Securities code: Xuchang Ketop Testing Research Institute Co.Ltd(003008) securities abbreviation: Xuchang Ketop Testing Research Institute Co.Ltd(003008) Announcement No.: 2022014
Xuchang Ketop Testing Research Institute Co.Ltd(003008)
Announcement of resolutions of the 11th meeting of the second 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、 Convening of the board of directors
Xuchang Ketop Testing Research Institute Co.Ltd(003008) (hereinafter referred to as “the company”) the 11th meeting of the second board of directors was held on April 8, 2022 in the conference room of the company, No. 17, Shangde Road, Xuchang City, Henan Province, under the chairmanship of chairman Mr. Yao Zhiqing by means of on-site combined communication. The notice was sent to all directors by e-mail on March 25, 2022. Five directors should attend the meeting, five directors actually attended the meeting (MA Suoming and Tang Minqi attended the meeting by means of communication), the Secretary of the board of directors, the person in charge of finance, the director of the finance department, the representative of securities affairs, and Zhao Wei, the sponsor representative of the continuous supervision organization, attended the meeting as nonvoting delegates. The meeting was held in accordance with the relevant provisions of the company law and other laws and regulations and the articles of association, and was legal and effective.
2、 Deliberations of the board meeting
At this meeting, the following resolutions were considered and adopted by on-site combined with communication voting:
1. The proposal on Xuchang Ketop Testing Research Institute Co.Ltd(003008) 2021 annual work report of the board of directors was deliberated and adopted
Voting: 5 in favor, 0 against and 0 abstention.
Ma Suoming and Tang Minqi, 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.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
For details, please refer to www.cn.info.com.cn Report on the work of the board of directors in 2021 and report on the work of independent directors in 2021.
2. Deliberated and adopted the report on the work of general manager of Xuchang Ketop Testing Research Institute Co.Ltd(003008) 2021
Voting: 5 in favor, 0 against and 0 abstention.
3. The proposal on Xuchang Ketop Testing Research Institute Co.Ltd(003008) 2021 annual report and summary was deliberated and adopted
Voting: 5 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
Details are disclosed in securities times, Securities Daily, Shanghai Securities News, China Securities News and cninfo (www.cn. Info. Com. CN.) Abstract of annual report for 2021 (Announcement No.: 2022013) and disclosed on http://www.cn.info.com.cn Annual report 2021.
4. The proposal on Xuchang Ketop Testing Research Institute Co.Ltd(003008) 2021 annual internal control evaluation report was deliberated and adopted
Voting: 5 in favor, 0 against and 0 abstention.
Independent directors have expressed their independent opinions on this; Xiangcai Securities Co., Ltd. issued verification opinions on this; Daxin Certified Public Accountants (special general partnership) issued an assurance report on this.
For details, please refer to www.cn.info.com.cn Internal control evaluation report in 2021, independent opinions of independent directors on matters related to the 11th meeting of the second board of directors, verification opinions of Xiangcai Securities Co., Ltd. on Xuchang Ketop Testing Research Institute Co.Ltd(003008) internal control evaluation report in 2021, and Xuchang Ketop Testing Research Institute Co.Ltd(003008) internal control assurance report (dxxsz [2022] No. 2 Netac Technology Co.Ltd(300042) ).
5. The proposal on Xuchang Ketop Testing Research Institute Co.Ltd(003008) 2021 annual financial statement report was deliberated and adopted
Voting: 5 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
For details, please refer to www.cn.info.com.cn Financial final accounts report of 2021.
6. The proposal on Xuchang Ketop Testing Research Institute Co.Ltd(003008) 2022 annual financial budget report was deliberated and adopted
Voting: 5 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
For details, please refer to www.cn.info.com.cn Financial budget report for 2022.
Special note: the financial budget report for 2022 is the internal management control index of the company’s business plan for 2022, which does not represent the company’s profit forecast for 2022. Whether the budget index can be achieved depends on the comprehensive impact of macroeconomic operation, changes in market demand, industry development and operation management, and there are uncertainties. Please pay special attention to investors.
