Securities code: Keeson Technology Corporation Limited(603610) securities abbreviation: Keeson Technology Corporation Limited(603610) Announcement No.: 2022004 Keeson Technology Corporation Limited(603610)
Announcement of resolutions of the 23rd Meeting of the second board of directors
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
1、 Meetings of the board of directors
Keeson Technology Corporation Limited(603610) (hereinafter referred to as “the company”) the 23rd Meeting of the second board of directors was notified by mail and telephone on April 6, 2022, and held in the company’s conference room on April 15, 2022. Six directors should attend the meeting and six actually attended the meeting. All directors attending the meeting unanimously elected director Tang Guohai to preside over the meeting, and the candidates for supervisors and senior managers of the company attended the meeting as nonvoting delegates. The convening of this board meeting complies with the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
2、 Deliberations of the board meeting
The following resolutions were adopted at this board meeting:
(I) deliberated and passed the proposal on the work report of the board of directors in 2021;
Voting results: 6 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(II) the proposal on the general manager’s work report in 2021 was deliberated and adopted;
Voting results: 6 in favor, 0 against and 0 abstention.
(III) deliberated and passed the proposal on the financial final accounts report of 2021;
Voting results: 6 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(IV) the proposal on financial budget report for 2022 was deliberated and adopted;
Voting results: 6 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(V) the proposal on 2021 annual report and summary was deliberated and adopted;
Voting results: 6 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation. For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Disclosed annual report of Keeson Technology Corporation Limited(603610) 2021 and its summary.
(VI) the proposal on corporate social responsibility report in 2021 was deliberated and adopted;
Voting results: 6 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation. For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) The report of Keeson Technology Corporation Limited(603610) 2021 on social responsibility and environment and governance disclosed.
(VII) the proposal on profit distribution and conversion of capital reserve into share capital in 2021 was deliberated and passed; Voting results: 6 in favor, 0 against and 0 abstention.
The company’s 2021 profit distribution and capital reserve converted into share capital plan is as follows: according to the actual situation of the company, this time, taking the total share capital of 280069727 shares as the base, the company will distribute a cash dividend of 4 yuan (tax included) for every 10 shares to all shareholders, with a total cash dividend of 11202789080 yuan (tax included); The capital reserve is converted into share capital, and 2.8 shares are converted for every 10 shares. After this conversion, the total share capital of the company is 358489251 shares.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation. For details, please refer to Shanghai Stock Exchange on the same day (www.sse. Com. CN.) The announcement of Keeson Technology Corporation Limited(603610) on the plan for profit distribution and conversion of capital reserve into share capital in 2021 disclosed.
The independent directors of the company expressed their independent opinions.
(VIII) deliberated and passed the proposal on Amending the articles of association and handling the industrial and commercial change registration;
Voting results: 6 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation. For details, please refer to Shanghai Stock Exchange on the same day (www.sse. Com. CN.) The announcement of Keeson Technology Corporation Limited(603610) on increasing registered capital, amending the articles of association and handling industrial and commercial change registration disclosed.
(IX) the proposal on payment of audit fees in 2021 was deliberated and adopted;
Voting results: 6 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(x) the proposal on the renewal of the company’s 2022 financial audit institution and internal control audit institution was deliberated and adopted;
Voting results: 6 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation. For details, please refer to Shanghai Stock Exchange on the same day (www.sse. Com. CN.) The announcement of Keeson Technology Corporation Limited(603610) on renewing the appointment of accounting firms disclosed.
The independent directors of the company have expressed their prior approval opinions and independent opinions in favor of this proposal.
（11） The proposal on the remuneration of directors of the company in 2022 was deliberated and adopted;
All directors avoided voting and submitted it to the 2021 annual general meeting of shareholders of the company for deliberation.
The independent directors of the company expressed their independent opinions.
（12） Deliberated and passed the proposal on the remuneration of senior managers of the company in 2022;
Related director Huang Xiaowei has avoided voting.
Voting results: 5 in favor, 0 against and 0 abstention.
The independent directors of the company expressed their independent opinions.
（13） Deliberated and passed the proposal on the special report on the deposit and actual use of the company’s raised funds in 2021;
Voting results: 6 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation. For details, please refer to Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Special report on the deposit and actual use of raised funds in Keeson Technology Corporation Limited(603610) 2021 disclosed.
The independent directors of the company expressed their independent opinions.
（14） The proposal on the performance report of the audit committee in 2021 was considered and adopted; Voting results: 6 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
For details, please refer to Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Disclosed report on the performance of the audit committee of the board of directors in Keeson Technology Corporation Limited(603610) 2021.
（15） Deliberated and passed the proposal on the report on the work of independent directors in 2021;
Voting results: 6 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation. For details, please refer to Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Report on the work of independent directors in Keeson Technology Corporation Limited(603610) 2021 disclosed.
