Securities code: Suzhou Huaya Intelligence Technology Co.Ltd(003043) securities abbreviation: Suzhou Huaya Intelligence Technology Co.Ltd(003043) Announcement No.: 2022006 Suzhou Huaya Intelligence Technology Co.Ltd(003043)
Announcement of resolutions of the 12th meeting of the second 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. 1、 Convening of the board of directors
Suzhou Huaya Intelligence Technology Co.Ltd(003043) (hereinafter referred to as “the company”) held the 12th meeting of the second board of directors in the company’s conference room on April 18, 2022 by on-site combined with communication. The notice of the meeting was delivered to all directors by hand, mail, communication and other means on April 8, 2022.
The meeting was presided over by Wang Cainan, chairman of the company. There were 5 directors who should attend and 5 actually attended. (including: independent director yuan Xiuguo and independent director Ma Yahong attended by means of communication). Supervisors 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 directors 1. The proposal on the full text and summary of the 2021 annual report was considered and adopted
The board of directors reviewed and approved the full text and summary of the annual report for 2021. The board of directors believed that the annual report and summary truly reflected the financial situation and operating results of the company in 2021, and there were no false records, misleading statements and 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 disclosed.
Voting: 5 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. 2. The proposal on the work report of the board of directors in 2021 was deliberated and adopted
（ http://www.cn.info.com.cn. ）Disclosed the work report of the board of directors in 2021.
Voting: 5 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.
Yuan Xiuguo and Ma Yahong, the independent directors of the company, submitted the report on the work of independent directors in 2021 and will report on their work at the 2021 annual general meeting of shareholders. 3. The proposal on the work report of the general manager 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. ）2021 general manager’s work report disclosed by the company.
Voting: 5 in favor, 0 against and 0 abstention.
Voting result: deliberated and adopted. 4. 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: 5 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 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: 5 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. 6. 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 result: deliberated and adopted.
Independent directors have expressed their independent opinions on this proposal. 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. 7. 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: 5 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. 8. 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: 5 in favor, 0 against and 0 abstention.
Voting result: deliberated and adopted.
The independent directors gave their independent opinions on this proposal. 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. 9. The proposal on phased construction of foreign investment projects 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 phased construction of foreign investment projects disclosed.
Voting: 5 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. 10. The proposal on changing the name, business scope and increasing the registered capital of the company’s subsidiaries 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. ）The announcement on changing the name, business scope and increasing the registered capital of the company’s subsidiaries.
Voting: 5 in favor, 0 against and 0 abstention.
Voting result: deliberated and adopted. 11. The proposal on profit distribution and conversion of capital reserve into share capital 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. ）The announcement on the plan for profit distribution and conversion of capital reserve into share capital in 2021.
Voting: 5 in favor, 0 against and 0 abstention.
Voting result: deliberated and adopted.
Independent directors have expressed their independent opinions on this proposal.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation. 12. The proposal on using some temporarily idle raised funds for cash management 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 cash management using some idle raised funds disclosed.
Voting: 5 in favor, 0 against and 0 abstention.
Voting result: deliberated and adopted.
Independent directors have expressed their independent opinions on this proposal. The recommendation institution issued the verification opinions on Suzhou Huaya Intelligence Technology Co.Ltd(003043) using some temporarily idle raised funds for cash management. 13. The proposal on using some short-term idle self owned funds for cash management 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 using some short-term idle self owned funds for cash management disclosed.
Voting: 5 in favor, 0 against and 0 abstention.
Voting result: deliberated and adopted.
Independent directors have expressed their independent opinions on this proposal. 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. 14. 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: 5 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. 15. Deliberating the proposal on the remuneration (allowance) scheme of directors 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 directors of the company withdrew this proposal.
Voting: 0 for, 0 against and 0 abstention.
Independent directors have expressed their independent opinions on this proposal.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation. The actual controllers of the company, Wang Cainan, Lu Qiaoying, Wang Jingyu and the shareholders of the company, Suzhou chunyuxin investment consulting service partnership (limited partnership), will abstain from voting on this proposal at the general meeting of shareholders. 16. The proposal on the remuneration scheme of non director senior managers in 2022 was deliberated and adopted
In order to fully mobilize the enthusiasm and creativity of the company’s senior managers (excluding those who hold the position of director of the company), improve the level of operation and management, and promote the steady and effective development of the company, the remuneration plan of the company’s senior managers for 2022 is formulated according to the principle of coordination of risks, responsibilities and interests, industry conditions and the actual situation of the company’s production and operation.
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.
Voting: 5 in favor, 0 against and 0 abstention.
Voting result: deliberated and adopted.
Independent directors have expressed their independent opinions on this proposal. 17. 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: 5 in favor, 0 against and 0 abstention.
Voting result: deliberated and adopted.
Independent directors have expressed their independent opinions on this proposal.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation. 18. The proposal on the company’s public issuance of convertible corporate bonds was deliberated and adopted one by one
18.1 types of securities issued this time
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: 5 in favor, 0 against and 0 abstention.
Voting result: deliberated and adopted.
18.2 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: 5 in favor, 0 against and 0 abstention.
Voting result: deliberated and adopted.
18.3 term of bonds
The term of convertible corporate bonds issued this time is six years from the date of issuance.
Voting: 5 in favor, 0 against and 0 abstention.
Voting result: deliberated and adopted.
18.4 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: 5 in favor, 0 against and 0 abstention.
Voting result: deliberated and adopted.
18.5 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: 5 in favor, 0 against and 0 abstention.
Voting result: deliberated and adopted.
18.6 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
Interest for interest year（
