Securities code: Beijing Unistrong Science & Technology Co.Ltd(002383) securities abbreviation: Beijing Unistrong Science & Technology Co.Ltd(002383) Announcement No.: 2022006 Beijing Unistrong Science & Technology Co.Ltd(002383)
Announcement on resolutions of the 9th meeting of the 5th 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 9th meeting of the 5th board of directors of the company was held on April 14, 2022 in the conference room of the company at No. 8 Kechuang 12th Street, Daxing District, Beijing by means of on-site combined communication. The notice of the meeting was sent by telephone and e-mail on April 4, 2022. 9 directors should attend the meeting and 9 actually attended the meeting. All supervisors and senior executives attended the meeting as nonvoting delegates.
The meeting was convened and presided over by the chairman, Mr. Guo Xinping. The meeting was held in accordance with relevant laws, administrative regulations, departmental rules and the articles of association.
2、 Deliberations of the board meeting
After deliberation item by item and voting by open ballot, the directors present at the meeting finally passed the following proposals:
(I) annual work report of the board of directors in 2021
For details of the work report of the board of directors, please refer to the relevant contents of the company’s 2021 annual report.
Gao Zhuo, Yan Zhongwen, Jin Yongjun, Guo Xiuhua and Lu Mingquan, the independent directors of the company, submitted the 2021 annual report of independent directors to the meeting and will report to the shareholders at the 2021 annual general meeting of the company. The full text of the report will be published on cninfo.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation and approval.
Voting results: 9 in favor, 0 against and 0 abstention.
(II) annual report of the company in 2021 and its summary
The full text of the annual report will be published on cninfo. The summary of the annual report will be published in the securities times, China Securities News and cninfo at the same time.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation and approval.
Voting results: 9 in favor, 0 against and 0 abstention.
(III) annual final accounts report of the company in 2021
The company’s 2021 annual final accounts report will be published on cninfo.com.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation and approval.
Voting results: 9 in favor, 0 against and 0 abstention.
(IV) profit distribution plan of the company in 2021
As of December 31, 2021, the undistributed profit of the company was negative. In combination with the actual situation, the company will not make profit distribution in 2021 and will not convert the capital reserve into share capital.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation and approval.
Voting results: 9 in favor, 0 against and 0 abstention.
The independent directors of the company have expressed their independent opinions on this proposal. For details, please refer to the independent opinions of independent directors on matters related to the ninth meeting of the Fifth Board of directors published on cninfo.com.
(V) 2021 internal control self evaluation report of the board of directors
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation and approval.
The full text of the evaluation report will be published on cninfo.
The independent directors of the company have expressed their independent opinions on the report. For details, please refer to the independent opinions of independent directors on matters related to the ninth meeting of the Fifth Board of directors published on cninfo.com.
(VI) special report on the deposit and use of the company’s raised funds in 2021
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation and approval.
The independent directors of the company expressed independent opinions on the deposit and use of the raised funds in 2021. For details, please refer to the independent opinions of independent directors on matters related to the ninth meeting of the Fifth Board of directors published on cninfo.com.
The full text of the special report will be published on cninfo.
(VII) proposal on the renewal of accounting firm
Decides to renew the appointment of Shanghui accounting firm (special general partnership) as the audit institution of the company’s annual report in 2022, and requests the general meeting of shareholders to authorize the board of directors to negotiate with the audit institution to determine the audit fee according to the actual business situation and market situation of the company in 2022.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation and approval.
The independent directors of the company have approved and expressed their independent opinions on this matter in advance. For details, please refer to the independent directors’ prior approval opinions on matters related to the ninth meeting of the Fifth Board of directors and the independent directors’ independent opinions on matters related to the ninth meeting of the Fifth Board of directors published on cninfo.com. (VIII) proposal on the prediction of the company’s daily connected transactions in 2022
The total amount of daily related party transactions between the company and its holding subsidiaries and related parties in 2022 is expected to not exceed 72406229399 yuan.
Voting results: 4 in favor, 0 against and 0 abstention. Related directors Guo Xinping, Zhang Zhenwei, Wu Yue, Li zhansen and Zhu Xingwang avoided voting.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation and approval.
For details of the forecast of daily connected transactions, please refer to the announcement on the forecast of daily connected transactions of the company in 2022 published in the securities times, China Securities News and cninfo.
The independent directors of the company have approved the proposal in advance and expressed their independent opinions. For details, please refer to the independent directors’ prior approval opinions on matters related to the ninth meeting of the Fifth Board of directors published on cninfo.com.
(IX) proposal on the company’s and its subsidiaries’ use of the financial support and guarantee amount of Zhengzhou airport Xinggang Investment Group Co., Ltd. and its subsidiaries and related party transactions
The company and its subsidiaries are expected to continue to generate financing related party transactions with Xinggang group and its subsidiaries in 2022. It is expected to apply to Xinggang group and its subsidiaries for financial assistance of no more than RMB 800 million and guarantee of no more than RMB 2.7 billion for a period of no more than one year. The use rate of financial assistance funds shall not exceed 8% / year, and the guarantee rate shall not exceed 3% / year. The management of the company is authorized to go through specific signing procedures, and the authorization period is from the date of deliberation and approval of this proposal by the general meeting of shareholders to December 31, 2022. Financial aid and guarantee can be recycled within the validity period within the total amount.
Voting results: 5 in favor, 0 against and 0 abstention. Related directors Zhang Zhenwei, Wu Yue, Li zhansen and Zhu Xingwang avoided voting.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation and approval.
