Securities code: 301182 securities abbreviation: Kaiwang technology Announcement No.: 2022014
Henan Kaiwang Electronic Technology Co., Ltd
Announcement of resolutions of the 14th 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、 Meetings of the board of directors
The 14th meeting of the second board of directors of Henan Kaiwang Electronic Technology Co., Ltd. (hereinafter referred to as "the company") was held on April 11, 2022 in the conference room on the fourth floor of the company's science and technology building by on-site and communication. The notice of the meeting was sent to all directors by mail, telephone and other means on March 31, 2022. The meeting was presided over by Mr. Chen Haigang, chairman of the company. There were 7 directors who should attend the meeting and 7 actually attended the meeting. Some supervisors and senior managers of the company attended the meeting as nonvoting delegates. The convening and convening of this meeting comply with the company law of the people's Republic of China and other laws, regulations, normative documents and the relevant provisions of the articles of association, and the resolutions of the meeting are legal and effective.
2、 Deliberations of the board meeting
After careful deliberation by the attending directors, the following resolutions are formed:
1. The proposal on the work report of the board of directors of the company in 2021 was deliberated and adopted
The board of directors of the company prepared the work report of the board of directors in 2021 as required. 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. For details, please refer to the relevant announcements disclosed by the company in the designated newspapers and on cninfo.com.
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
2. The proposal on the work report of the general manager of the company in 2021 was deliberated and adopted
The board of directors of the company reviewed the 2021 general manager's work report submitted by the general manager of the company. It is believed that in 2021, the management of the company completed the established work in accordance with the requirements of the board of directors and business ideas, and effectively implemented the resolutions of the board of directors and the general meeting of shareholders.
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
3. The proposal on the renewal of the company's external audit institution in 2022 was deliberated and adopted
The board of directors of the company agreed to renew the appointment of Zhongqin Wanxin Certified Public Accountants (special general partnership) as the company's external auditor in 2022 for a period of one year, and requested the general meeting of shareholders to authorize the company's management to negotiate with Zhongqin Wanxin Certified Public Accountants (special general partnership) to determine relevant audit fees according to the specific audit requirements and audit scope of the company and its subsidiaries.
Independent directors approved the above matters in advance and expressed independent opinions.
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
4. The proposal on 2021 annual audit report was deliberated and adopted
In 2021, the audit institution of the company Zhongqin Wanxin Certified Public Accountants (special general partnership) issued the standard unqualified audit report of Henan Kaiwang Electronic Technology Co., Ltd. (Qinxin Shenzi [2022] No. 0895). For details, please refer to the relevant announcements disclosed by the company in the designated newspapers and on cninfo.com.
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
5. The proposal on the company's 2021 annual financial statement report was deliberated and adopted
The board of directors deliberated and approved the report on the company's financial final accounts in 2021. The board of directors considered that the final accounts report objectively, truly and accurately reflected the company's financial situation, operating results and cash flow in 2021.
For details, please refer to the relevant announcements disclosed by the company in the designated newspapers and on cninfo.com.
Voting result: 7 affirmative votes; No negative vote; 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
6. The proposal on the company's profit distribution plan for 2021 was reviewed and approved
The board of directors of the company reviewed the proposal on the company's profit distribution plan for 2021 and issued the following review opinions:
It is agreed that the company's profit distribution plan for 2021 is: Based on the total amount on the equity registration date when the company implements the profit distribution plan
Taking the share capital as the base, cash dividends of RMB 3 (including tax) are distributed to all shareholders for every 10 shares, which is temporarily as of 2021
Based on the total share capital of 95821700 shares as of December 31, 2013, a total of 28746510 yuan of cash dividends were distributed without bonus shares or capital increase.
The independent directors of the company have expressed independent opinions on this matter.
For details, please refer to the relevant announcements disclosed by the company in the designated newspapers and on cninfo.com.
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.
7. The proposal on the company's 2021 annual report and its summary was deliberated and adopted
The company has completed the preparation of the annual report for 2021 in strict accordance with the provisions of the securities law and the Listing Rules of GEM stocks of Shenzhen Stock Exchange, and in combination with its own actual situation. The report truthfully, accurately and completely reflects the actual operation of the company in 2021, and there are no false records, misleading statements or major omissions.
For details, please refer to the relevant announcements disclosed by the company in the designated newspapers and on cninfo.com.
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
8. The proposal on the self-evaluation report of the company's internal control in 2021 was deliberated and adopted
The board of directors deliberated and approved the proposal on the self-evaluation report of the company's internal control in 2021. The board of Directors believes that the self-evaluation report of the internal control comprehensively, objectively and truly reflects the actual situation of the company's internal control. The company has established a relatively perfect internal control system and can be effectively implemented.
For details, please refer to the relevant announcements disclosed by the company in the designated newspapers and on cninfo.com.
The independent directors of the company have expressed independent opinions on this matter.
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
9. The proposal on the special report on the deposit and use of the company's raised funds in 2021 was deliberated and adopted. The company deposited and used the raised funds in strict accordance with the company law, the securities law, the guidelines for self discipline supervision of listed companies on Shenzhen Stock Exchange No. 2 - standardized operation of Companies listed on GEM and other relevant provisions and requirements, and there was no illegal deposit and use of the raised funds, There is also 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 have expressed independent opinions on this matter. The sponsor Central China Securities Co.Ltd(601375) issued the verification opinion and Zhongqin Wanxin Certified Public Accountants (special general partnership) issued the assurance report.
For details, please refer to the relevant announcements disclosed by the company in the designated newspapers and on cninfo.com.