7. The proposal on the estimation of connected transactions in Xuchang Ketop Testing Research Institute Co.Ltd(003008) 2022 was considered and adopted
7.1 estimation of related party transactions with Xuchang Cape Electric Research Institute Co., Ltd. and power system protection and control magazine
Voting: Zhang Xiling, a related director, avoided voting, and 4 non related directors agreed, accounting for 100% of the total number of non related directors; No negative vote; There were no abstentions.
7.2 estimation of related party transactions with Xuchang Junyi Hotel Co., Ltd
Voting: 5 in favor, 0 against and 0 abstention.
The independent director has approved and agreed the matter in advance; Xiangcai Securities Co., Ltd. issued verification opinions on this.
Details are disclosed in securities times, Securities Daily, Shanghai Securities News, China Securities News and cninfo (www.cn. Info. Com. CN.) The announcement on the prediction of daily connected transactions in 2022 (Announcement No.: 2022019) is disclosed on cninfo.com (www.cn. Info. Com. CN.) Prior approval opinions of independent directors on matters related to the 11th meeting of the second board of directors, independent opinions of independent directors on matters related to the 11th meeting of the second board of directors, and verification opinions of Xiangcai Securities Co., Ltd. on the prediction of daily connected transactions in Xuchang Ketop Testing Research Institute Co.Ltd(003008) 2022.
8. The proposal on the company’s profit distribution plan for 2021 was reviewed and approved
The meeting agreed that the profit distribution plan for 2021 is: it is proposed to distribute a cash dividend of 5 yuan (including tax) for every 10 shares to all shareholders based on the total share capital of 8000000000 shares of the company, with a total cash dividend of 4000000000 yuan, and the remaining undistributed profits will be carried forward for annual distribution in the future; No bonus shares will be given and no capital reserve will be converted into share capital.
If the total share capital of the company changes from the date of disclosure of this profit distribution plan to the date of equity distribution and equity registration, the company plans to maintain the total amount of distribution unchanged and adjust the distribution proportion per share accordingly.
Voting: 5 in favor, 0 against and 0 abstention.
The independent directors of the company have expressed their independent opinions on the matter; This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
Details are disclosed in securities times, Securities Daily, Shanghai Securities News, China Securities News and cninfo (www.cn. Info. Com. CN.) Announcement on the annual profit distribution plan for 2021 (Announcement No.: 2022018) and disclosed on cninfo (www.cn. Info. Com. CN.) Independent opinions of independent directors on matters related to the 11th meeting of the second board of directors.
9. The proposal on the remuneration of directors and senior managers in 2021 was deliberated and adopted
9.1 remuneration of chairman Mr. Yao Zhiqing
Voting: Mr. Yao Zhiqing, a related director, avoided voting. Non affiliated directors have 4 votes, accounting for 100% of the total number of non affiliated directors; There were no objections and no abstentions.
9.2 remuneration of Ms. Li Yaping, director and general manager
Voting: Ms. Li Yaping, a related director, avoided voting. Non affiliated directors have 4 votes, accounting for 100% of the total number of non affiliated directors; There were no objections and no abstentions.
9.3 allowance for independent director Mr. Ma Suoming
Voting: Mr. Ma Suoming, a related director, avoided voting. Non affiliated directors have 4 votes, accounting for 100% of the total number of non affiliated directors; There were no objections and no abstentions.
9.4 allowance for Ms. Tang Minqi, an independent director
Voting: Ms. Tang Minqi, a related director, avoided voting. Non affiliated directors have 4 votes, accounting for 100% of the total number of non affiliated directors; There were no objections and no abstentions.
9.5 remuneration of Mr. Li Quanxi, deputy general manager
Voting: 5 in favor, 0 against and 0 abstention.
