Securities code: Suzhou Huaya Intelligence Technology Co.Ltd(003043) securities abbreviation: Suzhou Huaya Intelligence Technology Co.Ltd(003043) Announcement No.: 2022007 Suzhou Huaya Intelligence Technology Co.Ltd(003043)
Announcement of resolutions of the 10th meeting of the second 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. 1、 Meetings of the board of supervisors
Suzhou Huaya Intelligence Technology Co.Ltd(003043) (hereinafter referred to as “the company”) held the 10th meeting of the second session of the board of supervisors on April 18, 2022. The notice of the meeting was delivered to all supervisors by hand, email and telephone on April 8, 2022.
The meeting was presided over by Han Xupeng, chairman of the board of supervisors of the company. There were 3 supervisors who should attend and 3 supervisors who actually attended. Directors and senior executives of the company attended the meeting as nonvoting delegates. The convening and convening of the meeting shall comply with the relevant provisions of the company law and the articles of association. 2、 Resolutions of the board of supervisors
The meeting was voted by open ballot. After full discussion and deliberation by the supervisors attending the meeting, the following resolutions were formed: 1. The proposal on the full text and summary of the 2021 annual report was considered and adopted
After review, the board of supervisors believes that the procedures for the preparation and review of the full text and summary of the company’s 2021 annual report by the board of directors comply with laws, administrative regulations and the provisions of the CSRC. The contents of the report truly, accurately and completely reflect the actual situation of the listed company, and there are no false records, misleading statements or major omissions. For details, please refer to cninfo.com, the information disclosure website designated by the CSRC on the same day（ http://www.cn.info.com.cn. ）Full text of 2021 annual report and summary of 2021 annual report.
Voting: 3 in favor, 0 against and 0 abstention.
Voting result: deliberated and adopted. 2. The proposal on the work report of the board of supervisors in 2021 was deliberated and adopted
For details, please refer to cninfo.com, the information disclosure website designated by the CSRC on the same day（ http://www.cn.info.com.cn. ）Disclosed the work report of the board of supervisors in 2021.
Voting: 3 in favor, 0 against and 0 abstention.
Voting result: deliberated and adopted.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation. 3. The proposal on the financial final accounts report of 2021 was deliberated and adopted
For details, please refer to cninfo.com, the information disclosure website designated by the CSRC on the same day（ http://www.cn.info.com.cn. ）Disclosed financial final accounts report of 2021.
Voting: 3 in favor, 0 against and 0 abstention.
Voting result: deliberated and adopted.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation. 4. The proposal on 2021 annual audit report was deliberated and adopted
For details, please refer to cninfo.com, the information disclosure website designated by the CSRC on the same day（ http://www.cn.info.com.cn. ）Disclosed 2021 annual audit report.
Voting: 3 in favor, 0 against and 0 abstention.
Voting result: deliberated and adopted.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation. 5. The proposal on self-evaluation report on internal control in 2021 was considered and adopted
For details, please refer to cninfo.com, the information disclosure website designated by the CSRC on the same day（ http://www.cn.info.com.cn. ）Self evaluation report on internal control in 2021 disclosed.
Voting: 3 in favor, 0 against and 0 abstention.
Voting result: deliberated and adopted.
The recommendation institution issued the verification opinions on the self evaluation report on internal control for the year Suzhou Huaya Intelligence Technology Co.Ltd(003043) 2021.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation. 6. The proposal on internal control assurance report in 2021 was considered and adopted
For details, please refer to cninfo.com, the information disclosure website designated by the CSRC on the same day（ http://www.cn.info.com.cn. ）Internal control assurance report in 2021 disclosed.
Voting: 3 in favor, 0 against and 0 abstention.
Voting result: deliberated and adopted.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation. 7. The proposal on the special report on the deposit and use of raised funds in 2021 was reviewed and approved
For details, please refer to cninfo.com, the information disclosure website designated by the CSRC on the same day（ http://www.cn.info.com.cn. ）Special report on the deposit and use of raised funds in 2021 disclosed.