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
10. The proposal on Amending the rules of procedure of the general meeting of shareholders was deliberated and adopted
For details, please refer to the relevant announcements disclosed by the company in the designated newspapers and on cninfo.com.
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
11. The proposal on the company and its subsidiaries applying to the bank for comprehensive credit in 2022 was reviewed and approved
The board of directors deliberated and approved the proposal on the company and its subsidiaries applying for comprehensive credit from banks in 2022, agreed that the company and its holding subsidiaries applied for comprehensive credit lines (including applied but not yet expired comprehensive credit lines) of no more than RMB 1.5 billion (including RMB 1.5 billion) from banks and other financial institutions, and authorized the chairman of the company to determine specific banks and credit conditions and sign credit documents. The validity period of this authorization is from the date of deliberation and approval of the company's 2021 annual general meeting to the date of holding the 2022 annual general meeting.
The independent directors of the company have expressed independent opinions on this matter.
For details, please refer to the relevant announcements disclosed by the company in the designated newspapers and on cninfo.com.
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
12. The proposal on the company's expected guarantee amount in 2022 was deliberated and passed
In order to ensure the successful completion of the comprehensive credit financing scheme, the company plans to provide a guarantee line of no more than RMB 300 million (including RMB 300 million) for the comprehensive credit of companies at all levels included in the consolidated statements in 2022. Chen Haigang, chairman and general manager, is authorized to go through relevant procedures on behalf of the company within the above guarantee limit and sign relevant legal documents. Within the above guarantee limit, the company will not hold a separate board of directors and shareholders' meeting for each guarantee. The validity period of this guarantee is from the date of deliberation and approval of the company's 2021 annual general meeting to the date of holding the 2022 annual general meeting.
For details, please refer to the relevant announcements disclosed by the company in the designated newspapers and on cninfo.com.
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
13. The proposal on the company and its subsidiaries using some idle self owned funds for cash management was deliberated and adopted
Under the condition of ensuring that the normal operation of the company is not affected, use its own funds of no more than RMB 100 million (including RMB 100 million) for cash management to purchase financial products with high safety, good liquidity, low risk and a single financial product term of no more than 12 months. Within the above limit and term, it can be used circularly. At the same time, Mr. Chen Haigang, chairman and general manager of the company, is authorized to sign relevant contract documents within the above limit, and the financial department of the company is responsible for organizing the implementation. The validity period of the use limit and authorization of self owned funds for financial management shall be valid within 12 months from the date when this proposal is deliberated and approved by the general meeting of shareholders of the company.
The independent directors of the company have expressed independent opinions on this matter. The sponsor Central China Securities Co.Ltd(601375) issued verification opinions on the matter.
For details, please refer to the relevant announcements disclosed by the company in the designated newspapers and on cninfo.com.
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
14. The proposal on the prediction of the company's daily connected transactions in 2022 was deliberated and adopted
Voting result: 5 affirmative votes; No negative vote; There were no abstentions.
For details, please refer to the relevant announcements disclosed by the company in the designated newspapers and on cninfo.com.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
The independent directors issued their prior approval opinions and agreed independent opinions, and the recommendation institution Central China Securities Co.Ltd(601375) issued special verification opinions. Related directors Chen Haigang and Liu Zhongyi avoided voting.
15. The proposal on developing bill pool business was deliberated and adopted
The board of directors deliberated and approved the proposal on developing bill pool business, and agreed to carry out bill pool business with banks with spot bill balance not exceeding 500 million yuan (including 500 million yuan), which can be used for various settlement businesses such as issuing letters of credit and bank acceptance bills by the company and its subsidiaries. This authorization is valid from the date of deliberation and approval of the 2021 annual general meeting of shareholders of the company
From the date to the date of the 2022 annual general meeting of shareholders. Within the validity period, the above bill pool quota can be used circularly.
The independent directors of the company have expressed independent opinions on this matter.
For details, please refer to the relevant announcements disclosed by the company in the designated newspapers and on cninfo.com.
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
16. The proposal on the compensation scheme for senior managers of the company in 2022 was deliberated and adopted
The remuneration and relevant incentive assessment of the company's senior managers in 2021 are carried out in strict accordance with relevant regulations and formulated in combination with the actual operating conditions of the company. The disclosed remuneration is true, and its distribution procedures comply with the provisions of relevant laws, regulations and the articles of association. At the same time, considering the actual operation of the company, the salary level of industry and region, job contribution and other factors, the company has formulated the salary plan for senior managers in 2022.
For details, please refer to the relevant announcements disclosed by the company in the designated newspapers and on cninfo.com.
The independent directors of the company have expressed independent opinions on this matter.
Voting result: 5 affirmative votes; No negative vote; There were no abstentions.
Directors Mr. Chen Haigang and Mr. Liu Zhongyi withdrew from voting.
17. The proposal on convening the 2021 annual general meeting of shareholders was deliberated and adopted
The board of directors of the company agreed to hold the 2021 annual general meeting of shareholders in the company's conference room on May 6, 2022. This general meeting of shareholders adopts the combination of on-site voting and online voting to consider the proposals that need to be considered by the general meeting of shareholders. For details, please refer to the relevant announcements disclosed by the company in the designated newspapers and on cninfo.com.
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
3、 Documents for future reference
1. Resolutions of the 14th meeting of the second board of directors;
2. Independent opinions of independent directors on matters related to the 14th meeting of the second board of directors.
It is hereby announced.
Board of directors of Henan Kaiwang Electronic Technology Co., Ltd
April 12, 2022
