Securities code: Aoshikang Technology Co.Ltd(002913) securities abbreviation: Aoshikang Technology Co.Ltd(002913) Announcement No.: 2022023
Aoshikang Technology Co.Ltd(002913)
Announcement on the resolution of the fourth meeting of the third 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、 Meetings of the board of directors
Aoshikang Technology Co.Ltd(002913) (hereinafter referred to as "the company") the fourth meeting of the third board of directors was held on Tuesday, April 19, 2022 in the conference room of the company - 2a-3201, building 2, Shenzhen Bay innovation and technology center, presided over by chairman Cheng Yong. The notice of this meeting was sent to all directors by fax and e-mail on April 9, 2022. There were 8 directors who should attend the meeting and 8 directors who actually attended the meeting. Among them, independent directors Mr. Wang Longji, Mr. Chen Shirong and Mr. Liu Huowang attended the meeting by means of communication, and the company's supervisors and some senior managers attended the meeting as nonvoting delegates.
The convening of this board meeting complies with the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
2、 Deliberations of the board meeting
(I) deliberated and adopted the proposal on the annual report of 2021 and its summary
In accordance with the standards for the contents and forms of information disclosure by companies offering securities to the public No. 2 - Contents and forms of annual reports (revised in 2021), the rules for the preparation of information disclosure by companies offering securities to the public No. 15 - General Provisions on financial reports (revised in 2014), and the measures for the administration of information disclosure by listed companies (revised in 2021) The 2021 annual report and the 2021 annual report summary of the company have been prepared in accordance with the requirements of the stock listing rules of Shenzhen Stock Exchange (revised in 2022), the self regulatory guide for listed companies of Shenzhen Stock Exchange No. 1 - business handling part IV: 4.1 matters related to periodic report disclosure and other relevant provisions.
See details disclosed by the company on cninfo.com（ http://www.cn.info.com.cn. ）The annual report of 2021 and its disclosure on cninfo.com（ http://www.cn.info.com.cn. ）And the 2021 annual report summary of the securities times.
(II) deliberated and adopted the proposal on the work report of the board of directors in 2021
In 2021, the board of directors of the company conscientiously performed its obligations and exercised its powers in strict accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the stock listing rules of Shenzhen Stock Exchange (revised in 2022) and other relevant laws and regulations, the articles of association, the rules of procedure of the board of directors and other provisions, strictly implemented the resolutions of the general meeting of shareholders, actively carried out all work of the board of directors and constantly standardized corporate governance, It ensures the good operation and sustainable development of the company. Now the work report of the board of directors in 2021 has been prepared.
The work report of the board of directors in 2021 is disclosed on cninfo.com on the same day as this announcement（ http://www.cn.info.com.cn. ）"Section III Management Discussion and analysis" of the 2021 annual report.
Voting results: 8 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
(III) deliberated and passed the proposal on the work report of the general manager in 2021
In 2021, under the leadership of the board of directors, the company's management team, with a high sense of responsibility to the company and shareholders, and in strict accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China and other laws and regulations, as well as the requirements of the articles of association, diligently implemented the resolutions of the board of directors and the general meeting of shareholders, led the management team to better complete all work in 2021. Now the general manager's work report for 2021 has been prepared.
Voting results: 8 in favor, 0 against and 0 abstention.
(IV) the proposal on the financial final accounts of 2021 and the financial budget report of 2022 was reviewed and approved. The company has completed the financial final accounts of 2021 and the financial budget of 2022 in accordance with the relevant provisions of the accounting standards for business enterprises and the articles of association. Now the financial final accounts of 2021 and the financial budget report of 2022 have been prepared.
See details disclosed by the company on cninfo.com（ http://www.cn.info.com.cn. ）And the financial final accounts of 2021 and the financial budget report of 2022 of the securities times.
Voting results: 8 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
(V) deliberated and passed the proposal on the special report on the deposit and actual use of raised funds in 2021
According to 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) issued by the CSRC The board of directors of the company prepared a special report on the deposit and use of raised funds in 2021 in combination with the actual situation of the company.
