Securities code: Beijing Thunisoft Co.Ltd(300271) securities abbreviation: Beijing Thunisoft Co.Ltd(300271) Announcement No.: 2022022
Beijing Thunisoft Co.Ltd(300271)
Announcement on the resolution of the 27th meeting of the seventh 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 27th meeting of the 7th board of directors of Beijing Thunisoft Co.Ltd(300271) (hereinafter referred to as “the company”) was held on April 14, 2022 in the conference room on the 25th floor, block C, science and technology building, Tsinghua Science and Technology Park, Beijing.
The notice of the meeting was sent to all directors by mail on April 2. There were nine directors who should attend the meeting, but there were eight. Shao Xue, the chairman of the board, was unable to attend the meeting for some reason, and authorized Zhao Xiaoming, the entrusted Director (acting chairman) to exercise the voting right on his behalf. The meeting was presided over by director (acting chairman) Zhao Xiaoming. The two directors present at the meeting were Zhao Xiaoming and Wang Yan; Six directors attended the meeting by means of communication, including Chen Jun, Liu Gang, Ren Gang, Zhu HengYuan, Luo Ting and Guo Xiuhua. The meeting was held in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and the Beijing Thunisoft Co.Ltd(300271) articles of Association (hereinafter referred to as the “articles of association”).
On the premise that the following opinions are fully expressed at the meeting of directors:
1. Review and approve the 2021 general manager’s work report
After deliberation, the board of Directors believes that the 2021 general manager’s work report truly and accurately reflects the overall operation of the company in 2021; In 2021, the management effectively implemented the resolutions of relevant competent bodies of the company and fully promoted the business development according to the established strategic direction.
Voting results of the proposal: 9 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 needs to be submitted to the general meeting of shareholders of the company for deliberation.
Voting results of the proposal: 9 affirmative votes, 0 negative votes and 0 abstention votes
3. Deliberated and adopted the work report of the board of directors in 2021
Zhu HengYuan, Luo Ting, Guo Xiuhua and Gan Peizhong, the independent directors of the company (who have left their posts), 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. See the work report of the board of directors 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: 9 affirmative votes, 0 negative votes and 0 abstention votes
4. Review and adopt the annual report and summary for 2021
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: 9 affirmative votes, 0 negative votes and 0 abstention votes
5. 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.
The board of directors of the company believes that the profit distribution plan for 2021 proposed 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.
Independent directors expressed their independent opinions on the proposal.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
Voting results of the proposal: 9 affirmative votes, 0 negative votes and 0 abstention votes
6. Review and adopt the 2021 internal control evaluation report
Minsheng Securities Co., Ltd. issued the verification opinions of Minsheng Securities Co., Ltd. on the internal control evaluation report of 3 Simei Media Co.Ltd(002712) 021.
Independent directors expressed their independent opinions on the proposal.
See the 2021 internal control evaluation report disclosed by the company on cninfo.com for details. Voting results of the proposal: 9 affirmative votes, 0 negative votes and 0 abstention votes
7. Review and approve the remuneration of directors in 2022
According to the company law and the articles of association, the remuneration of the company’s directors in 2022 is as follows:
7.1 remuneration of directors (excluding independent directors) in 2022
Non independent directors of the company do not receive directors’ remuneration in the company, but receive post remuneration according to their specific management positions in the company.
Affiliated directors Shao Xue, Chen Jun, Liu Gang, Zhao Xiaoming, Ren gang and Wang Yan have avoided voting.
For details, please refer to the announcement on the remuneration plan of the company’s directors, supervisors and senior executives in 2022 disclosed by the company on cninfo.com.
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
7.2 remuneration of independent directors in 2022
The allowance for independent directors of the company is RMB 200000 / year (before tax).
Related directors Zhu HengYuan, Luo Ting and Guo Xiuhua have avoided voting.
For details, please refer to the announcement on the remuneration plan of the company’s directors, supervisors and senior executives in 2022 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: 6 affirmative votes, 0 negative votes and 0 abstention votes
8. Review and adopt the remuneration of senior managers in 2022
In 2022, the company’s senior managers will receive corresponding remuneration according to the company’s annual operation, their positions and performance of duties.
