Securities code: Suzhou Anjie Technology Co.Ltd(002635) securities abbreviation: Suzhou Anjie Technology Co.Ltd(002635) Announcement No.: 2022021 Suzhou Anjie Technology Co.Ltd(002635)
Announcement of the resolution of the 36th meeting of the Fourth 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
Suzhou Anjie Technology Co.Ltd(002635) (hereinafter referred to as ” Suzhou Anjie Technology Co.Ltd(002635) ” or “the company”) the notice of the 36th meeting of the Fourth Board of directors was issued on March 27, 2022, and was held by on-site and communication voting on April 6, 2022. Nine directors should be present, and nine actually. The supervisors and senior managers of the company shall attend the meeting as nonvoting delegates, which shall comply with the provisions of the company law and the articles of association. The meeting was presided over by Chairman Wang Chunsheng. 2、 Deliberations of the board meeting
After careful deliberation, the directors present at the meeting passed the following proposals:
(I) deliberated and passed the proposal on the work report of the board of directors in 2021
See Section III “management discussion and analysis” and Section IV “corporate governance” of the company’s 2021 annual report for details of the work report of the board of directors in 2021.
Ding Shenping, Li Guohao and Zhang Wei, the current 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 annual general meeting of shareholders in 2021. For details, please refer to cninfo.com, the designated information disclosure media of the company（ http://www.cn.info.com.cn. ）。
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting results: 9 in favor, 0 against and 0 abstention.
(II) deliberated and passed the proposal on the company’s 2021 general manager’s work report
During 2021, the general manager and management of the company well implemented the resolutions of the board of directors and the general meeting of shareholders. After deliberation, the board of directors of the company agreed that the work report of the general manager in 2021 objectively and truly summarized the work of the general manager in 2021.
Voting results: 9 in favor, 0 against and 0 abstention.
(III) deliberated and passed the proposal on the company’s 2021 annual financial statement report
See cninfo.com, the information disclosure media designated by the company, for details of the 2021 annual financial statement report（ http://www.cn.info.com.cn. ）。
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting results: 9 in favor, 0 against and 0 abstention
(IV) deliberated and passed the proposal on the company’s 2021 annual report and its summary
For details of the company’s 2021 annual report, please refer to cninfo.com, the information disclosure media designated by the company（ http://www.cn.info.com.cn. ）。
For details of the company’s 2021 annual report summary, please refer to the company’s designated information disclosure media cninfo.com（ http://www.cn.info.com.cn. ）Securities times.
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting results: 9 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 notary Tianye Certified Public Accountants (special general partnership), the net profit attributable to the shareholders of the listed company in 2021 was 19910143285 yuan, the net profit of the parent company in 2021 was 2102663667 yuan, the distributable profit of the company in 2021 was 17919128957 yuan, and the distributable profit of the parent company in 2021 was 18923973003 yuan.
Based on the above situation, the company plans to make the profit distribution plan for 2021 as follows: the company plans to distribute cash dividends of RMB 2 (including tax) for every 10 shares to all shareholders based on the total share capital on the equity registration date when the distribution plan is implemented in the future, without bonus shares and capital reserve transferred to share capital. The remaining undistributed profits are carried forward for annual distribution in the future. Calculated based on the current total share capital of 683244203 shares, the company plans to distribute a total of 1366488406 yuan. If the total share capital of the company changes due to share repurchase, equity incentive exercise, convertible bonds to shares, refinancing and listing of new shares before the implementation of the distribution plan, the distribution shall be carried out according to the principle of taking the changed share capital as the base and keeping the above distribution proportion unchanged. In case of subsequent changes in the total share capital, the specific adjustment will be announced separately. According to the detailed rules for the implementation of share repurchase by listed companies of Shenzhen Stock Exchange: “chapter I General Provisions Article 7 If a listed company repurchases shares by means of cash consideration, offer and centralized bidding, the amount of shares repurchased in the current year shall be regarded as the amount of cash dividends and included in the relevant proportion of cash dividends in the current year”. The amount of 25099124533 yuan of shares repurchased by the company in 2021 is regarded as cash dividend and included in the total cash dividend of the company in 2021. Therefore, the total cash dividend of the company in 2021 is 38764008593 yuan.
The profit distribution plan for 2021 is in line with the profit distribution policy, profit distribution plan, long-term return plan of shareholders and relevant commitments made by the company. It is made based on the actual situation of the company. It is put forward on the premise of ensuring the normal operation, project construction and long-term development of the company and fully considering the reasonable demands and investment return of all investors, The implementation of the profit distribution plan in 2021 will not cause the company’s shortage of working capital or other adverse effects. The profit distribution plan complies with the relevant provisions of the company law, accounting standards for business enterprises, the notice on further implementing the matters related to cash dividends of listed companies, the regulatory guidelines for listed companies No. 3 – cash dividends of listed companies, the articles of association and the shareholder return plan for the next three years (20202022), and is legal, compliant and reasonable.
Before the disclosure of the plan, the company strictly controlled the scope of insiders and fulfilled the obligation of confidentiality and prohibition of insider trading to relevant insiders.
For details of the announcement of profit distribution plan in 2021, please refer to cninfo.com, the designated information disclosure media of the company（ http://www.cn.info.com.cn. ）Securities times.