See details disclosed by the company on cninfo.com（ http://www.cn.info.com.cn. ）And the special report on the deposit and use of raised funds in 2021 of the securities times.
The independent directors have expressed their independent opinions with explicit consent to this proposal. For details, please refer to the company's disclosure on cninfo.com（ http://www.cn.info.com.cn. ）And "independent opinions of independent directors on matters related to the fourth meeting of the third board of directors" of the securities times.
The recommendation institution Guosen Securities Co.Ltd(002736) issued relevant verification opinions and the accountant issued the assurance report. Voting results: 8 in favor, 0 against and 0 abstention.
(VI) the proposal on the plan for profit distribution and conversion of capital reserve into share capital in 2021 was reviewed and approved. Based on the stable operation, good cash flow and future strategic development vision of the company in 2021, in order to actively repay shareholders and share the operating results of the company's development with all shareholders, on the premise of comprehensively considering the profitability, financial status, normal operation and long-term development of the company, The chairman of the company put forward the plan for profit distribution and conversion of capital reserve into share capital, as follows:
It is proposed to distribute cash dividends of 17 yuan (including tax) to all shareholders for every 10 shares based on the company's current total share capital of 160960968 shares, without bonus shares; At the same time, 10 shares for every 10 shares shall be converted to all shareholders by converting capital reserve into share capital.
If the total share capital of the company changes due to share repurchase, equity incentive exercise, implementation of employee stock ownership plan, refinancing and listing of new shares before the implementation of the distribution plan, the total number of distributable shares on the equity registration date when the distribution plan is implemented in the future shall be taken as the base, the total amount of profit distribution shall be adjusted accordingly according to the principle of unchanged distribution proportion per share, and the capital reserve shall be adjusted according to the principle of unchanged conversion proportion per share, Adjust the total amount of transferred increase accordingly.
See details disclosed by the company on cninfo.com（ http://www.cn.info.com.cn. ）And the announcement of 2021 profit distribution and capital reserve conversion plan of the securities times.
The independent directors have expressed their independent opinions with explicit consent to this proposal. For details, please refer to the company's disclosure on cninfo.com（ http://www.cn.info.com.cn. ）And "independent opinions of independent directors on matters related to the fourth meeting of the third board of directors" of the securities times.
Voting results: 8 in favor, 0 against and 0 abstention.
(VII) deliberated and passed the proposal on self-evaluation report on internal control in 2021
In order to further strengthen and standardize the company's internal control, improve the company's management level and risk prevention ability, and promote the standardized operation of the company, the company, in accordance with the rules for the preparation and reporting of information disclosure of companies offering securities to the public No. 21 - General Provisions on annual internal control evaluation report, the basic norms of enterprise internal control and its supporting guidelines, and other relevant provisions of internal control, Combined with the company's internal control system and evaluation methods, on the basis of daily and special supervision of internal control, the board of directors of the company carefully evaluated the implementation effect and efficiency of the company's internal control based on the principle of objectivity and prudence, made a self-evaluation on the company's internal control in 2021, and issued the self-evaluation report on internal control in 2021.
See details disclosed by the company on cninfo.com（ http://www.cn.info.com.cn. ）Self evaluation report on internal control in 2021.
The independent directors have expressed their independent opinions with explicit consent to this proposal. For details, please refer to the company's disclosure on cninfo.com（ http://www.cn.info.com.cn. ）And "independent opinions of independent directors on matters related to the fourth meeting of the third board of directors" of the securities times.
The recommendation institution Guosen Securities Co.Ltd(002736) issued relevant verification opinions and the accountant issued the assurance report. Voting results: 8 in favor, 0 against and 0 abstention.
