Securities code: 300455 securities abbreviation: Beijing Ctrowell Technology Corporation Limited(300455) Announcement No.: 2022-001 Beijing Ctrowell Technology Corporation Limited(300455)
Announcement of resolutions of the 8th meeting of the 4th 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 8th meeting of the 4th board of directors of Beijing Ctrowell Technology Corporation Limited(300455) (hereinafter referred to as “the company”) was held by means of communication in the company’s conference room on January 10, 2022. The meeting has been notified to all directors by telephone and e-mail on December 31, 2021. The meeting was presided over by Mr. Xia Gang, chairman of the company. There were 8 directors who should attend the meeting, and 8 directors actually attended the meeting. Supervisors and senior managers of the company attended the meeting as nonvoting delegates. The meeting was convened and held in accordance with the company law of the people’s Republic of China and the Beijing Ctrowell Technology Corporation Limited(300455) articles of association, which is legal and effective.
After careful deliberation by the directors attending the meeting, the meeting adopted the following resolutions:
1、 Deliberated and passed the proposal on Amending the articles of Association
The specific contents of the revised articles of association and the revised instructions are detailed in the relevant announcement published by the company on the gem information disclosure website designated by the CSRC on the same day.
Voting results: 8 affirmative votes; Negative vote: 0; There were no abstentions. Considered and adopted.
This proposal needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
2、 The proposal on Amending the rules of procedure of the general meeting of shareholders was deliberated and adopted
For the details of the revised rules of procedure of the general meeting of shareholders and the revised instructions, see the relevant announcement published by the company on the gem information disclosure website designated by the CSRC on the same day.
Voting results: 8 affirmative votes; Negative vote: 0; There were no abstentions. Considered and adopted.
This proposal needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
3、 The proposal on Amending the rules of procedure of the board of directors was deliberated and adopted
For the details of the revised rules of procedure of the board of directors and the revised instructions, see the relevant announcement published by the company on the gem information disclosure website designated by the CSRC on the same day.
Voting results: 8 affirmative votes; Negative vote: 0; There were no abstentions. Considered and adopted.
This proposal needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
4、 The proposal on Revising the working rules of the general manager was deliberated and adopted
For the details of the revised working rules for the general manager and the revised instructions, see the relevant announcement published by the company on the gem information disclosure website designated by the CSRC on the same day.
Voting results: 8 affirmative votes; Negative vote: 0; There were no abstentions. Considered and adopted.
5、 The proposal on Amending the measures for the administration of external guarantees was deliberated and adopted
See the relevant announcement published by the company on the gem information disclosure website designated by the CSRC on the same day for the specific contents of the revised Measures for the administration of external guarantees and the revised instructions.
Voting results: 8 affirmative votes; Negative vote: 0; There were no abstentions. Considered and adopted.
This proposal needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
6、 The proposal on by election of directors was deliberated and adopted
With 8 affirmative votes, 0 negative votes and 0 abstention votes, the proposal on nominating Mr. Cai Tian as a candidate for non independent director of the Fourth Board of directors of the company was deliberated and adopted.
For details of the announcement on by election of directors, see the relevant announcement published by the company on the gem information disclosure website designated by the CSRC on the same day. The independent directors of the company expressed their independent opinions on this proposal.
This proposal needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
7、 The proposal on the appointment of chief financial officer was deliberated and passed
For details of the announcement on the appointment of chief financial officer, see the relevant announcement published by the company on the gem information disclosure website designated by the CSRC on the same day. The independent directors of the company expressed their independent opinions on this proposal.
Voting results: 8 affirmative votes; Negative vote: 0; There were no abstentions. Considered and adopted.
8、 Deliberated and passed the proposal on the tenure system and contractual management scheme of management members
In order to further stimulate the vitality of the company’s core management team, improve the market-oriented selection and employment mechanism, and implement the relevant spirit of the CPC Central Committee and the State Council on deepening the reform of state-owned enterprises, the company carries out the tenure system and contractual management of management members. By clarifying the term of office of the members of the management and the post appointment agreement, agreeing on the term of office objectives, implementing the term assessment, cashing in the salary according to the assessment results, implementing the appointment or dismissal, further strengthening the equivalence of responsibilities, rights and obligations of the members of the management, so as to realize the “increase and decrease” of income and “promotion and demotion” of positions, Promote the continuous improvement of the company’s economic benefits and competitive strength, and promote the company to achieve high-quality development. The independent directors of the company expressed their independent opinions on this proposal.
Voting results: 8 affirmative votes; Negative vote: 0; There were no abstentions. Considered and adopted.
9、 The proposal on convening the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted
The company will hold the first extraordinary general meeting of shareholders in 2022 at 14:00 p.m. on Wednesday, January 26, 2022. For details of the notice on convening the first extraordinary general meeting of shareholders in 2022, see the relevant announcement published by the company on the gem information disclosure website designated by the CSRC on the same day.
Voting results: 8 affirmative votes; Negative vote: 0; There were no abstentions. Considered and adopted.
It is hereby announced.
Beijing Ctrowell Technology Corporation Limited(300455) board of directors January 10, 2022
