Securities code: Shunya International Martech (Beijing) Co.Ltd(300612) securities abbreviation: Shunya International Martech (Beijing) Co.Ltd(300612) Announcement No.: 2022015 Shunya International Martech (Beijing) Co.Ltd(300612) marketing technology (Beijing) Co., Ltd
Announcement of resolutions of the 9th 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.
1、 Meetings of the board of directors
The 9th meeting of the 4th board of directors of Shunya International Martech (Beijing) Co.Ltd(300612) marketing technology (Beijing) Co., Ltd. (hereinafter referred to as "the company") (hereinafter referred to as "the meeting") was held at 10:30 a.m. on April 20, 2022 in the conference room on the 1st floor of cn02 company, No. 1 Balizhuang Dongli, Chaoyang District, Beijing. The meeting was notified to all directors by e-mail on April 8, 2022. The meeting was presided over by Mr. Wu Tao, chairman of the board of directors. There were 7 directors who should attend the meeting and 7 directors who actually attended the meeting, including Mr. Zhang Erdong, independent directors Mr. Fang Jun, Mr. Zhang Pengzhou and Mr. Hu Tianlong, who attended the meeting by means of communication voting. All members of the board of supervisors and senior managers of the company attended the meeting as nonvoting delegates. The convening, convening and voting procedures of this meeting comply with the company law of the people's Republic of China (hereinafter referred to as the "company law"), the articles of association, the rules of procedure of the board of directors and other relevant provisions, and the meeting is legal and effective.
2、 Deliberations of the board meeting
(I) the proposal on the work report of the board of directors in 2021 was considered and adopted
After deliberation, the board of directors adopted the work report of the board of directors in 2021. For details, please refer to the relevant announcement disclosed by the company on cninfo (www.cn. Info. Com. CN., website, the same below) on the same day. The independent directors of the company, Mr. Fang Jun, Mr. Zhang Pengzhou, Mr. Hu Tianlong and Mr. Wang Zhengpeng, 1 respectively submitted the report on the work of independent directors in 2021 to the board of directors and will report on their work at the 2021 annual general meeting of shareholders. For details, see the relevant announcement disclosed by the company on cninfo.com on the same day.
1 Mr. Wang Zhengpeng has left his post after the expiration of his term of office on March 11, 2021.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(II) the proposal on the work report of CEO (president) in 2021 was deliberated and adopted. After deliberation, the board of directors adopted the work report of CEO (president) in 2021 submitted by Mr. Wu Tao, the company's CEO (president).
Voting results: 7 in favor, 0 against and 0 abstention.
(III) the proposal on the self-evaluation report on internal control in 2021 was deliberated and adopted
After deliberation, the board of directors adopted the self-evaluation report on internal control in 2021. The independent directors of the company have expressed their independent opinions on this matter, and Lixin Certified Public Accountants (special general partnership) (hereinafter referred to as "Lixin firm") has issued an assurance report on this matter. For details, please refer to the relevant public report disclosed by the company on cninfo.com on the same day.
Voting results: 7 in favor, 0 against and 0 abstention.
(IV) the proposal on the financial final accounts report of 2021 was deliberated and adopted
The board of Directors believes that the company's financial statement for 2021 objectively and truly reflects the company's financial situation, operating results and cash flow in 2021. For details, please refer to "section x financial report" of the 2021 annual report disclosed by the company on cninfo.com on the same day.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(V) the proposal on the 2021 annual report and its summary was deliberated and adopted
The preparation procedure, content and format of the company's annual report 2021 and its summary comply with the provisions of relevant documents; The contents of the report truly, accurately and completely reflect the actual situation of the company, and there are no false records, misleading statements or major omissions.
The 2021 annual report and the 2021 annual report summary are detailed on cninfo. Com. The 2021 annual report summary is also published in Shanghai Securities News, China Securities News, securities times and Securities Daily.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(VI) the proposal on the special report on the deposit and use of raised funds in 2021 was considered and adopted
The deposit and use of the company's raised funds in 2021 comply with the relevant provisions of the China Securities Regulatory Commission and Shenzhen Stock Exchange on the deposit and use of the raised funds of listed companies. There is no illegal use of the raised funds, no disguised change in the investment direction of the raised funds and damage to the interests of shareholders.
The independent directors of the company have expressed their independent opinions on this matter, Lixin firm has issued an assurance report on this matter, and the sponsor Zhongde Securities Co., Ltd. has issued special verification opinions without objection. For details, see the relevant announcement disclosed by the company on cninfo.com on the same day. The special report on the deposit and use of raised funds in 2021 was disclosed on cninfo.com on the same day.
Voting results: 7 in favor, 0 against and 0 abstention.
(VII) the proposal on no profit distribution in 2021 was deliberated and passed
In accordance with the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies and the articles of association and other relevant provisions, taking into account the company's future development needs, and in combination with the company's operation and cash flow, the board of directors of the company has formulated the profit distribution plan for 2021 as follows: no cash dividends, no bonus shares, and no capital reserve converted into share capital.
The independent directors of the company have expressed their independent opinions on this matter. For details, see the relevant announcement disclosed by the company on cninfo.com on the same day. The announcement on no profit distribution in 2021 was disclosed on cninfo.com on the same day.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(VIII) the proposal on the remuneration scheme of directors in 2022 was reviewed
According to the relevant systems of the company, combined with the actual situation of the company's operation and with reference to the salary level of the industry, the company has formulated the director's salary plan for 2022. The company plans to pay an allowance of 60000 yuan / year to independent directors, and no additional remuneration will be paid; Internal directors serving in the company shall be paid according to their positions in the company and labor contracts; No remuneration or allowance shall be paid to directors who do not hold office in the company.
The company will reimburse the independent directors for attending the company's meetings and other reasonable expenses.
