Securities code: Jiangsu Bide Science And Technology Co.Ltd(605298) securities abbreviation: Jiangsu Bide Science And Technology Co.Ltd(605298) Announcement No.: 2021008 Jiangsu Bide Science And Technology Co.Ltd(605298)
Announcement on resolutions of the fourth meeting of the third 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 individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
1、 Meetings of the board of directors
Jiangsu Bide Science And Technology Co.Ltd(605298) (hereinafter referred to as "the company") the board of directors sent the notice of the fourth meeting of the third board of directors (hereinafter referred to as "the meeting") to all directors by email, telephone and other means on April 9, 2022. The meeting was held by video at 9:30 a.m. on April 20, 2022. 8 directors should be present at this meeting, and 8 actually. The meeting was convened and presided over by Mr. Wang Jianqun, chairman of the board. All supervisors and senior managers of the company attended the meeting as nonvoting delegates. The convening and convening procedures of this meeting comply with the provisions of the company law and the articles of association, and the resolutions of the meeting are legal and effective.
2、 Deliberations of the board meeting
After deliberation and voting by the directors present, the following proposals were unanimously adopted:
1. Deliberated and passed the proposal on the work report of the general manager of the company in 2021
Voting: 8 in favor, 0 against and 0 abstention.
2. Deliberated and passed the proposal on the work report of the board of directors of the company in 2021
Voting: 8 in favor, 0 against and 0 abstention.
This proposal needs to be deliberated and approved by the general meeting of shareholders.
3. The proposal on the 2021 annual work report of independent directors of the company was deliberated and adopted
Voting: 8 in favor, 0 against and 0 abstention.
This proposal needs to be deliberated and approved by the general meeting of shareholders.
4. The proposal on Approving the submission of the company's 2021 annual audit report was deliberated and adopted
Voting: 8 in favor, 0 against and 0 abstention.
5. The proposal on the company's 2021 annual report and summary of annual report was deliberated and passed
Voting: 8 in favor, 0 against and 0 abstention
See China Securities News, Shanghai Securities News, securities times, securities daily and other information disclosure media designated by the company and the website of Shanghai Stock Exchange (www.sse. Com. CN) for details The full text and summary of the company's 2021 annual report announced on the same day.
This proposal needs to be deliberated and approved by the general meeting of shareholders.
6. Deliberated and adopted the financial final accounts report of 2021
Voting: 8 in favor, 0 against and 0 abstention
This proposal needs to be deliberated and approved by the general meeting of shareholders.
7. The proposal on the self-evaluation report of the company's internal control in 2021 was deliberated and adopted
For details, please refer to China Securities News, Shanghai Securities News, securities times, securities daily and other information disclosure media designated by the company and the website of Shanghai Stock Exchange (www.sse. Com. CN.) Internal control evaluation report of Jiangsu Bide Science And Technology Co.Ltd(605298) 2021 announced on the same day.
The independent directors of the company have expressed their independent opinions on this proposal. See the website of Shanghai Stock Exchange (www.sse. Com. CN) for details.
Voting: 8 in favor, 0 against and 0 abstention
8. The proposal on the company's plan for profit distribution and conversion of capital reserve into share capital in 2021 was reviewed and approved. The company plans to distribute cash dividends of RMB 4 (including tax) to all shareholders for every 10 shares based on the total share capital registered on the equity registration date when the equity distribution is implemented. As of December 31, 2021, the total share capital of the company was 108 million shares, and a total cash dividend of 43.2 million yuan (including tax) was distributed. At the same time, the capital reserve was transferred to all shareholders to increase the share capital, and 3 shares were added for every 10 shares. As of December 31, 2021, the total share capital of the company was 108 million shares, and a total of 32.4 million shares were added. After this transfer, the total share capital of the company was 140.4 million shares.
For details, please refer to China Securities News, Shanghai Securities News, securities times, securities daily and other information disclosure media designated by the company and the website of Shanghai Stock Exchange (www.sse. Com. CN.) Announcement of Jiangsu Bide Science And Technology Co.Ltd(605298) on the plan for profit distribution and conversion of capital reserve into share capital in 2021 (Announcement No. 2022005) announced on the same day.
The independent directors of the company have expressed their independent opinions on this proposal. For details, see the website of Shanghai Stock Exchange (www.sse.com.cn.).
