Securities code: China National Software And Service Company Limited(600536) securities abbreviation: China National Software And Service Company Limited(600536) Announcement No.: 2022025 China National Software And Service Company Limited(600536)
Announcement of resolutions of the 41st meeting of the 7th 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
(I) the convening of the 41st meeting of the seventh board of directors of the company complies with the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
(II) the notice and materials of the meeting of the board of directors will be sent by blue letter on March 31, 2022. (III) the meeting of the board of directors was held on April 15, 2022. The voting method of on-site (+ video) was adopted in conference room 1, floor 1, building C, zhongruan building, 55 Xueyuan South Road, Haidian District, Beijing.
(IV) there are 7 directors who should attend the meeting of the board of directors, and 7 actually attended the meeting.
(V) the meeting of the board of directors was presided over by Mr. Chen Ximing, the chairman of the board of supervisors, Ms. Liu Xin, the supervisor, Mr. Tang Dalong, the employee representative supervisor, Mr. Shi Dianlin, the chief financial officer, Mr. He Wenzhe, the Secretary of the board of directors and senior deputy general manager, Mr. Chen Fuxing, senior deputy general manager, Mr. Du Qian, Mr. Han Guang, Mr. Yang Chunping (also the general legal adviser) and Mr. Wu Jing attended the meeting as nonvoting delegates.
2、 Deliberations of the board meeting
(I) financial statement report of 2021
See the company’s 2021 annual report (published on the website of Shanghai Stock Exchange at www.sse. Com. CN.) for details of the 2021 annual financial statement report Section x relevant contents of “financial report”.
This proposal must also be submitted to the general meeting of shareholders for deliberation.
Number of affirmative votes: 0, negative votes: 7, abstention
Voting result: adopted
(II) risk assessment report of China National Software And Service Company Limited(600536) handling deposit and loan business in finance company
According to the regulatory requirements, the company evaluated the internal control system construction, internal control evaluation, operation management and risk management of China Electronic Finance Co., Ltd., and found no major defects.
Zhongtianyun Certified Public Accountants (special general partnership) issued the special instructions on China National Software And Service Company Limited(600536) deposits, loans and other financial businesses involving related party transactions of financial companies. All three independent directors of the company, Mr. Cui Jin, Mr. Jing Jiwu and Mr. Chen Shangyi, expressed their independent opinions on the proposal.
The risk assessment report of China National Software And Service Company Limited(600536) handling deposit and loan business in finance company is published on the website of Shanghai Stock Exchange at www.sse.com com. cn.。
Number of votes: 7 in favor, 0 against and 0 abstention
Voting result: adopted
(III) proposal on write off of provision for impairment of accounts receivable of the company
In order to strengthen the management of the company’s accounts receivable, combined with the actual situation of the company, and in accordance with the working rules for financial write off of asset impairment provision of central enterprises, accounting standards for business enterprises and other relevant provisions, it is planned to write off the accounts receivable with full provision for bad debt provision as of December 31, 2021. The provision for write off impairment of receivables is 1696039944 yuan, including 1632188778 yuan for write off impairment of receivables and 63851166 yuan for write off impairment of other receivables. The above amounts have been fully accrued for bad debt reserves before December 31, 2021, and are confirmed to be uncollectible.
The write off meets the requirements of the actual situation and accounting policies of the company. The account age is more than 5 years. The company has fully accrued the impairment provision, which does not affect the current profits of the company or damage the interests of the company and shareholders.
The company hired the annual audit accounting firm zhongtianyun accounting firm (special general partnership) to conduct a special audit and issued the special audit report on the financial write off of China National Software And Service Company Limited(600536) asset impairment provision; The company hired BOC law firm for review and issued a special legal opinion.
Number of votes: 7 in favor, 0 against and 0 abstention
Voting result: adopted
(IV) 2021 general manager’s work report
Number of votes: 7 in favor, 0 against and 0 abstention
Voting result: adopted
(V) 2021 performance report of the audit committee of the board of directors
The 2021 performance report of the audit committee of China National Software And Service Company Limited(600536) board of directors is published on the website of Shanghai Stock Exchange at www.sse com. cn.。
Number of votes: 7 in favor, 0 against and 0 abstention
Voting result: adopted
(VI) proposal on submitting the 2021 annual report of independent directors to the general meeting of shareholders
According to the articles of association and the working system of independent directors, the board of directors agreed to submit the 2021 annual report of independent directors made by Mr. Cui Jin, Mr. Jing Jiwu and Mr. Chen Shangyi to the 2021 annual general meeting of shareholders of the company for deliberation.