The matter has been reviewed by the remuneration and assessment committee of the board of directors of the company, and the independent directors of the company have expressed their independent opinions on the matter. For details, see the relevant announcement disclosed by the company on cninfo.com on the same day. Voting results: 7 votes for avoidance, 0 against and 0 abstention.
All directors abstained from voting on this proposal, which will be directly submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(IX) the proposal on the remuneration scheme for senior managers in 2022 was deliberated and adopted
The company's senior managers adopt the annual salary system: annual salary = basic annual salary + year-end bonus. They receive the basic annual salary according to their specific management positions in the company and the annual bonus according to the annual performance evaluation results of the business team they manage.
The independent directors of the company have expressed their independent opinions on this matter. For details, please refer to the relevant announcement disclosed by the company on cninfo.com on the same day.
Mr. Wu Tao, Ms. binwei and Mr. Ren Xiang, affiliated directors, avoided voting on this proposal.
Voting results: 3 withdrawal, 4 affirmative, 0 negative and 0 abstention.
(x) the proposal on applying for bank credit line in 2022 was deliberated and adopted
Based on the company's business development strategy and actual business needs, the company and its subsidiaries (including subsidiaries at all levels included in the company's consolidated statements) plan to apply to the bank for a comprehensive credit line of RMB 200 million in 2022. The business scope includes but is not limited to working capital loans, medium and long-term loans, bank acceptance bills, etc. The board of directors of the company authorizes the chairman to decide the amount and type of business within the above total credit line, and sign all contracts, agreements and other specific legal documents related to credit within the above credit line with the bank on behalf of the company. The final credit line shall be subject to the line actually approved by the bank. The above credit line is not equal to the financing amount of the company, and the specific financing amount will be determined according to the actual needs of working capital. The authorization period is valid within one year from the date of deliberation and approval of the company's 2021 annual general meeting. Within the credit period, the line can be recycled.
The independent directors of the company have expressed their independent opinions on this matter. For details, see the relevant announcement disclosed by the company on cninfo.com on the same day. The announcement on applying for bank credit line in 2022 was disclosed on cninfo.com on the same day.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
（11） The proposal on the prediction of daily connected transactions in 2022 was deliberated and adopted
According to the needs of business development, the company expects that the total amount of daily connected transactions with Beijing Ruilian Tongzheng Network Technology Co., Ltd. will not exceed RMB 10 million in 2022. The planned daily related party transactions in 2022 are in line with the actual situation of the company, and the determination principle of relevant transaction prices is fair and reasonable, which is in line with the interests of the company and all shareholders.
The independent directors of the company have issued their prior approval opinions and clearly agreed independent opinions on this matter. For details, see the relevant announcement disclosed on cninfo.com on the same day. The announcement on the forecast of daily connected transactions in 2022 was disclosed on cninfo.com on the same day.
Mr. Wu Tao, chairman of the board, avoided voting as an associated director.
Voting results: 1 withdrawal, 6 in favor, 0 against and 0 abstention.
（12） The proposal on Amending the articles of association was deliberated and adopted
Due to the needs of corporate governance, according to the company law, the securities law of the people's Republic of China, the guidelines for the articles of association of listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of GEM listed companies and other relevant provisions, and in combination with the actual situation, the company plans to amend some provisions of the articles of association.
The independent directors of the company have expressed their independent opinions on this matter. For details, see the relevant announcement disclosed by the company on cninfo.com on the same day.
See the revision table of the company's articles of association on the same day for details. The full text of the revised articles of association was also disclosed on cninfo.com on the same day.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
（13） The proposal on Revising the information disclosure management system and other relevant systems was considered and adopted
In accordance with the company law, the securities law of the people's Republic of China, the measures for the administration of information disclosure of listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of GEM listed companies and other relevant provisions, the company has revised some systems such as the management system of information disclosure affairs.
For details, see the announcement on revising some systems of the company and the full text of relevant systems disclosed by the company on cninfo.com on the same day.
Voting results: 7 in favor, 0 against and 0 abstention.
（14） The proposal on Amending the rules of procedure of the general meeting of shareholders and other relevant systems was reviewed and adopted. In accordance with the company law, the securities law of the people's Republic of China, the measures for the administration of information disclosure of listed companies, the Listing Rules of Shenzhen Stock Exchange on the gem, and the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange, The company has revised some systems such as the rules of procedure of the general meeting of shareholders.
For details, see the announcement on revising some systems of the company and the full text of relevant systems disclosed by the company on cninfo.com on the same day.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
（15） The proposal on convening the 2021 annual general meeting of shareholders of the company was deliberated and adopted. According to the relevant provisions of the company law, the rules for the general meeting of shareholders of listed companies and other laws, regulations and the articles of association, the board of directors of the company proposed to hold the meeting in Chaoyang, Beijing at 14:30 on Wednesday, May 18, 2022
The 2021 annual general meeting of shareholders of cn02 company was held in the conference room on the 1st floor, No. 1, Balizhuang Dongli, district.
The notice on convening the 2021 annual general meeting of shareholders was disclosed on cninfo.com on the same day.
Voting results: 7 in favor, 0 against and 0 abstention.
3、 Documents for future reference
(I) resolution of the 9th meeting of the 4th board of directors;
(II) prior approval opinions of independent directors on matters related to the ninth meeting of the Fourth Board of directors of the company;
(III) independent opinions of independent directors on matters related to the ninth meeting of the Fourth Board of directors of the company; (IV) assurance report and audit report issued by Lixin Certified Public Accountants (special general partnership); (V) verification opinions issued by Sino German Securities Co., Ltd.
It is hereby announced.
Shunya International Martech (Beijing) Co.Ltd(300612) marketing technology (Beijing) Co., Ltd
