Securities code: Shareate Tools Ltd(688257) securities abbreviation: Shareate Tools Ltd(688257) Announcement No.: 2022005 Shareate Tools Ltd(688257)
Announcement of resolutions of the 9th meeting of the 4th 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 legal responsibility for the authenticity, accuracy and integrity of its contents according to law.
1、 Convening and attendance of the meeting
Shareate Tools Ltd(688257) (hereinafter referred to as “the company”) the ninth meeting of the Fourth Board of directors was held at 9 a.m. on April 19, 2022 in the conference room of the company, No. 6, Weixi Road, Suzhou Industrial Park, Jiangsu Province. The notice of the meeting was issued to all directors on April 9, 2022. The meeting was presided over by Mr. Wu Hehong, chairman of the board of directors. There were 7 directors who should attend the meeting, 7 actually attended the meeting, and all supervisors and senior executives of the company attended the meeting as nonvoting delegates. The meeting was held in accordance with the relevant provisions of the company law and the articles of association, and the resolutions made were legal and valid. 2、 Deliberation of proposals
（1） The proposal on the company’s 2021 annual report and its summary was deliberated and adopted
The preparation and review procedures of the company’s 2021 annual report comply with relevant laws and regulations, the articles of association and the provisions of the company’s internal management system. The company’s 2021 annual report fairly reflects the company’s financial situation and operating results in 2021. The information disclosed is true, accurate and complete, and there are no false records, misleading statements or major omissions.
Voting results: 7 in favor, 0 against, 0 abstention and 0 avoidance.
This 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 Shareate Tools Ltd(688257) 2021 and its summary.
（2） Deliberated and passed the proposal on the company’s 2021 annual financial statement report
In accordance with relevant laws and regulations, normative documents and the articles of association, the company has prepared the annual report of Shareate Tools Ltd(688257) 2021 based on the company’s annual operation and financial situation in 2021
Voting results: 7 in favor, 0 against, 0 abstention and 0 avoidance.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
（3） The proposal on the company’s 2022 annual financial budget report was deliberated and adopted
According to the company’s established business objectives, industry development trend and market forecast, the company has prepared the financial budget report for Shareate Tools Ltd(688257) 2022 based on the analysis of the overall industry situation, the 2022 budget submitted by various departments and the actual production and operation status in 2021. Voting results: 7 in favor, 0 against, 0 abstention and 0 avoidance.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
（4） Deliberated and passed the proposal on the work report of the board of directors of the company in 2021
In 2021, the board of directors of the company earnestly performed the duties of the board of directors, strictly implemented the resolutions of the general meeting of shareholders, continuously improved corporate governance, continuously promoted the standardized operation of the company, and fully safeguarded the legitimate rights and interests of the company and shareholders in strict accordance with the provisions of relevant laws and regulations, normative documents and company systems. According to the operation of the company and the work of the board of directors in 2021, the board of directors of the company prepared the work report of the board of directors in Shareate Tools Ltd(688257) 2021.
Voting results: 7 in favor, 0 against, 0 abstention and 0 avoidance.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
（5） Deliberated and passed the proposal on the work report of the company’s independent directors in 2021
In 2021, all independent directors of the company, in the spirit of diligence, independence and good faith, earnestly perform their obligations as independent directors, give full play to the role of independent directors, put forward reasonable suggestions to the company based on their accumulated professional knowledge and practice experience, and pay attention to the development of the company; At the same time, it carefully reviewed various meeting proposals, financial reports and other documents, issued relevant written opinions according to the scope of responsibilities of independent directors and special committees, and actively promoted the objectivity and scientificity of the decision-making of the board of directors. Independent directors have submitted a report on their work to the board of directors of the company and will report on their work at the 2021 annual general meeting of shareholders of the company.
Voting results: 7 in favor, 0 against, 0 abstention and 0 avoidance.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Report on the work of independent directors in Shareate Tools Ltd(688257) 2021 disclosed.
（6） The proposal on the performance report of the audit committee of the board of directors in 2021 was deliberated and adopted
In 2021, all members of the audit committee of the board of directors of the company were able to faithfully and diligently perform their duties, make full use of professional knowledge, carefully analyze and judge the matters considered during the year and make reasonable decisions, which effectively promoted the standardized operation of the company.
Voting results: 7 in favor, 0 against, 0 abstention and 0 avoidance.
For details, please refer to the website of 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 Shareate Tools Ltd(688257) 2021. （7） The proposal on the president’s work report of the company in 2021 was deliberated and adopted
In 2021, the president of the company strictly abided by the company law, securities law and other laws and regulations as well as the relevant provisions of the articles of association, earnestly performed the responsibilities entrusted by the board of directors, standardized operation and scientific decision-making, and actively promoted the development of all businesses of the company.
Voting results: 7 in favor, 0 against, 0 abstention and 0 avoidance.
（8） The proposal on confirming related party transactions in 2021 and daily related party transactions expected in 2022 was deliberated and adopted
The daily related party transactions between the company and related parties are transactions to meet the needs of the company’s daily business development. The relevant transactions take the market fair price as the pricing principle and are carried out in accordance with the principles of fairness, openness and impartiality. There is no transfer of interests or damage to the interests of the company and minority shareholders. The company maintains independence with related parties in the transaction process, and the related parties have good performance ability, which is conducive to the continuous development of the company’s normal business and will not have an adverse impact on the company’s performance and financial status.
Voting results: 5 in favor, 0 against, 0 abstention and 2 avoidance votes. Mr. Wu Hehong and Mr. Yuan AI, affiliated directors, have avoided voting.
Independent directors have expressed their prior approval opinions and independent opinions on this proposal.