Number of votes: 7 in favor, 0 against and 0 abstention
Voting result: adopted
(VII) work report on risk management and internal control system in 2022
Number of votes: 7 in favor, 0 against and 0 abstention
Voting result: adopted
(VIII) plan for profit distribution and conversion of capital reserve into share capital in 2021
According to the audit confirmation of zhongtianyun Certified Public Accountants (special general partnership), the net profit realized by the parent company in 2021 was 2129325435 yuan, and the legal surplus reserve was 212932544 yuan. After deducting 2077163401 yuan of cash dividends distributed in 2020 and 4117506168 yuan of undistributed profits carried forward from previous years, the actual profit available for distribution this time was 3956735658 yuan. As of December 31, 2021, the capital reserve of the parent company is 93410588547 yuan.
The board of Directors proposes that the company’s profit distribution and capital reserve conversion plan for 2021 is as follows:
Based on the total share capital registered on the date of equity distribution, a cash dividend of 0.5 yuan (including tax) will be distributed to all shareholders for every 10 shares, and 3 shares will be added to all shareholders with capital reserve for every 10 shares.
As of April 15, 2022, the total share capital of the company is 494562782 shares. Based on this calculation, it is proposed to pay a total cash dividend of 2472813910 yuan, and it is proposed to increase 148368835 shares in total. After the increase, the total share capital of the company is 642931617 shares; On March 15, 2022, the board of directors and the board of supervisors of the company decided to grant 13350000 restricted shares to incentive objects (no more than, and the actual grant amount shall be subject to the announcement of the first grant result of the restricted stock incentive plan in 2021). If these shares are registered before the stock right registration date of this equity distribution, the total share capital of the company will increase to no more than 507912782 shares, If the total cash dividends to be distributed based on this calculation are no more than 2539563910 yuan, the total number of shares to be increased is no more than 152373835 shares, and the total share capital of the company after the increase is no more than 660286617 shares.
The profit to be distributed this time is expected to account for 32.72% – 33.60% of the net profit attributable to shareholders of the listed company in the current year. After profit distribution, the remaining undistributed profits are carried forward to the next year.
All three independent directors of the company, Mr. Cui Jin, Mr. Jing Jiwu and Mr. Chen Shangyi, expressed their independent opinions agreeing with the proposal.
The profit distribution and capital reserve conversion plan must also be submitted to the general meeting of shareholders for deliberation.
Number of votes: 7 in favor, 0 against and 0 abstention
Voting result: adopted
(IX) work report of the board of directors in 2021
The work report of the board of directors for China National Software And Service Company Limited(600536) 2021 is published on the website of Shanghai Stock Exchange at www.sse com. cn.。 This proposal must also be submitted to the general meeting of shareholders for deliberation.
Number of votes: 7 in favor, 0 against and 0 abstention
Voting result: adopted
(x) annual report for 2021
The company’s 2021 annual report is published on the website of Shanghai Stock Exchange at www.sse.com com. cn.。
All three independent directors of the company issued special instructions and independent opinions on the external guarantee of the company. Zhongtianyun Certified Public Accountants (special general partnership) issued the standard unqualified audit report, internal control audit report, special audit report on the summary of China National Software And Service Company Limited(600536) non operating fund occupation and other related capital transactions, and special audit report on the description of China National Software And Service Company Limited(600536) accounting policy changes. All directors, supervisors and senior managers of the company signed written confirmation opinions on the company’s annual report.
This proposal must also be submitted to the general meeting of shareholders for deliberation.
Number of votes: 7 in favor, 0 against and 0 abstention
Voting result: adopted
（11） Internal control evaluation report in 2021
The internal control evaluation report of China National Software And Service Company Limited(600536) 2021 is published on the website of Shanghai Stock Exchange at www.sse com. cn.。 All three independent directors of the company expressed their opinions on the evaluation report of the company’s internal control.
Number of votes: 7 in favor, 0 against and 0 abstention
Voting result: adopted
（12） Proposal on Amending the company’s equity investment management system
Comprehensively revise the company’s equity investment management system in accordance with the current state-owned assets supervision rules, stock listing rules and articles of association and in combination with the actual situation of the company.
The China National Software And Service Company Limited(600536) equity investment management system is published on the website of Shanghai Stock Exchange at www.sse com. cn.。
Number of votes: 7 in favor, 0 against and 0 abstention
Voting result: adopted
（13） Proposal on recommending directors to Great Wall software, an important subsidiary
Recommend Wu Jing as the director of Great Wall software; Wang Biao is no longer a director of Great Wall software.
