Securities code: Beijing Vrv Software Corporation Limited(300352) securities abbreviation: Beijing Vrv Software Corporation Limited(300352) Announcement No.: 2022030 Beijing Vrv Software Corporation Limited(300352)
Announcement on resolutions of the 8th meeting of the 4th 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.
The 8th meeting of the 4th board of directors of Beijing Vrv Software Corporation Limited(300352) (hereinafter referred to as "the company" or " Beijing Vrv Software Corporation Limited(300352) ") was held at 15:00 p.m. on Wednesday, April 13, 2022 in the conference room of the company on the 4th floor, building 3, Yuquan Huigu phase II, No. 3 minzhuang Road, Haidian District, Beijing. The notice and meeting materials of this meeting have been delivered to all participants by telephone, email and personal delivery on April 2, 2022. There are 7 directors who should attend the meeting and 7 directors who actually attend the meeting. The supervisors and senior managers of the company attended the meeting as nonvoting delegates. The meeting was presided over by Mr. Lin Hao, chairman of the company.
This meeting complies with the relevant provisions of the company law and the articles of association. After careful consideration of various proposals by all directors of the company, the following resolutions were considered and adopted by voting:
1、 Deliberated and passed the proposal on the work report of the general manager in 2021
The board of directors listened to the general manager's work report for 2021 made by the general manager of the company, and believed that the management of the company effectively implemented the resolutions of the board of directors and the general meeting of shareholders in 2021, and planned the work plan for 2022 in combination with the actual situation of the company.
Voting results: 7 in favor, 0 against and 0 abstention, which was adopted.
2、 Deliberated and adopted the proposal on the work report of the board of directors in 2021
The company's 2021 annual report on the work of the board of directors is detailed in the company's disclosure on http://www.cn.info.com.cn Section III "management discussion and analysis" and Section IV "corporate governance" of the company's 2021 annual report.
Ms. Wang Hui, Mr. Yang Fengzhu and Mr. Qi Yue, the independent directors of the company, respectively 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. See http://www.cn.info.com.cn for details of the 2021 annual report and the 2021 annual report of independent directors Relevant announcements published.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting results: 7 in favor, 0 against and 0 abstention, which was adopted.
3、 Deliberated and passed the proposal on the financial final accounts report of 2021
After deliberation, the board of Directors believes that the financial statement of 2021 objectively and truly reflects the financial situation and operating results of the company in 2021.
For details, please refer to the company's disclosure on cninfo (www.cn.info.com.cn.) on the same day Relevant contents of "section x financial report" of 2021 annual report.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting results: 7 in favor, 0 against and 0 abstention, which was adopted.
4、 Deliberated and adopted the proposal on the annual report of 2021 and its summary
After deliberation, the 2021 annual report and its abstract prepared and reviewed by the board of directors comply with laws, administrative regulations, the provisions of the CSRC and Shenzhen Stock Exchange. 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.
The detailed contents of the 2021 annual report and its abstract are published on cninfo.com.cn on the same day Relevant announcements.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting results: 7 in favor, 0 against and 0 abstention, which was adopted.
5、 The proposal on the special report on the deposit and actual use of raised funds in 2021 was deliberated and adopted
ZTE caiguanghua Certified Public Accountants (special general partnership) issued the verification report on the deposit and use of raised funds in Beijing Vrv Software Corporation Limited(300352) 2021, and Anxin Securities Co., Ltd. issued special verification opinions on the report. The independent directors of the company expressed independent opinions on the report. See http://www.cn.info.com.cn for details Relevant announcements published.
Voting results: 7 in favor, 0 against and 0 abstention, which was adopted.
6、 Deliberated and passed the proposal on the self-evaluation report on internal control in 2021
In accordance with the provisions of the company law, the guidelines for the governance of listed companies, the Listing Rules of Shenzhen Stock Exchange on the gem, and the self regulatory guidelines for listed companies on the Shenzhen Stock Exchange No. 2 - standardized operation of listed companies on the gem, the company has prepared the self-evaluation report on internal control in 2021.