Voting results: 8 in favor, 0 against and 0 abstention.
Proposal for
The company plans to continue to employ Rongcheng Certified Public Accountants (special general partnership) as the accounting firm of the company's 2022 accounting statement audit and other special audit services for one year. The general meeting of shareholders is requested to authorize the board of directors to negotiate and determine the remuneration with the audit institution according to the actual business situation and market conditions of the company in 2022.
For details, please refer to China Securities News, Shanghai Securities News, securities times, securities daily and other information disclosure media designated by the company and the website of Shanghai Stock Exchange (www.sse. Com. CN.) Announcement of Jiangsu bide Co., Ltd. on the renewal of accounting firm announced on the same day (Announcement No.: 2022004). The independent directors of the company have issued their prior approval opinions and agreed independent opinions on this proposal. See the website of Shanghai Stock Exchange (www.sse. Com. CN) for details.
Voting results: 8 in favor, 0 against and 0 abstention.
This proposal needs to be deliberated and approved by the general meeting of shareholders.
10. Deliberated and passed the proposal on the company's special report on the deposit and actual use of raised funds in 2021
For details, please refer to China Securities News, Shanghai Securities News, securities times, securities daily and other information disclosure media designated by the company and the website of Shanghai Stock Exchange (www.sse. Com. CN.) Special report on the deposit and actual use of raised funds in Jiangsu Bide Science And Technology Co.Ltd(605298) 2021 announced on the same day.
Voting results: 8 in favor, 0 against and 0 abstention.
11. The proposal on the remuneration of directors and supervisors of the company in 2022 was reviewed and passed
Agree that the annual remuneration of directors and supervisors in the company in 2022 shall be implemented in accordance with the provisions of the company's remuneration system, and shall be paid after the completion of the company's profit plan and the assessment of the personal performance and work contribution of directors and supervisors in accordance with the assessment methods of the company's economic responsibility system; The directors and supervisors recommended by the shareholders who do not serve in the company will not be paid.
Except for the independent director Zhang Yuan, the annual allowance of other independent directors in 2022 is 60000 yuan / person (after tax), and the necessary travel expenses such as transportation and accommodation incurred by the independent directors to attend the general meeting of shareholders and the board of directors shall be borne by the company. Other expenses incurred by independent directors in exercising their functions and powers in accordance with the articles of association shall be reimbursed by the company according to the facts.
The independent directors of the company have expressed their independent opinions on this proposal. See the website of Shanghai stock exchange for details
Voting results: 8 in favor, 0 against and 0 abstention.
This proposal needs to be deliberated and approved by the general meeting of shareholders.
12. The proposal on the remuneration of senior managers of the company in 2022 was deliberated and adopted
The annual salary range of senior managers who agree to receive remuneration in the company in 2022 is RMB 4 Ping An Bank Co.Ltd(000001) .4 million (before tax), which shall be paid according to the assessment method of the company's economic responsibility system, the completion of the company's profit plan and the personal performance and work contribution of senior managers.
The independent directors of the company have expressed their independent opinions on this proposal. See the website of Shanghai Stock Exchange (www.sse. Com. CN) for details.
Voting results: 8 in favor, 0 against and 0 abstention.
13. Deliberated and passed the proposal on Amending the articles of Association
See China Securities News, Shanghai Securities News, securities times, securities daily and other information disclosure media designated by the company and the website of Shanghai Stock Exchange (www.sse. Com. CN) for details The full text of the announcement on changing the registered capital, amending the articles of association and going through relevant change procedures (Announcement No.: 2022006) and the articles of Association announced on the same day.
Voting results: 8 in favor, 0 against and 0 abstention.
This proposal needs to be deliberated and approved by the general meeting of shareholders.
14. The proposal on Amending the rules of procedure of the general meeting of shareholders and other systems was deliberated and adopted
See the website of Shanghai Stock Exchange (www.sse. Com. CN.)
Voting results: 8 in favor, 0 against and 0 abstention.
This proposal needs to be deliberated and approved by the general meeting of shareholders.
15. The proposal on Revising the working rules of the remuneration and assessment committee and other systems was deliberated and adopted
See the website of Shanghai Stock Exchange (www.sse. Com. CN.)
