Securities code: Chengdu Jafaantai Education Technology Co.Ltd(300559) securities abbreviation: Chengdu Jafaantai Education Technology Co.Ltd(300559) Announcement No.: 2022010 Chengdu Jafaantai Education Technology Co.Ltd(300559)
Announcement on the resolution of the 15th 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
1. Chengdu Jafaantai Education Technology Co.Ltd(300559) (hereinafter referred to as “the company”) the notice of the 15th meeting of the third board of directors (hereinafter referred to as “the meeting of the board of directors”) was sent by email and telephone on March 29, 2022.
2. The meeting of the board of directors was held in the company’s conference room on April 8, 2022 by on-site combined with communication voting.
3. There are 7 directors who should attend the board meeting and 7 directors who actually attended the meeting, including independent directors Ren Shu, Duan hancong and Zhou Xiongjun, who participated in the meeting by means of communication voting. The meeting was presided over by Mr. Yuan Bin, chairman of the board of directors, and the supervisors and senior managers of the company attended the meeting as nonvoting delegates.
4. The convening and voting procedures of the board meeting comply with the provisions of the company law and other laws and regulations and the articles of association.
2、 Deliberations of the board meeting
1. Review and approve the 2021 annual general manager’s work report;
Voting results: 7 in favor, 0 against and 0 abstention.
2. Review and adopt the work report of the board of directors in 2021;
See the work report of the board of directors in 2021 published on cninfo.com on April 11, 2022 for details（ http://www.cn.info.com.cn. ）Relevant announcements.
Ms. Ren Shu, Mr. Duan hancong and Mr. Zhou Xiongjun, the independent directors of the company, respectively submitted the report on the work of independent directors in 2021 and will report on their work at the 2021 annual general meeting of shareholders. See the report of independent directors in 2021 published on cninfo.com on April 11, 2022 for details（ http://www.cn.info.com.cn. ）Relevant announcements.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
3. Review and adopt the financial final accounts report of 2021;
For details of the company’s 2021 financial statement, please refer to the company’s April 11, 2022 publication on cninfo.com（ http://www.cn.info.com.cn. ）Relevant announcements.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
4. Review and approve the profit distribution plan for 2021;
On the premise of conforming to the principle of profit distribution and ensuring the normal operation and long-term development of the company, in order to better take into account the interests of shareholders, according to the relevant provisions of the company law and the articles of association, the company’s profit distribution plan for 2021 is to distribute a cash dividend of 1 yuan (including tax) for every 10 shares to all shareholders based on the 390645883 shares of the company’s existing total share capital of 399514567 shares after deducting 886868684 shares repurchased by the company.
If the total share capital of the company changes before the implementation of the distribution plan, the company will adjust the total distribution according to the principle that the amount of cash dividends distributed per share remains unchanged.
The company’s profit distribution plan for 2021 is published on cninfo.com on April 11, 2022（ http://www.cn.info.com.cn. ）Relevant announcements.
The independent directors and the board of supervisors of the company have expressed their consent to the proposal. For details, please refer to the company’s publication on cninfo.com on April 11, 2022（ http://www.cn.info.com.cn. ）Relevant announcements.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
5. To consider and adopt the 2021 annual report and its summary;
The board of Directors believes that the annual report for 2021 and its abstract truly reflect the real situation of the company during the reporting period, there are no false records, misleading statements or major omissions, and the information disclosed is true, accurate and complete.
The full text and summary of the company’s 2021 annual report are detailed in the company’s April 11, 2022 publication on cninfo.com（ http://www.cn.info.com.cn. ）Relevant announcements. The suggestive announcement on the disclosure of 2021 annual report was also published in the securities times, China Securities News and Shanghai Securities News.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
6. To consider and adopt the report on self-evaluation of internal control in 2021;
The board of directors of the company believes that the company has maintained effective internal control in all major aspects in 2021. For details of the company’s 2021 internal control self-evaluation report, please refer to the company’s April 11, 2022 publication on cninfo.com（ http://www.cn.info.com.cn. ）Relevant announcements.
The independent directors of the company gave their independent opinions on the self-evaluation report on internal control in 2021, and the board of supervisors gave their verification opinions on the self-evaluation report on internal control in 2021. See the details published on cninfo.com on April 11, 2022（ http://www.cn.info.com.cn. ）Relevant announcements of
Voting results: 7 in favor, 0 against and 0 abstention.
7. Review and approve the special report on the deposit and use of raised funds in 2021; The deposit and use of the company’s raised funds in 2021 comply with the relevant regulations and requirements of China Securities Regulatory Commission and Shenzhen Stock Exchange. The deposit and use of the raised funds do not conflict with the implementation plan of the raised funds project, affect the normal progress of the raised funds project, and there is no change or disguised change in the investment direction of the raised funds and damage to the interests of shareholders.
The independent directors of the company gave their independent opinions on the proposal, the board of supervisors of the company gave their audit opinions on the proposal, the company’s sponsor Xinda Securities Co., Ltd. issued relevant verification opinions, and Daxin Certified Public Accountants (special general partnership) issued an assurance report. For details, the company published on cninfo.com on April 11, 2022（ http://www.cn.info.com.cn. ）Relevant announcements.