Independent directors expressed their independent opinions on the proposal. Affiliated directors Shao Xue, Zhao Xiaoming, Ren gang and Wang Yan have avoided voting.
For details, please refer to the announcement on the remuneration plan of the company’s directors, supervisors and senior executives in 2022 disclosed by the company on cninfo.com.
Voting results of the proposal: 5 affirmative votes, 0 negative votes and 0 abstention votes
9. Deliberated and adopted the special report on the deposit and use of raised funds in 2021
Minsheng Securities Co., Ltd. issued the special verification opinions of Minsheng Securities Co., Ltd. on the deposit and actual use of raised funds in 3 Simei Media Co.Ltd(002712) 021; Dahua Certified Public Accountants (special general partnership) issued the verification report on the deposit and use of raised funds. Independent directors expressed their independent opinions on the proposal.
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: 9 affirmative votes, 0 negative votes and 0 abstention votes
10. Deliberated and passed the proposal on continuing the appointment of accounting firms
After the prior deliberation and approval of the audit committee of the board of directors and the prior approval of the independent directors of the company, the board of directors agreed to renew Dahua Certified Public Accountants (special general partnership) as the audit institution of the company in 2022 to conduct financial audit for the company. The employment period is one year and the audit fee is RMB 1.1 million.
Independent directors expressed their independent opinions on the proposal.
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: 9 affirmative votes, 0 negative votes and 0 abstention votes
11. The proposal on repurchase and cancellation of class I restricted shares in 2021 restricted stock incentive plan was deliberated and adopted
According to the relevant provisions of the restricted stock incentive plan for 2021 (Draft) and the administrative measures for the implementation and assessment of the restricted stock incentive plan for 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, it is agreed to repurchase and cancel the 959000 class I restricted shares granted to the above-mentioned 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. Independent directors have expressed their independent opinions on this proposal. Affiliated directors Zhao Xiaoming, Wang Yan and Ren Gang have 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.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
Voting results of the proposal: 6 affirmative votes, 0 negative votes and 0 abstention votes
12. The proposal on Abolishing the second type of restricted shares in the incentive plan for restricted shares in 2021 was deliberated and adopted
According to the relevant provisions of the restricted stock incentive plan for 2021 (Draft) and the administrative measures for the implementation and assessment of the restricted stock incentive plan for 2021, due to the resignation of some incentive objects, being elected as supervisors, death and the legal heir abandoning the inheritance of the restricted shares granted to them, it is agreed to invalidate the 2169450 class II restricted shares granted to the above-mentioned 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.
Independent directors have expressed their independent opinions on this proposal.
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: 9 affirmative votes, 0 negative votes and 0 abstention votes
13. The proposal on Canceling Part of the stock options granted in the 2018 stock option incentive plan was deliberated and adopted
According to the relevant provisions of the company’s 2018 stock option incentive plan (Draft) and 2018 stock option incentive plan assessment management measures, the board of directors agreed to cancel the 6813540 stock options granted but not exercised in the third exercise period because the company’s performance assessment in 2021 failed to meet the standard. Independent directors have expressed their independent opinions on this proposal. Wang Yan, a related director, 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: 8 affirmative votes, 0 negative votes and 0 abstention votes
14. 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
Dahua certified public accountants LLP (special general partnership) issued an unqualified audit report with highlighted items (dhsz [2022] No. 006832) on the company’s 2021 financial statements. The board of directors of the company issued a special explanation on the matters involved in the above audit report.
Independent directors have expressed independent opinions without objection and consent to the above audit report and notes. For details, please refer to the special instructions of the board of directors on the matters involved in the company’s 2021 unqualified audit report with emphasis section disclosed by the company on cninfo.com.
Voting results of the proposal: 9 affirmative votes, 0 negative votes and 0 abstention votes
15. The proposal on Amending the articles of association was deliberated and adopted
In accordance with the latest provisions of relevant laws and regulations such as the guidelines for the articles of association of listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, and in combination with the actual situation of the company, the board of directors agreed to amend the relevant provisions of the articles of association.
See the articles of association and amendment to the articles of Association disclosed by the company on cninfo.com for details.