Voting results: 8 in favor, 0 against and 0 abstention.
16. The proposal on the 2021 annual social responsibility report of the company was deliberated and adopted
See the website of Shanghai Stock Exchange (www.sse. Com. CN.)
Voting results: 8 in favor, 0 against and 0 abstention.
17. The proposal on the company's 2021 annual performance report of the audit committee of the board of directors was deliberated and adopted
See the website of Shanghai Stock Exchange (www.sse. Com. CN.)
Voting results: 8 in favor, 0 against and 0 abstention.
18. Deliberated and passed the proposal on changing registered capital
The company plans to use the total share capital registered on the equity registration date when the equity distribution is implemented as the base, and use the capital reserve to increase the share capital, with 3 shares added for every 10 shares. As of December 31, 2021, the total share capital of the company is 108 million shares, which is calculated as a total of 32.4 million shares. After this increase, the total share capital of the company is 140.4 million shares.
Voting results: 8 in favor, 0 against and 0 abstention.
This proposal needs to be deliberated and approved by the general meeting of shareholders.
19. The proposal on the company's use of idle self owned funds for cash management was deliberated and adopted
For details, please refer to China Securities News, Shanghai Securities News, securities times, securities daily and other information disclosure media designated by the company and the website of Shanghai Stock Exchange (www.sse. Com. CN.) The Jiangsu Bide Science And Technology Co.Ltd(605298) proposal on the company's use of idle self owned funds for cash management (Announcement No.: 2022009) announced on the same day.
The independent directors of the company have expressed their independent opinions on this proposal. See the website of Shanghai Stock Exchange (www.sse. Com. CN) for details.
Voting results: 8 in favor, 0 against and 0 abstention.
20. The proposal on the company's use of idle raised funds for cash management was deliberated and adopted
For details, please refer to China Securities News, Shanghai Securities News, securities times, securities daily and other information disclosure media designated by the company and the website of Shanghai Stock Exchange (www.sse. Com. CN.) The Jiangsu Bide Science And Technology Co.Ltd(605298) proposal on the company's cash management with idle raised funds announced on the same day (Announcement No.: 2022010).
The independent directors of the company have expressed their independent opinions on this proposal. See the website of Shanghai Stock Exchange (www.sse. Com. CN) for details.
Voting results: 8 in favor, 0 against and 0 abstention.
21. The meeting deliberated and adopted the proposal on applying for comprehensive credit line from banks
The company plans to apply to the bank for a comprehensive credit line not exceeding the equivalent of RMB 955 million (including RMB 955 million), which is valid within 36 months from the date of approval by the board of directors. At the same time, the board of directors of the company authorizes the chairman of the company to examine and approve specific loan matters according to the actual capital needs of the company's production and operation, and there is no need to convene a separate board of directors for deliberation.
For details, please refer to China Securities News, Shanghai Securities News, securities times, securities daily and other information disclosure media designated by the company and the website of Shanghai Stock Exchange (www.sse. Com. CN.) Announcement of Jiangsu Bide Science And Technology Co.Ltd(605298) on applying for comprehensive credit line from the bank (Announcement No.: 2022007) announced on the same day.
Voting results: 8 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
22. The meeting deliberated and adopted the proposal on changing accounting policies
For details, please refer to China Securities News, Shanghai Securities News, securities times, securities daily and other information disclosure media designated by the company and the website of Shanghai Stock Exchange (www.sse. Com. CN.) Announcement of Jiangsu Bide Science And Technology Co.Ltd(605298) on change of accounting policies (Announcement No.: 2022012) announced on the same day. The independent directors of the company have expressed their independent opinions on this proposal. See the website of Shanghai Stock Exchange (www.sse. Com. CN) for details.
Voting results: 8 in favor, 0 against and 0 abstention.
23. The proposal on convening the 2021 annual general meeting of shareholders was deliberated and adopted
The company is scheduled to hold the 2021 annual general meeting of shareholders on May 11, 2022. See the announcement issued by the company on the same day for the notice of the meeting. (Announcement No.: 202213)
Voting results: 8 in favor, 0 against and 0 abstention
3、 Annex to the meeting
Opinions of independent directors.
It is hereby announced.
Jiangsu Bide Science And Technology Co.Ltd(605298) board of directors 20