This 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.) Announcement of Shareate Tools Ltd(688257) on confirmation of connected transactions in 2021 and daily connected transactions expected in 2022 disclosed.
（9） The proposal on the self-evaluation report of the company’s internal control in 2021 was deliberated and adopted
In accordance with the requirements of the company law, the Listing Rules of the science and Innovation Board of Shanghai Stock Exchange, the basic norms of enterprise internal control and its supporting guidelines, and in combination with the company’s internal control system and evaluation methods, the company has prepared the Shareate Tools Ltd(688257) 2021 annual internal control self evaluation report.
Voting results: 7 in favor, 0 against, 0 abstention and 0 avoidance.
The independent directors of the company have expressed their independent opinions on this proposal.
（10） Deliberated and passed the proposal on re employment of financial audit institutions and internal control audit institutions in 2022
In the process of providing financial audit for the company in 2021, notarial Tianye Certified Public Accountants (special general partnership) has followed the objective, independent and impartial professional standards, and has the independence, sufficient experience and professional competence to provide audit services for listed companies. It is proposed to continue to appoint notarial Tianye Certified Public Accountants (special general partnership) as the financial audit institution and internal control audit institution of the company in 2022.
Voting results: 7 in favor, 0 against, 0 abstention and 0 avoidance.
Independent directors have expressed their prior approval opinions and independent opinions on this proposal.
This 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.) Announcement of Shareate Tools Ltd(688257) on re employment of financial audit institutions and internal control audit institutions in 2022 disclosed.
（11） The proposal on the company’s profit distribution plan for 2021 was reviewed and approved
The company plans to distribute a cash dividend of RMB 5 (including tax) for every 10 shares to all shareholders based on the total share capital on the date of equity distribution registration, and will not convert capital reserve into share capital or bonus shares. As of December 31, 2021, the total share capital of the company is 92800000 shares. Based on this calculation, it is expected to distribute a total cash dividend of RMB 46400000 (including tax), accounting for 34.06% of the net profit attributable to shareholders of Listed Companies in the consolidated statements of the company in 2021. If the total share capital of the company changes before the equity registration date of equity distribution, the company plans to keep the total distribution unchanged and adjust the distribution amount per share accordingly.
Voting results: 7 in favor, 0 against, 0 abstention and 0 avoidance.
Independent directors have expressed their independent opinions on this proposal.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Announcement of Shareate Tools Ltd(688257) on profit distribution plan for 2021 disclosed.
（12） The proposal on the special report on the deposit and actual use of the company’s raised funds in 2021 was reviewed and approved
The company has prepared the special report on the deposit and actual use of raised funds in Shareate Tools Ltd(688257) 2021 in accordance with the relevant provisions of the Listing Rules of Shanghai Stock Exchange, the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies (revised in 2022), and the guidelines for the self discipline supervision of listed companies on Shanghai Stock Exchange No. 1 – standardized operation.
Voting results: 7 in favor, 0 against, 0 abstention and 0 avoidance.
Independent directors have expressed their independent opinions on this proposal.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Special report on the deposit and actual use of raised funds in Shareate Tools Ltd(688257) 2021 disclosed.
（13） The proposal on the 2022 annual remuneration plan of the company’s directors was deliberated and adopted
In 2022, the allowance standard for independent directors of the company is RMB 5000 / month / person (before tax) and RMB 60000 / year / person (before tax). Non independent directors who hold specific administrative positions in the company receive remuneration according to their specific positions in the company and the relevant remuneration and performance appraisal management system of the company, but do not receive remuneration for their positions as directors. Non independent directors who do not hold specific administrative positions in the company will not receive remuneration from the company or directors.
Voting results: 7 in favor, 0 against, 0 abstention and 0 avoidance.
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 of the company for deliberation.
（14） Deliberated and passed the proposal on the remuneration plan of the company’s supervisors in 2022
In 2022, supervisors holding specific administrative positions in the company received remuneration according to their specific positions in the company and the relevant remuneration and performance appraisal management system of the company, but did not receive remuneration for supervisors. Supervisors who do not hold specific administrative positions in the company will not receive remuneration from the company or from the position of supervisor.
Voting results: 7 in favor, 0 against, 0 abstention and 0 avoidance.
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 of the company for deliberation.
（15） Deliberated and passed the proposal on the 2022 annual salary plan for senior managers of the company
In 2022, the company’s senior managers received salary according to the company’s relevant salary and performance appraisal management system, and the salary was determined by the basic salary, post salary, various subsidies, performance appraisal results and annual bonus according to their posts and working years. The salary and appraisal committee of the company’s board of directors was responsible for formulating the salary scheme and formulating the appraisal standard of the company’s senior managers, which was implemented after being approved by the board of directors.
Voting results: 7 in favor, 0 against, 0 abstention and 0 avoidance.
The independent directors of the company have expressed their independent opinions on this proposal.
（16） The proposal on the implementation of the remuneration of the company’s senior managers in 2021 was deliberated and adopted. For the implementation of the remuneration of the company’s senior managers in 2021, see “VI. situation of directors, supervisors and senior managers” in “section IV corporate governance” of the 2021 annual report. The salary paid by the company’s senior managers in 2021 is fair and reasonable, in line with the company’s relevant salary policies and assessment standards, and there is no violation of the relevant salary management system.
Voting results: 7 in favor, 0 against, 0 abstention and 0 avoidance.
The independent directors of the company have expressed their independent opinions on this proposal.
（17） Deliberated and passed the proposal on the change of accounting policies of the company
This accounting policy change is based on the relevant documents of the Ministry of finance
