Securities code: Si-Tech Information Technology Co.Ltd(300608) securities abbreviation: Si-Tech Information Technology Co.Ltd(300608) Announcement No.: 2022022 bond Code: 123054 bond abbreviation: site convertible bond
Si-Tech Information Technology Co.Ltd(300608)
Announcement of resolutions of the 22nd Meeting of the third 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
Si-Tech Information Technology Co.Ltd(300608) (hereinafter referred to as “the company”) the 22nd Meeting of the third session of the board of supervisors was held in the company’s conference room on April 6, 2022 by means of a combination of on-site voting and communication voting. The meeting has been notified to all supervisors by telephone and e-mail on March 25, 2022. The meeting was presided over by Mr. Sun Yongsheng, chairman of the board of supervisors of the company. 5 supervisors should attend the meeting and 5 actually attended the meeting. 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、 Deliberation at the meeting of the board of supervisors
(I) the proposal on the work report of the board of supervisors in 2021 was deliberated and adopted
After deliberation by the supervisors present at the meeting, the work report of the board of supervisors in 2021 was approved.
For details, please refer to cninfo (www.cn. Info. Com. CN.) Disclosed the work report of the board of supervisors in 2021.
This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
The voting result was: 5 in favor, 0 against and 0 abstention
(II) the proposal on the company’s 2021 annual financial statement report was deliberated and adopted
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: 5 in favor, 0 against and 0 abstention
(III) the proposal on the company’s 2022 annual financial budget report was deliberated and adopted
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: 5 in favor, 0 against and 0 abstention
(IV) the proposal on the company’s 2021 annual report and its summary was deliberated and adopted
After review, the board of supervisors believes that the procedures for the preparation and review of the company’s 2021 annual report and its abstract by the board of directors comply with relevant laws, administrative regulations and the provisions of the CSRC. The contents of the report truly, accurately and completely reflect the actual situation of the company’s operation in 2021, and there are no false records, misleading statements or major omissions.
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: 5 in favor, 0 against and 0 abstention
(V) the proposal on the company’s profit distribution plan for 2021 was deliberated and passed
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. 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: 5 in favor, 0 against and 0 abstention
(VI) the proposal on the company’s special report on the deposit and actual use of raised funds in 2021 was reviewed and approved
After deliberation by the supervisors attending the meeting, the special report on the deposit and actual use of raised funds in 2021 was agreed.
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: 5 in favor, 0 against and 0 abstention
(VII) the proposal on the company’s self-evaluation report on internal control in 2021 was deliberated and adopted. According to the provisions of the guidelines for self discipline supervision of listed companies on Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, after deliberation by the attending supervisors, 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 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: 5 in favor, 0 against and 0 abstention
(VIII) the proposal on renewing the appointment of Lixin Certified Public Accountants (special general partnership) as the company’s audit institution in 2022 was deliberated and adopted
In accordance with the relevant provisions of the guidelines for self regulation and supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on 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, the company plans to renew the appointment of Lixin Certified Public Accountants (special general partnership) as the company’s audit institution in 2022 for a period of one year, which will take effect from the date of deliberation and approval by the general meeting of shareholders. The relevant audit fees shall be determined through consultation with Lixin Certified Public Accountants (special general partnership) according to relevant national regulations, the company’s specific audit requirements and audit scope.
Announcement on renewing the appointment of accounting firms in 2022.
This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
The voting result was: 5 in favor, 0 against and 0 abstention
(IX) the proposal on the prediction of the company’s daily connected transactions in 2022 was deliberated and adopted
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 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.
The voting result was: 5 in favor, 0 against and 0 abstention
(x) the proposal on applying for comprehensive credit line from financial institutions was deliberated and adopted
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.
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: 5 in favor, 0 against and 0 abstention
（11） The proposal on early election of the board of supervisors and nomination of candidates for non employee representative supervisors of the Fourth Board of supervisors was deliberated 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 review by the board of supervisors, it is proposed to nominate Mr. Sun Yongsheng, Mr. Lian Hui and Mr. Zhang Jian as candidates for non employee representative supervisors of the Fourth Board of supervisors of the company.
The above non employee representative supervisor candidates will form the Fourth Board of supervisors of the company together with the two employee representative supervisors elected by the employee congress of the company. The term of office is three years from the date of deliberation and approval by the general meeting of shareholders of the company. Before the new supervisor takes office, the original supervisor will continue to faithfully and diligently perform the obligations and responsibilities of the supervisor in accordance with laws, regulations, the articles of association and other relevant provisions.
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. This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
For details, please refer to cninfo (www.cn. Info. Com. CN.) Announcement on the general election of the board of supervisors.
The voting result was: 5 in favor, 0 against and 0 abstention
（12） The proposal on changing the registered capital of the company and amending the articles of association was deliberated and adopted. With the approval of CSRC zjxk [2020] No. 590, 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. As of March 25, 2022, “St convertible bonds” has converted 5038771 shares of the company. Meanwhile, the company completed the cancellation of 222176 repurchased shares on March 25, 2022, and the total share capital of the company was changed to 20966988 shares. Therefore, the registered capital is proposed to be changed from RMB 204883093 to RMB 20969688, and the articles of association should be revised accordingly.
For details, please refer to cninfo (www.cn. Info. Com. CN.) The announcement on changing the registered capital of the company and amending the articles of association and the articles of Association disclosed.
（13） The proposal on using some idle raised funds to temporarily supplement working capital was deliberated and adopted
After review, the board of supervisors believes that the company’s proposed use of some idle raised funds to temporarily supplement working capital has fulfilled the necessary decision-making procedures and complies with the relevant provisions of relevant laws, regulations and normative documents, which is conducive to improving the use efficiency of raised funds, reducing financial costs, optimizing financial structure, meeting the company’s working capital needs, and will not affect the normal implementation of the construction of investment projects with raised funds, There is no situation of changing the investment direction of the raised funds in a disguised form and damaging the interests of shareholders.
Therefore, the board of supervisors agrees that the company plans to use the idle raised funds of no more than RMB 100 million to temporarily supplement the working capital for the production and operation related to the company’s main business. The service life shall not exceed 12 months from the date of deliberation and approval by the board of directors, and will be returned to the special account for raised funds before the expiration date.
The recommendation institution issued verification opinions. For details, please refer to cninfo (www.cn. Info. Com. CN.) Announcement on temporarily replenishing working capital with some idle raised funds disclosed.
3、 Documents for future reference
Resolution of the 22nd Meeting of the third board of supervisors of the company.
It is hereby announced.
Si-Tech Information Technology Co.Ltd(300608) board of supervisors April 8, 2022
