Securities code: Beijing Thunisoft Co.Ltd(300271) securities abbreviation: Beijing Thunisoft Co.Ltd(300271) Announcement No.: 2022023
Beijing Thunisoft Co.Ltd(300271)
Announcement of resolutions of the 22nd Meeting of the 7th board of supervisors
The company and all members of the board of supervisors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Beijing Thunisoft Co.Ltd(300271) (hereinafter referred to as "the company") the 22nd Meeting of the 7th board of supervisors was held in the conference room on the 25th floor, block C, science and technology building, Tsinghua Science Park, Beijing on April 14, 2022.
The notice of the meeting was sent to all supervisors by mail on April 2, 2022. Three supervisors should attend the meeting, and three actually attended. The meeting was presided over by Ms. fan Jiaojiao, chairman of the board of supervisors. The meeting was held in accordance with the relevant provisions of the company law and other laws and regulations and the articles of association.
After deliberation and voting, the meeting formed the following resolutions:
1. Review and approve the work report of the board of supervisors in 2021
See the work report of the board of supervisors in 2021 disclosed by the company on cninfo.com for details.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
Voting results of the proposal: 3 affirmative votes, 0 negative votes and 0 abstention votes
2. Review and adopt the financial final accounts report of 2021
In 2021, the company realized an operating revenue of 5.752 billion yuan, a year-on-year increase of 71.40%; The net profit attributable to the owners of the parent company was 295 million yuan, a year-on-year increase of 0.52%; The net profit attributable to shareholders of listed companies after deducting non profits was 277 million yuan, a year-on-year decrease of 8.13%. The company's 2021 financial statement objectively and truly reflects the company's financial situation and operating results in 2021.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
Voting results of the proposal: 3 affirmative votes, 0 negative votes and 0 abstention votes
3. Review and adopt the annual report and summary for 2021
After review, the board of supervisors of the company believes that the preparation and review of the 2021 annual report and the summary of the 2021 annual report comply with laws, regulations, relevant provisions of the CSRC and Shenzhen Stock Exchange, and the contents of the report truly, accurately and completely reflect the actual situation of the company's operation in 2021, without any false records, misleading statements or major omissions.
See the 2021 annual report and the 2021 annual report summary disclosed by the company on cninfo.com for details.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
Voting results of the proposal: 3 affirmative votes, 0 negative votes and 0 abstention votes
4. Review and approve the profit distribution plan for 2021
According to the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 9 - share repurchases: if a listed company repurchases shares in the form of offer and centralized bidding with cash as consideration, the amount of shares repurchased in the current year shall be regarded as the amount of cash dividends, which shall be included in the relevant proportion of cash dividends in the current year. At the same time, according to the articles of association: except for special circumstances, when the company makes profits in the current year and the accumulated undistributed profits are positive, after reserving the legal reserve in full, the company will distribute dividends in cash. The profit distributed in cash every year shall not be less than 10% of the profit available for distribution of the parent company.
Audited by Dahua Certified Public Accountants (special general partnership), the distributable profit of the parent company in 2021 was 46782849229 yuan. As of December 31, 2021, the company has repurchased 4414800 shares through centralized bidding, with a total transaction amount of RMB 5 Shenzhen New Nanshan Holding (Group) Co.Ltd(002314) 721 (excluding transaction costs), which is regarded as the amount of cash dividends, exceeding 10% of the distributable profits of the parent company. Therefore, in 2021, the company will not distribute cash dividends, bonus shares or increase share capital with provident fund.
After review, the board of supervisors of the company believes that the profit distribution plan for 2021 prepared by the company complies with the relevant laws and regulations such as the company law, the rules for share repurchase of listed companies and the relevant provisions on profit distribution in the articles of association, comprehensively considers the actual situation of the company and the needs of future development, and has legitimacy, compliance and rationality.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
Voting results of the proposal: 3 affirmative votes, 0 negative votes and 0 abstention votes
5. Review and adopt the 2021 internal control evaluation report
After review, the board of supervisors of the company believes that the company has established a relatively perfect internal control system and can be effectively implemented. The self-evaluation report of the company's internal control truly and objectively reflects the construction and operation of the company's internal control system.