Voting results: 7 in favor, 0 against and 0 abstention.
8. Deliberated and passed the proposal on Directors’ remuneration in 2021;
For the remuneration of directors in 2021, please refer to subsection 3 “remuneration of directors, supervisors and senior managers” in part VII of “section IV corporate governance” of the company’s annual report 2021.
The independent directors of the company expressed their independent opinions on the proposal. For details, see the company’s April 11, 2022 publication on cninfo.com（ http://www.cn.info.com.cn. ）Relevant announcements.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
9. Deliberated and adopted the proposal on the remuneration of senior managers in 2021;
For the remuneration of senior managers in 2021, please refer to subsection 3 “remuneration of directors, supervisors and senior managers” in part VII of “section IV corporate governance” of the company’s 2020 annual report.
The independent directors of the company expressed their independent opinions on the proposal. For details, please refer to the company’s April 11, 2022 publication on cninfo.com（ http://www.cn.info.com.cn. ）Relevant announcements.
Voting results: 7 in favor, 0 against and 0 abstention.
10. Proposal on by election of members of the remuneration and assessment committee of the third board of directors
After the nomination of the chairman of the company and the qualification examination of the nomination committee of the board of directors, the board of directors agreed to by elect Ren Shu, an independent director of the company, as a member of the remuneration and assessment committee of the third board of directors of the company, with a term of office from the date of approval of the election of the board of directors to the date of expiration of the third board of directors of the company.
See the details published on cninfo.com on April 11, 2022（ http://www.cn.info.com.cn. ）Announcement on by election of members of the remuneration and assessment committee of the third board of directors.
Voting results: 7 in favor, 0 against and 0 abstention.
11. Deliberated and adopted the proposal on using idle self owned funds for entrusted financial management; In order to improve the use efficiency of the company’s own funds and make rational use of the funds to obtain better investment returns, it is agreed to use the temporarily idle own funds of no more than 60 million yuan (including this amount) without affecting the normal operation of the company. It is proposed to purchase investment products or financial products of banks, securities and other financial institutions with an investment period of no more than 12 months, which have high safety, good liquidity and do not affect the normal operation of the company. The above amount of entrusted financial management can be used on a rolling basis within 12 months from the date of deliberation and approval by the general meeting of shareholders of the company.
The chairman is authorized to exercise the investment decision-making power, and the financial person in charge is responsible for handling relevant matters.
See the details published on cninfo.com on April 11, 2022（ http://www.cn.info.com.cn. ）Announcement on using idle self owned funds for entrusted financial management.
The independent directors of the company gave their independent opinions on the proposal, and the board of supervisors of the company gave their audit opinions on the proposal. See the details published on cninfo.com on April 11, 2022（ http://www.cn.info.com.cn. ）Relevant announcements.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
12. Deliberating and adopting Chengdu Jafaantai Education Technology Co.Ltd(300559) entrusted financial management system;
See the details published on cninfo.com on April 11, 2022（ http://www.cn.info.com.cn. ）Management system of Chengdu Jafaantai Education Technology Co.Ltd(300559) entrusted financial management.
Voting results: 7 in favor, 0 against and 0 abstention.
13. Deliberated and passed the proposal on the prediction of the company’s daily connected transactions in 2022; According to the needs of the company’s business development and daily operation, the company and its holding subsidiaries are expected to have daily connected transactions with the related party Shenzhen ruiqu Information Technology Co., Ltd. (hereinafter referred to as “ruiqu information”) in 2022, with an accumulated amount of no more than 15 million yuan (including tax), including the purchase of ruiqu information recording and broadcasting host, camera, recording and broadcasting software, platform software and other products, as well as the sale of products to ruiqu information. The above related party transactions are necessary for the normal operation and production of the company and are conducive to the normal development of the company’s business. The transaction price follows the principles of equality, voluntariness, mutual benefit, fairness and fairness, and there is no situation that damages the interests of the company and its shareholders. The main business of the company will not rely on or be controlled by related parties due to such transactions, and will not affect the independence of the company. See the details published on cninfo.com on April 11, 2022（ http://www.cn.info.com.cn. ）Announcement on the prediction of the company’s daily connected transactions in 2022.
The independent directors of the company expressed their prior approval opinions and agreed independent opinions on the proposal. See the details published on cninfo.com on April 11, 2022（ http://www.cn.info.com.cn. ）Relevant announcements.
Voting results: 7 in favor, 0 against and 0 abstention.
14. Deliberated and adopted the proposal on convening the 2021 annual general meeting of shareholders;
The board of directors decided to hold the 2021 annual general meeting of shareholders of the company on May 6, 2022. See the notice on convening the 2021 annual general meeting of shareholders of the company published on cninfo.com on April 11, 2022 for details（ http://www.cn.info.com.cn. ）Relevant announcements. The voting result is: 7 in favor, 0 against and 0 abstention.
3、 Documents for future reference
1. Resolution of the 15th meeting of the third board of directors of the company;
2. Prior approval opinions and independent opinions of independent directors on matters related to the 15th meeting of the third board of directors of the company.
It is hereby announced
Chengdu Jafaantai Education Technology Co.Ltd(300559) board of directors
April 11, 2022