Number of votes: 7 in favor, 0 against and 0 abstention
Voting result: adopted
（14） Proposal on capital increase of yijingjie
According to the resolution of the 23rd Meeting of the 7th board of directors of the company, the company has invested in Guizhou yijingjie Information Technology Co., Ltd. (hereinafter referred to as yijingjie), and currently holds 7.64% equity of yijingjie. According to the needs of the company’s development strategy, it is proposed to adopt the mode of direct investment + investment through the proposed new holding subsidiary China soft financial investment (Chengdu) enterprise management partnership (limited partnership) (hereinafter referred to as China soft financial investment), with a total contribution of no more than 389 million yuan at the price of 22.91 yuan / 1 yuan of registered capital, to subscribe for the newly increased registered capital of yijingjie, with a maximum of 169723 million yuan, Among them, the company invested no more than RMB 7846 million to subscribe for the newly increased registered capital of yijingjie of up to RMB 3425271 million, and China soft capital investment invested no more than RMB 310.32 million to subscribe for the newly increased registered capital of yijingjie of up to RMB 13546986 million. The capital increase paid for this transaction is carried out by installment and confirmed one by one. Until the final delivery date, November 10, 2022, the company and China soft capital investment will confirm the final registered capital and shareholding ratio of yijingjie according to the paid in capital contribution. The registered capital of yijingjie will increase to no more than 903132 million yuan, of which the company and China soft capital investment jointly hold no more than 25% of its equity, and yijingjie is still a joint-stock company of the company. Whereas, the company plans to recommend an executive as a director of yijingjie, which is a related party of the company. According to the Listing Rules of Shanghai Stock Exchange, this transaction constitutes a connected transaction of foreign investment. For other details, please refer to the announcement of China National Software And Service Company Limited(600536) foreign investment related party transactions (2022028).
In order to complete the above investment, the company plans to adopt the mode of direct investment + investment through the proposed new subsidiary China soft financial investment enterprise management (Chengdu) Co., Ltd. (hereinafter referred to as China soft financial investment management), jointly invest with the related party China Power Jinxin Software Co., Ltd. (hereinafter referred to as Jinxin software) and its other party Tianjin Huahang Chuangke investment management partnership (limited partnership) (hereinafter referred to as Huahang Chuangke) to establish a limited partnership China soft financial investment. Among them, China soft financial investment management contributed 31100 yuan and subscribed for 0.01% of the property share of China soft financial investment. As the general partner and executive partner, it is responsible for managing the daily activities of China soft financial investment; The company, the related party Jinxin software and the other party Huahang Chuangke each contributed 1037722 million yuan to subscribe for 33.33% of its property share as a limited partner. The purpose of China soft financial investment is to make a special investment in Yi Jingjie and not invest in other projects. All the paid in funds of the limited partners will be used for capital increase and daily partnership operation of Yi Jingjie, which is controlled by the company. In order to complete the establishment of China soft financial investment, the company plans to invest in the establishment of a wholly-owned subsidiary, Shenzhen China Soft Information System Technology Co., Ltd., to set up a wholly-owned subsidiary, China soft financial investment management. The company has a registered capital of 4million yuan and is positioned for the daily management of China soft financial investment. According to the stock listing rules of Shanghai Stock Exchange, the transaction of investing in the establishment of China soft financial investment constitutes a connected transaction jointly invested with related parties. For other details, please refer to the announcement on connected transactions jointly invested by China National Software And Service Company Limited(600536) and related parties (2021027).
On the basis of due diligence, the board of directors of the company expressed opinions on the important evaluation basis such as the expected future annual income or cash flow of yijingjie, the subject matter of the transaction, the important evaluation parameters such as the discount rate used in the calculation model and the rationality of the evaluation conclusion, and considered that according to the asset evaluation of China Swiss Shilian Asset Evaluation Group Co., Ltd. with October 31, 2020 as the evaluation base date, It is estimated that the revenue of yijingjie in 2021 will be 246.01 million yuan. According to the assets appraisal of Zhongrui Shilian assets appraisal group Co., Ltd. with June 30, 2021 as the appraisal base date, the estimated income of yijingjie in 2021 is 1321006 million yuan. There are great differences in the above income expectations, mainly due to the Bank Of Guiyang Co.Ltd(601997) project undertaken by yijingjie