See the 2021 internal control evaluation report disclosed by the company on cninfo.com for details. Voting results of the proposal: 3 affirmative votes, 0 negative votes and 0 abstention votes
6. Review and approve the remuneration of supervisors in 2022
According to the company law and the articles of association, the remuneration of the company's supervisors in 2022 is as follows:
6.1 remuneration of Ms. fan Jiaojiao, chairman of the board of supervisors in 2022:
Ms. fan Jiaojiao, the chairman of the board of supervisors of the company, does not receive the salary of supervisors in the company, but receives the post salary according to the salary standard of her post.
Ms. fan Jiaojiao, a related supervisor, avoided voting. This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
Voting results of the proposal: 2 affirmative votes, 0 negative votes and 0 abstention votes
6.2 remuneration of Ms. Zhang Yan, supervisor in 2022:
Ms. Zhang Yan, the supervisor of the company, does not receive the supervisor's salary in the company, but receives the post salary according to the salary standard of her post.
Ms. Zhang Yan, a related supervisor, avoided voting. This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
Voting results of the proposal: 2 affirmative votes, 0 negative votes and 0 abstention votes
6.3 remuneration of Ms. Ma Jingzhao, supervisor in 2022:
Ms. Ma Jingzhao, the supervisor of the company, does not receive the supervisor's salary in the company, but receives the post salary according to the salary standard of her post.
Ms. Ma Jingzhao, a related supervisor, avoided voting. This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
Voting results of the proposal: 2 affirmative votes, 0 negative votes and 0 abstention votes
7. Deliberated and adopted the special report on the deposit and use of raised funds in 2021
After review, the board of supervisors of the company held that the management and use procedures of the company's raised funds comply with the relevant rules such as the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM and the provisions of the company's raised funds management system, the actual use of the raised funds is legal and compliant, and no violations of laws, regulations and acts detrimental to the interests of shareholders are found.
See the special report on the deposit and use of raised funds in 2021 disclosed by the company on cninfo.com for details.
Voting results of the proposal: 3 affirmative votes, 0 negative votes and 0 abstention votes
8. Deliberated and adopted the proposal on renewing the appointment of accounting firms
After review, the board of supervisors believes that the reappointment of Dahua Certified Public Accountants (special general partnership) complies with relevant laws and regulations and will not affect the audit quality of accounting statements. Relevant review procedures comply with laws and regulations and the articles of association. There is no situation that damages the interests of the company and shareholders.
For details, please refer to the announcement on renewing the appointment of accounting firms disclosed by the company on cninfo.com. This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
Voting results of the proposal: 3 affirmative votes, 0 negative votes and 0 abstention votes
9. The proposal on repurchase and cancellation of class I restricted shares in 2021 restricted stock incentive plan was deliberated and adopted
After review, the board of supervisors of the company believes that: according to the relevant provisions of the restricted stock incentive plan in 2021 (Draft) and the administrative measures for the implementation and assessment of the restricted stock incentive plan in 2021, due to the resignation of some incentive objects, being elected as supervisors, death and the legal heir abandoning to inherit the restricted shares granted to them, Agree to repurchase and cancel 959000 class I restricted shares granted to 151 incentive objects but not unlocked; Due to the company's failure to meet the performance assessment in 2021, it is agreed to repurchase and cancel 3550950 class I restricted shares that have been granted but not unlocked in the first release period except for the above circumstances. Zhang Yan, a related supervisor, has avoided voting.
For details, please refer to the announcement on repurchase and cancellation of class I restricted shares in 2021 restricted stock incentive plan disclosed by the company on cninfo.com.
Voting results of the proposal: 2 affirmative votes, 0 negative votes and 0 abstention votes
10. The proposal on Abolishing the second type of restricted shares in the incentive plan for restricted shares in 2021 was deliberated and adopted
After examination, the board of supervisors held that: according to the relevant provisions of the restricted stock incentive plan in 2021 (Draft) and the measures for the administration of the implementation and assessment of the restricted stock incentive plan in 2021, due to the resignation of some incentive objects, being elected as supervisors, death and the legal heir giving up inheriting the restricted shares granted to them, Agree to cancel 2169450 class II restricted shares granted to 228 incentive objects but not yet vested; Due to the company's failure to meet the performance assessment in 2021, it is agreed to cancel the 5580165 class II restricted shares granted but not yet vested in the first vesting period except for the above circumstances. Zhang Yan, a related supervisor, has avoided voting.