For details of this matter, please refer to the announcement on the company and its subsidiaries’ use of the financial assistance and guarantee limit of Zhengzhou airport Xinggang Investment Group Co., Ltd. and its subsidiaries and related party transactions published in the securities times, China Securities News and cninfo.com.
The independent directors of the company have approved the proposal in advance and expressed their independent opinions. For details, please refer to the independent directors’ prior approval opinions on matters related to the ninth meeting of the Fifth Board of directors published on cninfo.com.
(x) proposal on the uncovered losses reaching one third of the total paid in share capital
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation and approval.
For details, please refer to the announcement on uncovered losses reaching one-third of the total paid in share capital published on cninfo.com.
（11） Proposal on the provision for asset impairment and write off of assets in 2021
Voting results: 9 in favor, 0 against and 0 abstention.
For details, please refer to the announcement on the provision for asset impairment and write off of assets in 2021 published in the securities times, China Securities News and cninfo.
The independent directors of the company have expressed their independent opinions on this proposal. For details, please refer to the independent opinions of independent directors on matters related to the ninth meeting of the Fifth Board of directors published on cninfo.com.
（12） Proposal on Directors’ remuneration of the company in 2022
In order to improve the company’s operation and management efficiency, in combination with the actual situation of the company’s business scale and development level, and with reference to the salary level of the industry and region, the company formulates the director’s salary plan for 2022 as follows:
(1) Non independent directors holding positions in the company will receive remuneration according to their positions and labor contracts, and will not receive additional allowances; Non independent directors who do not hold positions in the company will not receive remuneration and allowances. (2) The allowance for independent directors of the company is RMB 100000 / year (before tax), which is paid quarterly.
(3) The travel expenses and other necessary expenses incurred by directors participating in relevant meetings of the company shall be borne by the company. (4) The remuneration of the company’s directors includes individual income tax, which shall be uniformly withheld and paid by the company in accordance with the provisions of the tax law.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation and approval.
The independent directors of the company have expressed their independent opinions on this proposal. For details, please refer to the independent opinions of independent directors on matters related to the ninth meeting of the Fifth Board of directors published on cninfo.com.
（13） Full text of the company’s report for the first quarter of 2022
Voting results: 9 in favor, 0 against and 0 abstention.
The full text of the first quarter report of 2022 will be published on cninfo.
（14） Proposal on external guarantee of the company
Xi’an Beijing Unistrong Science & Technology Co.Ltd(002383) Defense Technology Co., Ltd. (hereinafter referred to as “Xi’an defense”), the holding subsidiary of the company, plans to apply for a working capital loan of 5 million yuan from Bank Of China Limited(601988) Xi’an high tech Development Zone sub branch for a period of one year. Xi’an Chuangxin Financing Guarantee Co., Ltd. (hereinafter referred to as “Xi’an chuangrong”) provides joint and several liability guarantee for the above loan. The company and Wang dangwei, the actual controller of Shanghai hehesheng enterprise management center (limited partnership) (hereinafter referred to as “Shanghai hehesheng”), another shareholder of Xi’an defense, respectively provide counter guarantee of joint and several liability guarantee for Xi’an Chuang Rong.
Voting results: 9 in favor, 0 against and 0 abstention.
For details, please refer to the announcement on external guarantee of the company published on cninfo.com.
The independent directors of the company have expressed their independent opinions on this proposal. For details, please refer to the independent opinions of independent directors on matters related to the ninth meeting of the Fifth Board of directors published on cninfo.com.
（15） Proposal on abandoning the preemptive right of some partnership shares of the partnership
The 11 million yuan share currently held by Boneng Holdings Co., Ltd., a limited partner of Beijing Silk Road Yunhe Investment Center (limited partnership), the fund invested by the company, was transferred to Shanghai Houyou Enterprise Management Co., Ltd., and the company and other partners agreed to waive the preemptive right of the transferred partnership share.
Voting results: 9 in favor, 0 against and 0 abstention.
（16） Proposal on increasing the implementation subject of raised investment projects
In order to improve R & D efficiency and optimize the unified planning and allocation of global R & D resources, the company has adjusted the overall R & D structure of the company. In order to better plan and manage the raised investment projects, the company plans to add a wholly-owned subsidiary Beijing Unistrong Science & Technology Co.Ltd(002383) (Henan) science and Technology Research Institute Co., Ltd. (hereinafter referred to as “Henan Research Institute”) as the main body of the project implementation.
Voting results: 9 in favor, 0 against and 0 abstention.
For details, please refer to the announcement on increasing the implementation subject of raised investment projects published on cninfo.com.
The independent directors of the company have expressed their independent opinions on this proposal. For details, please refer to the independent opinions of independent directors on matters related to the ninth meeting of the Fifth Board of directors published on cninfo.com.
（17） Proposal on convening the 2021 annual general meeting of shareholders
It is decided to convene the company’s annual general meeting in 2021 to review the company’s 2021 annual report and other relevant proposals.
Voting results: 9 in favor, 0 against and 0 abstention.
Please refer to the notice on convening the annual general meeting of shareholders in 2021 published in the securities times, China Securities News and cninfo for details.
3、 Documents for future reference
1. The resolution of the 9th meeting of the 5th session of the board of directors signed by the attending directors and stamped with the seal of the board of directors
2. Independent opinions of independent directors on matters related to the 9th meeting of the 5th board of directors
3. Prior approval opinions of independent directors on matters related to the ninth meeting of the Fifth Board of directors. It is hereby announced
Beijing Unistrong Science & Technology Co.Ltd(002383) board of directors
April 15, 2002