(VIII) deliberated and passed the proposal on continuing the appointment of accounting firms
Tianzhi International Certified Public Accountants (special general partnership) is the audit institution of our company in 2021. During his tenure as the company's financial audit institution in 2021, he was diligent and responsible, and was able to comply with the requirements of the auditing standards for Chinese certified public accountants, abide by the professional ethics of the accounting firm, express opinions on the company's accounting statements objectively and fairly, and better fulfill the responsibilities and obligations of the audit institution. In addition to successfully completing the normal audit tasks, he also improved the company's accounting ability, Gave guidance and suggestions on strengthening the company's internal control, and successfully completed the company's audit in 2021. In view of this, in order to maintain the continuity and stability of the audit of the company's accounting statements and better serve the company and shareholders, it is proposed to reappoint the Institute as the company's audit institution in 2022 for a period of one year, which will take effect from the date of deliberation and approval by the general meeting of shareholders. The specific audit fee shall be submitted to the general meeting of shareholders for approval, and the board of directors shall authorize the management to determine it according to the specific workload and market price level of the audit in 2022.
See details disclosed by the company on cninfo.com（ http://www.cn.info.com.cn. ）And the announcement on renewing the appointment of accounting firms of the securities times.
Independent directors have expressed their prior approval opinions and independent opinions with explicit consent to this proposal. For details, please refer to the company's disclosure on cninfo.com（ http://www.cn.info.com.cn. ）And the "prior approval opinions of independent directors on matters related to the fourth meeting of the third board of directors" and the "independent opinions of independent directors on matters related to the fourth meeting of the third board of directors" of the securities times.
Voting results: 8 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
(IX) the proposal on changing the registered capital of the company and amending the articles of association was deliberated and adopted
The company has completed the grant registration of restricted shares in 2021, and the number of restricted shares granted is 2280716, which has been listed on Shenzhen Stock Exchange on January 27, 2022. After the grant, the total share capital of the company was changed from 158680252 shares to 160960968 shares, and the registered capital of the company was correspondingly changed from 158680252 yuan to 160960968 yuan. The company plans to revise and improve some provisions of the articles of association related to the registered capital and total number of shares of the company, and submit to the general meeting of shareholders to authorize the board of directors to go through relevant industrial and commercial change registration procedures.
See details disclosed by the company on cninfo.com（ http://www.cn.info.com.cn. ）And the articles of association of the securities times and their amendments.
Voting results: 8 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
(x) deliberated and passed the proposal on applying for comprehensive credit line from banks
If the total amount of credit granted to a wholly-owned subsidiary and a joint-stock holding subsidiary does not meet the needs of the development of a wholly-owned subsidiary and a wholly-owned subsidiary, it will be considered separately. If the total amount of credit granted to a wholly-owned subsidiary and a joint-stock holding subsidiary does not meet the needs of the bank, it will be considered separately. The credit line and credit term applied above shall be subject to the credit line and credit term actually approved by the bank. The purpose of bank credit includes but is not limited to working capital loan, bank acceptance bill line, letter of credit line, fixed asset loan, etc. the specific financing amount will be determined according to the actual demand of the company's working capital, and the actual financing amount between the bank and the company shall prevail.
The company requests the general meeting of shareholders to authorize the board of directors to handle the specific matters of signing the financing contract within the above limit, and agrees that the board of directors will delegate the general manager or relevant financial principals, subsidiaries and their management to exercise the financing decision-making power and sign financing related agreements within the above authorization. The aforesaid authorization shall be valid within 12 months from the date when the above proposal is deliberated and adopted by the general meeting of shareholders of the company.
See details disclosed by the company on cninfo.com（ http://www.cn.info.com.cn. ）And the announcement on applying for comprehensive credit line from banks of the securities times.
The independent directors have expressed their independent opinions with explicit consent to this proposal. For details, please refer to the company's disclosure on cninfo.com（ http://www.cn.info.com.cn. ）And "independent opinions of independent directors on matters related to the fourth meeting of the third board of directors" of the securities times.
Voting results: 8 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
（11） Deliberated and passed the proposal on providing guarantee amount for wholly-owned subsidiaries
In order to meet the needs of the company's overall business development funds, the company