The board of independent directors and supervisors of cninfo.com have expressed their opinions on the company’s independent information disclosure proposal. For details, please refer to cninfo.com and the independent board of directors’ opinions（ http://www.cn.info.com.cn. ）。
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting results: 9 in favor, 0 against and 0 abstention.
(VI) deliberated and passed the proposal on the company’s self-evaluation report on internal control in 2021 and the self inspection implementation form of internal control rules in 2021
See the self-evaluation report of internal control in 2021 and the self inspection implementation form of internal control rules in 2021 on cninfo.com, the designated information disclosure media of the company（ http://www.cn.info.com.cn. ）。
The board of supervisors, independent directors and the recommendation institution of the company respectively issued verification opinions on the self-evaluation report of the company’s internal control in 2021 and the self-examination implementation form of the company’s internal control rules in 2021. For details, see cninfo.com, the designated information disclosure media of the company（ http://www.cn.info.com.cn. ）。
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting results: 9 in favor, 0 against and 0 abstention.
(VII) deliberated and passed the proposal on the company’s special report on the deposit and actual use of raised funds in 2021
The special report on the deposit and actual use of raised funds in 2021 is detailed in cninfo.com, the designated information disclosure media of the company（ http://www.cn.info.com.cn. ）。
The board of supervisors, independent directors, sponsors and independent financial advisers of the company issued verification opinions on the special report on the deposit and actual use of raised funds in 2021, and the accounting firm issued an assurance report on the annual deposit and use of raised funds in 2021. See cninfo.com, the designated information disclosure media of the company for details（ http://www.cn.info.com.cn. ）。
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting results: 9 in favor, 0 against and 0 abstention.
(VIII) deliberated and passed the proposal on 2021 Social Responsibility Report
For details of 2021 social responsibility report, please refer to cninfo.com, the information disclosure media designated by the company（ http://www.cn.info.com.cn. ）。
Voting results: 9 in favor, 0 against and 0 abstention.
(IX) the proposal on the remuneration of the company’s directors, supervisors and senior managers in 2021 was deliberated and passed. According to the company’s measures for the management of performance appraisal and remuneration incentives for directors, supervisors and senior managers, and based on the company’s operating conditions and personal performance, the company’s remuneration and assessment committee calculated the remuneration of the company’s directors, supervisors and senior managers in 2021, paying a total of 103056 million yuan.
The independent directors and the board of supervisors issued verification opinions on the remuneration of directors, supervisors and senior managers in 2021. For details, please refer to cninfo.com, the designated information disclosure media of the company（ http://www.cn.info.com.cn. ）。
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting results: 9 in favor, 0 against and 0 abstention.
(x) the proposal on changing the registered capital, business scope and amending the articles of association was deliberated and passed. In order to better meet the needs of the company’s business development and in combination with the company’s development strategy, the company plans to improve its business scope and add “non residential real estate leasing; property management; enterprise management consulting; information technology consulting services”. The revised business scope of the company shall finally be subject to the contents approved and registered by the market supervision and administration department. On December 3, 2021, the company completed the procedures for repurchase and cancellation of 3928471 shares in Shenzhen Branch of China Securities Depository and Clearing Corporation Limited. After the cancellation of the repurchased shares, the total share capital of the company was changed from 687172674 shares to 683244203 shares, and the registered capital of the company was changed from 687172674 yuan to 683244203 yuan.
In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the guidelines for the governance of listed companies, the guidelines for the articles of association of listed companies and other relevant laws and regulations, and in combination with the actual operation and development of the company, it is proposed to amend the relevant provisions of the articles of association as follows:
Serial No. articles of the original articles of association revised articles of Association
Article 6 the registered capital of the company is RMB 687172674. RMB 683244203.
Article 13 after being registered according to law, the business scope of the company: packaging, decoration and printing;
Article 13 after being registered according to law, the of the company shall be printed by other printed materials. Production and sales: electricity
Business scope: packaging and decoration printing; Sub insulating materials, glass and plastic protection
Other printed matter printing. Production and sales: electric cover sector, touch cover sector and electronic products
Assembly of sub insulating materials, glass and plastic protective accessories; Sales: electronic parts
Cover sector, touch cover sector, electronic products, industrial tape and plastic products; Mold manufacturing; Assembly of accessories; Sales: Sales of electronic spare parts and molds; Plastic products manufacturing; self-support
Industrial tape, plastic products; Mold manufacturing; And acting for the import and export of various commodities and technologies
2. Mold sales; Plastic products manufacturing; Self operated business (restricted or prohibited by the state)
And acting as an agent for the import and export of various commodities and technologies (excluding imported and exported commodities and technologies); Road business (the state restricts enterprises to operate or prohibits the transportation of ordinary goods. (except for the import and export of goods and technologies subject to approval according to law); Road projects can only be started after being approved by relevant departments
General cargo transportation. (business activities subject to approval according to law) general items: non residential
For the project, the real estate lease can be opened only after the approval of relevant departments; estate management; Enterprise management
Consulting on business activities; Information technology consulting services (except
Except for the items subject to approval according to law, the business license shall be issued
License to independently carry out business activities according to law)
Article 19 the total number of shares of the company is 687,1