9.6 remuneration of Mr. Wang Wei, deputy general manager
Voting: 5 in favor, 0 against and 0 abstention.
9.7 remuneration of Mr. He Chun, deputy general manager
Voting: 5 in favor, 0 against and 0 abstention.
9.8 remuneration of Ms. Song Xia, deputy general manager
Voting: 5 in favor, 0 against and 0 abstention.
9.9 remuneration of Mr. Zhang Ran, deputy general manager and Secretary of the board of directors
Voting: 5 in favor, 0 against and 0 abstention.
9.10 remuneration of Mr. Li Guodong, financial director
Voting: 5 in favor, 0 against and 0 abstention.
Director Zhang Xiling did not receive remuneration from the company.
The independent directors of the company have expressed their independent opinions on the matter; The part of this proposal involving directors’ remuneration / allowance needs to be submitted to the general meeting of shareholders of the company for deliberation.
For details, please refer to www.cn.info.com.cn Independent opinions of independent directors on matters related to the 11th meeting of the second board of directors.
10. The proposal on the special report on the deposit and actual use of raised funds in 2021 was considered and adopted
Voting: 5 in favor, 0 against and 0 abstention.
The independent directors of the company have expressed their independent opinions on the matter; Daxin Certified Public Accountants (special general partnership) issued an audit report on the matter; Xiangcai Securities Co., Ltd. issued verification opinions on this. This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
Details are disclosed in securities times, Securities Daily, Shanghai Securities News, China Securities News and cninfo (www.cn. Info. Com. CN.) Special report on the deposit and actual use of raised funds in 2021 (Announcement No. 2022017) and disclosed on cninfo.com (www.cn. Info. Com. CN.) Independent opinions of independent directors on matters related to the 11th meeting of the second board of directors, audit report on the deposit and actual use of Xuchang Ketop Testing Research Institute Co.Ltd(003008) raised funds (dxzsz [2022] No. 2 Hubei Huitian New Materials Co.Ltd(300041) ), special report of Xiangcai Securities Co., Ltd. on the deposit and actual use of Xuchang Ketop Testing Research Institute Co.Ltd(003008) raised funds in 2021.
11. The proposal on convening Xuchang Ketop Testing Research Institute Co.Ltd(003008) 2021 annual general meeting of shareholders was deliberated and adopted
Voting: 5 in favor, 0 against and 0 abstention.
Details are disclosed in securities times, Securities Daily, Shanghai Securities News, China Securities News and cninfo (www.cn. Info. Com. CN.) Notice on convening the 2021 annual general meeting of shareholders of the company (Announcement No. 2022015).
3、 Documents for future reference
1. Resolutions of the 11th meeting of the second board of directors;
2. Prior approval opinions of independent directors on matters related to the 11th meeting of the second board of directors;
3. Independent opinions of independent directors on matters related to the 11th meeting of the second board of directors;
4. Xuchang Ketop Testing Research Institute Co.Ltd(003008) internal control assurance report (dxzsz [2022] No. 2 Netac Technology Co.Ltd(300042) );
5. Xuchang Ketop Testing Research Institute Co.Ltd(003008) raised funds deposit and actual use audit report (dxtsz [2022] No. 2 Hubei Huitian New Materials Co.Ltd(300041) );
6. Special report of Xiangcai Securities Co., Ltd. on the deposit and actual use of raised funds in Xuchang Ketop Testing Research Institute Co.Ltd(003008) 2021;
7. Verification opinions of Xiangcai Securities Co., Ltd. on the internal control evaluation report of Xuchang Ketop Testing Research Institute Co.Ltd(003008) 2021;
8. Verification opinions of Xiangcai Securities Co., Ltd. on the prediction of daily connected transactions in Xuchang Ketop Testing Research Institute Co.Ltd(003008) 2022.
It is hereby announced.
Xuchang Ketop Testing Research Institute Co.Ltd(003008) board of directors
April 8, 2022