For details, please refer to the announcement on Abolishing the class II restricted shares in the 2021 restricted stock incentive plan disclosed by the company on cninfo.com.
Voting results of the proposal: 2 affirmative votes, 0 negative votes and 0 abstention votes
11. The proposal on canceling some stock options granted in 2018 stock option incentive plan was deliberated and adopted
After review, the board of supervisors held that, according to the relevant provisions of the company's 2018 stock option incentive plan (Draft) and the measures for the assessment and management of 2018 stock option incentive plan, the company agreed to cancel the 6813540 stock options granted but not exercised in the third exercise period because the performance assessment at the company level in 2021 did not meet the standard. Zhang Yan, a related supervisor, has avoided voting.
For details, please refer to the announcement on cancellation of some granted stock options of 2018 stock option incentive plan disclosed by the company on cninfo.com.
Voting results of the proposal: 2 affirmative votes, 0 negative votes and 0 abstention votes
12. Deliberated and adopted the proposal on Amending the rules of procedure of the board of supervisors
In accordance with the latest provisions of relevant laws and regulations such as Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange listed companies self regulatory guidance No. 2 - standardized operation of GEM listed companies and the relevant provisions of the articles of association, and in combination with the actual situation of the company, the board of supervisors agreed to amend the relevant provisions of the rules of procedure of the board of supervisors.
See the rules of procedure of the board of supervisors disclosed by the company on cninfo.com for details.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
Voting results of the proposal: 3 affirmative votes, 0 negative votes and 0 abstention votes
13. The proposal on the special explanation of the board of directors on the matters involved in the company's 2021 audit report with unqualified opinions with emphasis on matters was deliberated and adopted
The special statement of the board of directors on the matters involved in the company's audit report with unqualified opinions in 2021 issued by the board of directors objectively reflects the progress of the emphasized matters, and the board of supervisors of the company agrees with the special statement issued by the board of directors. The board of supervisors of the company will actively cooperate with the work of the board of directors of the company, continue to pay attention to the development of relevant work of the board of directors and management, and earnestly safeguard the legitimate rights and interests of the company and all shareholders.
Voting results of the proposal: 3 affirmative votes, 0 negative votes and 0 abstention votes
14. The proposal on capital reduction of Guangzhou Huayu Kechuang equity investment partnership (limited partnership) was deliberated and adopted. Qianhai equity investment fund (limited partnership), Zhongyuan Qianhai equity investment fund (limited partnership) and Huangpu investment holding (Guangzhou) Co., Ltd., limited partners of Guangzhou Huayu Kechuang equity investment partnership (limited partnership) (hereinafter referred to as "equity investment fund"), were approved, It is proposed to withdraw all its original investment in the equity investment fund. The partnership shares of equity investment funds will be reduced from 24 million to 135 million, and the reduced partnership shares will be 105 million. Among them, Huangpu investment holding (Guangzhou) Co., Ltd. reduced the partnership share by 45 million (paid in capital contribution of 45 million yuan), and the price was 45 million yuan; Qianhai equity investment fund (limited partnership) reduced 50 million partnership shares (paid in capital contribution of 35 million yuan) at a price of 35 million yuan; Zhongyuan Qianhai equity investment fund (limited partnership) reduced 10 million partnership shares (paid in capital contribution of 7 million yuan) at a price of 7 million yuan. After the above three limited partners withdraw from the partnership, they shall be liable for the debts of the equity investment fund arising from the reasons before their withdrawal from the partnership with the property retrieved from the equity investment fund at the time of their withdrawal. After withdrawing from the partnership, the equity investment fund will re formulate the partnership agreement, and Beijing Huayu Kechuang Investment Co., Ltd., Beijing Xihe innovation and Technology Center (limited partnership) and the company will sign a new partnership agreement.
For details, please refer to the "customs declaration" disclosed by the company on cninfo.com
