Si-Tech Information Technology Co.Ltd(300608)
Work report of the board of directors in 2021
In 2021, the board of directors of Si-Tech Information Technology Co.Ltd(300608) (hereinafter referred to as “the company”) earnestly implemented the resolutions of the general meeting of shareholders, gradually improved the corporate governance structure, standardized the company’s operation, and actively responded to various challenges in strict accordance with the company law, the securities law, the guidelines for the governance of listed companies and other laws and regulations and the articles of association. The main work is as follows:
1、 Overall operation
In 2021, under the digital economy system, the company will face the markets of key operators, governments and enterprises, strengthen the enabling of digital transformation, construct a new pattern of market development, adhere to the main line of digitization and steadily increase the market share; The company actively explores the R & D investment in “Xinchuang” and digital twin, and continues to strengthen the previous R & D practice in 5g, artificial intelligence, PAAS, blockchain, Internet of things and other aspects, so as to continuously expand the leading edge of technology; Steadily promote the talent upgrading strategy and improve the corporate culture. At the same time, the company actively prevented and controlled the epidemic risk and formed a set of effective plans to minimize the impact on enterprise production. In 2021, the company’s core customers were stable and its main business developed steadily. The main business conditions are as follows:
In 2021, the company’s operation and management were generally good, with an annual operating revenue of 9043485 million yuan, an increase of 22.67% over the same period of the previous year; The net profit attributable to shareholders of listed companies was 619033 million yuan, a decrease of 12.42% over the same period last year.
2、 Review of the work of the board of directors in 2021
The board of directors is the company’s permanent decision-making body, elected by the general meeting of shareholders and authorized by the general meeting of shareholders to be responsible for the company’s operation and management, formulate the company’s overall strategic plan, objectives and annual master plan, and is the company’s business decision-making center. Report to the board of directors.
(I) main work carried out by the board of directors this year
1. In 2021, the board of directors of the company will continue to improve the standard operation level of the company, continuously improve the governance structure, rules and regulations and improve the corporate governance structure in strict accordance with the company law, securities law and other relevant laws and regulations and the articles of association. Organize the effectiveness test of the company’s internal control management system, clarify the functions and operation procedures of internal supervision, and strengthen the work responsibility consciousness of “legal procedures and standardized operation” of managers and employees in dealing with the company’s affairs.
2. The board of directors continued to standardize related party transactions and other work, worked with relevant departments to delimit and manage related parties, effectively standardized related party transactions with related shareholders, played a positive role in promoting the healthy development of the company and effectively improved the standardized management level of the company.
3. During the reporting period, the company launched a refinancing plan and plans to issue shares to specific objects to raise funds for PAAS platform technology and application projects, urban digital economy middle platform projects, Internet of things R & D center projects, etc. In March 2022, the issue of shares issued by the company to specific objects was approved by the CSRC. (II) board meetings held by the company this year
The board of directors of the company shall be responsible to the general meeting of shareholders and exercise its functions and powers effectively. Seven board meetings were held in 2021. The resolutions and implementation of the meetings are as follows:
1. On April 13, 2021, the 17th meeting of the third board of directors was held. All six directors attended the meeting. The meeting considered and adopted the following proposals:
(1) The proposal on the 2020 work report of the board of directors of the company was deliberated and adopted;
(2) Deliberated and passed the proposal on the company’s 2020 annual financial statement report;
(3) The proposal on the company’s 2021 annual financial budget report was deliberated and adopted;
(4) The proposal on the company’s 2020 annual report and its summary was deliberated and adopted;
(5) The proposal on the company’s profit distribution plan for 2020 was deliberated and passed;
(6) The proposal on the company’s special report on the deposit and actual use of raised funds in 2020 was reviewed and approved;
(7) Deliberated and passed the proposal on the company’s 2020 internal control self-evaluation report; (8) The proposal on the company’s 2020 social responsibility report was deliberated and adopted;
(9) The proposal on renewing the appointment of Lixin Certified Public Accountants (special general partnership) as the company’s audit institution in 2021 was reviewed and approved;