（16） The proposal on the daily related party transactions of the company in 2021 and the expected daily related party transactions in 2022 was reviewed and approved;
Tang Guohai and Tang Ying, affiliated directors, have avoided voting.
Voting results: 4 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation. For details, please refer to Shanghai Stock Exchange on the same day (www.sse. Com. CN.) The announcement of Keeson Technology Corporation Limited(603610) on the implementation of daily connected transactions in 2021 and the forecast of daily connected transactions in 2022 disclosed.
The independent directors of the company have expressed their prior approval opinions and independent opinions in favor of this proposal.
（17） The proposal on the prediction of comprehensive credit line of the company and its subsidiaries in 2022 was reviewed and approved;
Related directors Tang Guohai, Tang Ying and Huang Xiaowei have avoided voting.
Voting results: 3 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation. For details, please refer to the company’s Rong RI on Shanghai Stock Exchange (www.sse. Com. CN.) Announcement of Keeson Technology Corporation Limited(603610) on the company’s application for comprehensive credit line from financial institutions disclosed.
（18） The proposal on the cash management limit of the company and its subsidiaries using idle self owned funds in 2022 was reviewed and approved;
Voting results: 6 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation. For details, please refer to Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Announcement of Keeson Technology Corporation Limited(603610) on cash management limit using idle self owned funds in 2022 disclosed.
The independent directors of the company expressed their independent opinions.
（19） The proposal on the company’s use of idle raised funds for cash management was deliberated and adopted; Voting results: 6 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation. For details, please refer to Shanghai Stock Exchange on the same day (www.sse. Com. CN.) The announcement of Keeson Technology Corporation Limited(603610) on the amount of cash management using idle raised funds in 2021 disclosed.
The independent directors of the company expressed their independent opinions.
（20） The proposal on the company and its subsidiaries to carry out forward foreign exchange settlement and sales business in 2022 was reviewed and approved;
Voting results: 6 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation. For details, please refer to Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Announcement of Keeson Technology Corporation Limited(603610) on the company’s long-term foreign exchange settlement and sales business in 2022 disclosed.
（21） The proposal on confirming the company’s audit report and internal control audit report was reviewed and passed;
Voting results: 6 in favor, 0 against and 0 abstention.
For details, please refer to Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Disclosed annual audit report of Keeson Technology Corporation Limited(603610) 2021 and internal control audit report of Keeson Technology Corporation Limited(603610) 2021.
（22） The proposal on the adoption of the internal control evaluation report in 2021 was considered and adopted. The voting results were: 6 in favor, 0 against and 0 abstention.
For details, please refer to Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Internal control evaluation report of Keeson Technology Corporation Limited(603610) 2021 disclosed.
The independent directors of the company expressed their independent opinions.
（23） Deliberated and passed the proposal on changes in accounting policies;
Voting results: 6 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation. For details, please refer to Shanghai Stock Exchange on the same day (www.sse. Com. CN.) The announcement of Keeson Technology Corporation Limited(603610) on changes in accounting policies disclosed. The independent directors of the company expressed their independent opinions.
（24） The proposal on Amending the rules of procedure of the general meeting of shareholders was deliberated and adopted;
Voting results: 6 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation. For details, please refer to Shanghai Stock Exchange on the same day (www.sse. Com. CN.) The rules of procedure of Keeson Technology Corporation Limited(603610) general meeting of shareholders (revised in April 2022) disclosed.
（25） The proposal on Amending the rules of procedure of the board of directors was deliberated and adopted;
Voting results: 6 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation. For details, please refer to Shanghai Stock Exchange on the same day (www.sse. Com. CN.) The rules of procedure of Keeson Technology Corporation Limited(603610) board of directors (revised in April 2022) disclosed.
（26） Deliberated and passed the proposal on Amending the management system of connected transactions;
Voting results: 6 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation. For details, please refer to Shanghai Stock Exchange on the same day (www.sse. Com. CN.) The management system of Keeson Technology Corporation Limited(603610) connected transactions disclosed (revised in April 2022).
（27） The proposal on Revising the management system for major investment and operation decisions was deliberated and adopted; Voting results: 6 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation. For details, please refer to Shanghai Stock Exchange on the same day (www.sse. Com. CN.) The Keeson Technology Corporation Limited(603610) major investment and operation decision-making management system disclosed (revised in April 2022).
（28） The proposal on Revising the code of conduct for controlling shareholders and actual controllers was deliberated and adopted; Voting results: 6 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation. For details, please refer to Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Code of conduct for Keeson Technology Corporation Limited(603610) controlling shareholder and actual controller disclosed (revised in April 2022).
（29） The proposal on Revising the management system of financing and external guarantee was deliberated and adopted;
Voting results: 6 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation. For details, please refer to Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Disclosed Keeson Technology Corporation Limited(603610) financing and external guarantee management system (revised in April 2022)
