26, 2021 to March 31, 2022, "site convertible bonds" accumulated