(10) The proposal on the prediction of the company’s daily connected transactions in 2021 was reviewed and approved;
(11) Deliberated and passed the proposal on applying for comprehensive credit line from financial institutions;
(12) The proposal on changing the registered capital of the company and amending the articles of association was deliberated and adopted;
(13) The proposal on Amending the rules of procedure of the general meeting of shareholders was deliberated and adopted;
(14) The proposal on Amending the rules of procedure of the board of directors was deliberated and adopted;
(15) The proposal on Revising the external guarantee management system was deliberated and adopted;
(16) The proposal on Amending the measures for the administration of connected transactions was considered and adopted;
(17) The proposal on Revising the measures for the administration of foreign investment and asset disposal was deliberated and adopted;
(18) The proposal on Revising the administrative measures for the use of raised funds was deliberated and adopted;
(19) The proposal on Amending the registration and filing system for insiders of insider information was deliberated and adopted;
(20) The proposal on Amending the investor relations management system was deliberated and adopted;
(21) the proposal on Revising the information disclosure management system was deliberated and adopted;
(22) the proposal on Revising the working rules of the general manager was considered and adopted;
(23) the proposal on Revising the internal reporting system of major information was considered and adopted;
(24) the proposal on Revising the decision-making system for major transactions was considered and adopted;
(25) the proposal on formulating the business management system for information disclosure suspension and exemption was deliberated and adopted;
(26) deliberated and passed the proposal on the company meeting the conditions for issuing shares to specific objects on the gem; (27) the proposal on the company’s stock issuance scheme to specific objects was deliberated and adopted item by item;
(28) deliberated and passed the proposal on the company’s stock issuance plan to specific objects;
(29) deliberated and passed the proposal on the demonstration and analysis report of the company’s stock issuance scheme to specific objects;
(30) deliberated and passed the proposal on the feasibility analysis report on the use of funds raised by the company issuing shares to specific objects;
(31) deliberated and passed the proposal on the report on the use of the previously raised funds;
(32) deliberated and passed the proposal on the filling measures for diluting the immediate return by issuing shares to specific objects and the commitments of relevant subjects;
(33) the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s issuance of shares to specific objects was deliberated and adopted;
(34) the proposal on the company’s shareholder return plan for the next three years (20212023) was deliberated and adopted;
(35) the proposal on convening the 2020 annual general meeting of shareholders of the company was deliberated and adopted.
2. On April 28, 2021, the 18th meeting of the third board of directors was held. All six directors attended the meeting. The meeting considered and adopted the following proposals:
(1) The proposal on the company’s report for the first quarter of 2021 was deliberated and adopted.
3. On June 1, 2021, the 19th meeting of the third board of directors was held. All six directors attended the meeting. The meeting considered and adopted the following proposals:
(1) The proposal on changing the registered capital of the company and amending the articles of association was deliberated and adopted;
(2) Deliberated and passed the proposal on providing guarantee for wholly-owned subsidiaries to apply for comprehensive credit line from banks;
(3) The proposal on using some idle raised funds to temporarily supplement working capital was deliberated and adopted; (4) The proposal on adjusting the number and price of restricted shares granted under the 2020 restricted stock incentive plan was deliberated and adopted;
(5) Deliberated and passed the proposal on the company’s stock issuance plan (Revised Draft) to specific objects; (6) The proposal on convening the first extraordinary general meeting of shareholders in 2021 was deliberated and adopted.
4. On July 2, 2021, the 20th meeting of the third board of directors was held. All six directors attended the meeting. The meeting considered and adopted the following proposals:
(1) The proposal on not redeeming “St convertible bonds” in advance was deliberated and adopted.
5. On August 23, 2021, the 21st Meeting of the third board of directors was held. All six directors attended the meeting. The meeting considered and adopted the following proposals:
(1) Deliberated and passed the proposal on the company’s 2021 semi annual report and its summary;
(2) The proposal on the company’s special report on the deposit and actual use of raised funds in the half year of 2021 was reviewed and approved;
(3) Deliberated and passed the proposal on providing guarantee for wholly-owned subsidiaries to apply for comprehensive credit line from banks;
(4) The proposal on licensing, sublicense and pledge of patents by the company was reviewed and approved;
(5) The proposal on changes in accounting policies was deliberated and adopted.