Voting: 3 in favor, 0 against and 0 abstention.
Voting result: deliberated and adopted.
Tianheng Certified Public Accountants issued the verification report on the deposit and use of raised funds in 2021, and the sponsor issued the special verification report on the deposit and use of raised funds in Suzhou Huaya Intelligence Technology Co.Ltd(003043) 2021.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation. 8. The board of supervisors considered and passed the proposal on the plan for profit distribution and conversion of capital reserve into share capital in 2021. The board of supervisors considered that the plan for profit distribution and conversion of capital reserve into share capital in 2021 prepared by the company was in line with the actual situation of the company, the provisions of relevant laws and regulations and the articles of association, did not damage the interests of shareholders, especially small and medium-sized shareholders, and was conducive to the normal operation and healthy development of the company. It is agreed to submit the proposal on the plan for profit distribution and conversion of capital reserve into share capital in 2021 to the 2021 annual general meeting of shareholders of the company for deliberation.
For details, please refer to cninfo.com, the information disclosure website designated by the CSRC on the same day（ http://www.cn.info.com.cn. ）The announcement on the plan for profit distribution and conversion of capital reserve into share capital in 2021.
Voting: 3 in favor, 0 against and 0 abstention.
Voting result: deliberated and adopted.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation. 9. The proposal on using some temporarily idle raised funds for cash management was deliberated and adopted
The board of supervisors believes that the company plans to use part of the idle raised funds for cash management, which is conducive to improving the efficiency of fund use, obtaining certain investment benefits, and will not affect the normal production and operation of the company and the normal progress of the raised funds. There is no behavior of changing the purpose of the raised funds in a disguised form, which is in line with the interests of the company and all shareholders, and there is no situation that damages the interests of the company and all shareholders, especially minority shareholders, The decision-making and review procedures are legal and compliant.
Therefore, it is agreed that the company will use idle raised funds with a total amount of no more than RMB 300 million for cash management.
For details, please refer to cninfo.com, the information disclosure website designated by the CSRC on the same day（ http://www.cn.info.com.cn. ）Announcement on cash management using some idle raised funds disclosed.
Voting: 3 in favor, 0 against and 0 abstention.
Voting result: deliberated and adopted.
The recommendation institution issued the verification opinions on Suzhou Huaya Intelligence Technology Co.Ltd(003043) using some temporarily idle raised funds for cash management. 10. The proposal on using some short-term idle self owned funds for cash management was deliberated and adopted
The board of supervisors believes that the company plans to use some short-term idle self owned funds for cash management, which is conducive to improving the efficiency of fund use, obtaining certain investment benefits, which is in line with the interests of the company and all shareholders. There is no situation that damages the interests of the company and all shareholders, especially minority shareholders. The decision-making and deliberation procedures are legal and compliant. Therefore, it is agreed that the company will use short-term idle self owned funds with a total amount of no more than RMB 200 million for cash management.
For details, please refer to cninfo.com, the information disclosure website designated by the CSRC on the same day（ http://www.cn.info.com.cn. ）Announcement on using some short-term idle self owned funds for cash management disclosed.
Voting: 3 in favor, 0 against and 0 abstention.
Voting result: deliberated and adopted.
The recommendation institution issued the verification opinions on Suzhou Huaya Intelligence Technology Co.Ltd(003043) using some short-term idle self owned funds for cash management. 11. The proposal on applying for bank comprehensive credit line was deliberated and adopted
For details, please refer to cninfo.com, the information disclosure website designated by the CSRC on the same day（ http://www.cn.info.com.cn. ）Announcement on applying for bank comprehensive credit line disclosed by the company.
Voting: 3 in favor, 0 against and 0 abstention.
Voting result: deliberated and adopted.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation. 12. Review the proposal on the remuneration scheme of supervisors in 2022
For details, please refer to cninfo.com, the information disclosure website designated by the CSRC on the same day（ http://www.cn.info.com.cn. ）Announcement on the remuneration (allowance) scheme of directors, supervisors and senior managers in 2022 disclosed by the company.
All supervisors of the company avoided the proposal.