The independent directors of the company expressed independent opinions on the report. See http://www.cn.info.com.cn for details Relevant announcements published on.
Voting results: 7 in favor, 0 against and 0 abstention, which was adopted.
7、 The proposal on 2021 profit distribution plan was deliberated and adopted
According to the audit of ZTE caiguanghua Certified Public Accountants (special general partnership), in 2021, the company realized a net profit of -43973022662 yuan attributable to the shareholders of the listed company, and the parent company realized a net profit of -36305914783 yuan. According to the relevant provisions of the articles of association, 0 yuan of the statutory surplus reserve was withdrawn according to 10% of the parent company's net profit in 2021. As of December 31, 2021, The profit attributable to the shareholders of the listed company available for distribution to shareholders is -8271538313 yuan.
According to the notice on further implementing the matters related to cash dividends of listed companies, the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies and other relevant provisions of the articles of association of the China Securities Regulatory Commission, and in combination with the company's business situation and future development needs in 2021, the profit distribution plan for 2021 is: no cash dividends or bonus shares in 2021, Capital reserve shall not be converted into share capital.
The independent directors of the company expressed their independent opinions on this proposal.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting results: 7 in favor, 0 against and 0 abstention, which was adopted.
8、 Deliberated and passed the proposal on changes in accounting estimates
After deliberation, the board of directors held that: the company implemented the change of accounting estimates in accordance with the relevant provisions of the accounting standards for business enterprises and the actual situation of the company, based on the principle of prudence. The changed accounting estimates can more objectively and fairly reflect the actual situation of the company's assets, financial status and operating results, which is in line with the interests of the company and all shareholders. The decision-making procedures for the change of accounting estimates comply with relevant laws and regulations and the articles of association. The independent directors of the company have expressed explicit consent to the proposal, and the board of supervisors has expressed consent. For details, see http://www.cn.info.com.cn Announcement on changes in accounting estimates published.
Voting results: 7 in favor, 0 against and 0 abstention, which was adopted.
9、 The proposal on the full text of the report for the first quarter of 2022 was deliberated and adopted
After deliberation, the full text of the report for the first quarter of 2022 prepared and reviewed by the board of directors complies with laws, administrative regulations, the provisions of the CSRC and Shenzhen Stock Exchange. The content of the report truly, accurately and completely reflects the actual situation of the company's operation in the first quarter of 2022, and there are no false records, misleading statements or major omissions.
See http://www.cn.info.com.cn for details Full text of the company's first quarter report in 2022 published.
Voting results: 7 in favor, 0 against and 0 abstention, which was adopted.
10、 The proposal on the remuneration of senior managers of the company in 2022 was deliberated and adopted
The salary of senior managers in 2022 consists of basic salary and performance bonus, which is determined according to their position, working years and performance appraisal results.
The independent directors of the company expressed their independent opinions on this proposal. Lin Hao, Gao Xi and Yang Jie, the related directors, avoided voting on the proposal.
Voting result: 4 affirmative votes; No negative vote; There were no abstentions.
11、 Deliberated and adopted the proposal on convening the 2021 annual general meeting of shareholders
The 2021 annual general meeting of shareholders is planned to be held at 15:00 on Monday, May 9, 2022 in the company's conference room on the 4th floor, building 3, Yuquan Huigu phase II, Haidian District, Beijing by combining on-site voting and online voting. See http://www.cn.info.com.cn for details Notice on convening the 2021 annual general meeting of shareholders published.
Voting results: 7 in favor, 0 against and 0 abstention, which was adopted.
Documents for future reference
1. Resolutions of the board of directors signed and sealed by the directors attending the meeting;
2. Opinions of independent directors.
It is hereby announced.
Beijing Vrv Software Corporation Limited(300352) board of directors
April 13, 2022