6. On October 27, 2021, the 22nd Meeting of the third board of directors was held. All six directors attended the meeting. The meeting considered and adopted the following proposals:
(1) The proposal on the third quarter report of the company in 2021 was deliberated and passed;
(2) The proposal on applying to financial institutions for increasing comprehensive credit line was deliberated and adopted.
7. On December 10, 2021, the 23rd Meeting of the third board of directors was held. All six directors attended the meeting. The meeting considered and adopted the following proposals:
(1) The proposal on Abolishing Some restricted shares that have been granted but not yet vested was deliberated and adopted.
(III) implementation of resolutions of the general meeting of shareholders this year
In 2021, the board of directors will earnestly perform its functions, implement the resolutions of the general meeting of shareholders and improve the level of corporate governance. In this year, the company held three general meetings of shareholders, which are as follows:
1. On May 10, 2021, the 2020 annual general meeting of shareholders was held. A total of 9 shareholders attended the meeting, holding 69657726 shares, accounting for 442464% of the total shares of the company. Comply with the relevant provisions of the company law and the articles of association. The directors, supervisors and other senior managers of the company attended the meeting as nonvoting delegates. The meeting adopted the following proposals by combining on-site voting and online voting:
(1) The proposal on the 2020 work report of the board of directors of the company was deliberated and adopted;
(2) Deliberated and passed the proposal on the work report of the board of supervisors in 2020;
(3) Deliberated and passed the proposal on the company’s 2020 annual financial statement report;
(4) The proposal on the company’s 2021 annual financial budget report was deliberated and adopted;
(5) The proposal on the company’s 2020 annual report and its summary was deliberated and adopted;
(6) The proposal on the company’s profit distribution plan for 2020 was deliberated and passed;
(7) The proposal on renewing the appointment of Lixin Certified Public Accountants (special general partnership) as the company’s audit institution in 2021 was reviewed and approved;
(8) Deliberated and passed the proposal on applying for comprehensive credit line from financial institutions;
(9) The proposal on changing the registered capital of the company and amending the articles of association was deliberated and adopted;
(10) The proposal on Amending the rules of procedure of the general meeting of shareholders was deliberated and adopted;
(11) The proposal on Amending the rules of procedure of the board of directors was deliberated and adopted;
(12) The proposal on Revising the external guarantee management system was deliberated and adopted;
(13) The proposal on Amending the measures for the administration of connected transactions was considered and adopted;
(14) The proposal on Revising the measures for the administration of foreign investment and asset disposal was deliberated and adopted;
(15) The proposal on Revising the administrative measures for the use of raised funds was deliberated and adopted;
(16) Deliberated and passed the proposal on the company meeting the conditions for issuing shares to specific objects on the gem; (17) The proposal on the company’s stock issuance scheme to specific objects was deliberated and adopted one by one;
(18) The proposal on the company’s stock issuance plan to specific objects was deliberated and adopted;
(19) Deliberated and passed the proposal on the demonstration and analysis report of the company’s stock issuance scheme to specific objects;
(20) Deliberated and passed the proposal on the feasibility analysis report on the use of funds raised by the company issuing shares to specific objects;
(21) deliberated and passed the proposal on the report on the use of the previously raised funds;
(22) deliberated and passed the proposal on the filling measures for diluting the immediate return by issuing shares to specific objects and the commitments of relevant subjects;
(23) the proposal on requesting the general meeting of shareholders to authorize the board of directors to fully handle matters related to the company’s issuance of shares to specific objects was deliberated and adopted;
(24) the proposal on the company’s shareholder return plan for the next three years (20212023) was reviewed and approved;
(25) deliberated and passed the proposal on applying for comprehensive credit line from financial institutions;
2. On June 18, 2021, the first extraordinary general meeting of shareholders in 2021 was held. Three shareholders attended the meeting, holding 62320972 shares, accounting for 304500% of the total shares of the company. Comply with the relevant provisions of the company law and the articles of association. The directors, supervisors and other senior managers of the company attended the meeting as nonvoting delegates. The meeting adopted the following proposals by combining on-site voting and online voting:
(1) The proposal on changing the registered capital of the company and amending the articles of association was deliberated and adopted.
(IV) performance of special committees under the board of directors
The board of directors of the company has four special committees: Strategic Development Committee, salary and assessment committee, nomination committee and audit committee.
1. In 2021, member of the strategic development committee of the board of directors