Voting: 0 for, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation. As related matters are involved, Han Xupeng, chairman of the board of supervisors of the company, will avoid voting on this proposal at the general meeting of shareholders. 13. The proposal on the company’s compliance with the conditions for public issuance of convertible corporate bonds was deliberated and adopted
The company carefully compares the requirements of listed companies for public issuance of convertible corporate bonds, conducts self-examination on the actual situation of the company item by item, and confirms that all conditions of the company meet the relevant provisions of current laws, regulations and normative documents on public issuance of convertible corporate bonds by listed companies, meet the conditions of public issuance of convertible corporate bonds by listed companies, and apply for public issuance of convertible corporate bonds.
Voting: 3 in favor, 0 against and 0 abstention.
Voting result: deliberated and adopted.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation. 14. The proposal on the company’s public issuance of convertible corporate bonds 14.1 types of securities issued this time was deliberated and adopted one by one
The type of securities issued this time is convertible corporate bonds that can be converted into A-Shares of the company. The convertible corporate bonds and A-Shares of the company to be converted in the future will be listed on the Shenzhen Stock Exchange.
Voting: 3 in favor, 0 against and 0 abstention.
Voting result: deliberated and adopted.
14.2 issuance scale
According to relevant laws and regulations and in combination with the company’s financial situation and investment plan, the total amount of funds to be raised from the public offering of convertible corporate bonds is no more than RMB 340 million (including RMB 340 million). The specific issuance scale shall be submitted to the general meeting of shareholders of the company to authorize the board of directors or persons authorized by the board of directors to determine within the above limit.
Voting: 3 in favor, 0 against and 0 abstention.
Voting result: deliberated and adopted.
14.3 bond term
The term of convertible corporate bonds issued this time is six years from the date of issuance.
Voting: 3 in favor, 0 against and 0 abstention.
Voting result: deliberated and adopted.
14.4 par value and issue price
The face value of each convertible corporate bond issued this time is RMB 100, which is issued at face value.
Voting: 3 in favor, 0 against and 0 abstention.
Voting result: deliberated and adopted.
14.5 coupon rate
The coupon rate of convertible corporate bonds issued this time shall be submitted to the general meeting of shareholders of the company to authorize the board of directors or the authorized person of the board of directors to negotiate and determine with the sponsor and lead underwriter according to national policies, market conditions and specific conditions of the company.
Voting: 3 in favor, 0 against and 0 abstention.
Voting result: deliberated and adopted.
14.6 term and method of repayment of principal and interest
The convertible corporate bonds issued this time adopt the interest payment method of paying interest once a year, and return the principal and interest of the last year when due.
(1) Annual interest calculation
The interest in the interest bearing year (hereinafter referred to as “annual interest”) refers to the current interest enjoyed by the holders of convertible corporate bonds for each full year from the first date of issuance of convertible corporate bonds according to the total face value of convertible corporate bonds. The calculation formula of annual interest is:
I=B × i
1: Refers to the annual interest amount;
B: Refers to the total face value of convertible corporate bonds held by the holders of convertible corporate bonds issued this time on the date of interest payment creditor’s rights registration in the interest bearing year (hereinafter referred to as “current year” or “each year”);
i: Refers to the coupon rate of convertible corporate bonds in the current year.
(2) Interest payment method
① The interest payment method of convertible corporate bonds is once a year, and the starting date of interest calculation is the first day of issuance of convertible corporate bonds. The tax payable on the interest income obtained by the holders of convertible corporate bonds shall be borne by the holders of convertible corporate bonds.
② Interest payment date: the interest payment date of each year is the date of each full year from the first day of the issuance of convertible corporate bonds. If the day is a legal holiday or rest day, it shall be postponed to the next trading day without additional interest. The interest year is between two adjacent interest payment days.
The ownership of interest and dividends in the year of share conversion shall be determined by the board of directors of the company in accordance with relevant laws and regulations and the provisions of Shenzhen Stock Exchange.
③ Interest payment creditor’s right registration date: the interest payment creditor’s right registration date of each year is the annual interest payment date
