Securities code: Shunya International Martech (Beijing) Co.Ltd(300612) securities abbreviation: Shunya International Martech (Beijing) Co.Ltd(300612) Announcement No.: 2022017 Shunya International Martech (Beijing) Co.Ltd(300612) marketing technology (Beijing) Co., Ltd
Announcement of resolutions of the 8th meeting of the 5th board of supervisors
The company and all members of the board of supervisors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Meetings of the board of supervisors
The 8th meeting of the 5th board of supervisors of Shunya International Martech (Beijing) Co.Ltd(300612) marketing technology (Beijing) Co., Ltd. (hereinafter referred to as "the company") was held by on-site voting in the conference room on the 1st floor of cn02 company, No. 1, Balizhuang Dongli, Chaoyang District, Beijing at 11:30 a.m. on April 20, 2022. The meeting was notified to all supervisors by email on April 8, 2022. The meeting was presided over by Ms. Wang Xiaowen, chairman of the board of supervisors. Three supervisors should be present at the meeting, and there were actually three. The convening, convening and voting procedures of this meeting comply with the company law of the people's Republic of China and other relevant laws and regulations, the articles of association and the rules of procedure of the board of supervisors, and the meeting is legal and effective.
2、 Deliberation at the meeting of the board of supervisors
(I) the proposal on self evaluation report on internal control in 2021 was deliberated and adopted
After audit, the board of supervisors believes that the company has established a relatively complete internal control system, which meets the requirements of relevant national laws and regulations and the actual needs of the company's operation and management, and can be effectively implemented. The establishment of the internal control system has played a good role in risk prevention and control in all links of the company's operation and management, ensured the orderly and effective development of the company's business activities, and safeguarded the interests of the company and its shareholders. The self-evaluation report on internal control in 2021 complies with the requirements of self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM and other relevant documents, and truly and completely reflects the construction and operation of the company's internal control system.
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.
(II) the proposal on the financial statement report of 2021 was deliberated and adopted
After review, the board of supervisors believes that the company's 2021 financial statement objectively and accurately 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: 3 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.
(III) the proposal on the 2021 annual report and its summary was deliberated and adopted
After review, the board of supervisors believes that the preparation and review procedures of the company's 2021 annual report and its summary comply with the relevant provisions of laws, regulations and the articles of association, its content and format comply with the provisions of the CSRC and Shenzhen Stock Exchange, and the information contained truly, accurately and completely reflects the company's financial situation, operating results and cash flow in 2021, without false records Misleading statements or material 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, securities daily and cninfo. Com.
Voting results: 3 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.
(IV) the proposal on the special report on the deposit and use of raised funds in 2021 was deliberated and adopted
After review, the board of supervisors believes that during the reporting period, the company deposited and used the raised funds in strict accordance with the provisions of relevant laws, regulations and normative documents such as the Listing Rules of Shenzhen Stock Exchange on the gem, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on the gem, the articles of association and the management system of raised funds, and the contents of the report can be true and accurate Accurately reflect the deposit and use of the company's raised funds, and the company does not use the raised funds in violation of regulations.
The special report on the deposit and use of raised funds in 2021 was disclosed on cninfo.com on the same day.
Voting results: 3 in favor, 0 against and 0 abstention.
(V) the proposal on no profit distribution in 2021 was deliberated and passed
After review, the board of supervisors of the company believes that the plan for the company not to conduct profit distribution in 2021 is put forward in combination with the actual operation and future development plan of the company in 2021, and there is no damage to the interests of the company and other shareholders, especially small and medium-sized shareholders, which is conducive to the normal operation and healthy and sustainable development of the company. Therefore, we agree to the proposal on not to conduct profit distribution in 2021.
The announcement on no profit distribution in 2021 was disclosed on cninfo.com on the same day.
Voting results: 3 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 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. After review, the board of supervisors believes that the above matters are in line with the company's development strategy, conducive to meeting the company's business development and reducing the company's comprehensive financial expenses.
The announcement on applying for bank credit line in 2022 was disclosed on cninfo.com on the same day.
Voting results: 3 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.
(VII) the proposal on the prediction of daily connected transactions in 2022 was deliberated and adopted
After review, the board of supervisors believes that the expected events of this daily connected transaction meet the needs of the company's daily business, and the review procedures comply with relevant laws, regulations, normative documents, articles of association and other relevant provisions. There is no situation that damages the interests of the company and all shareholders and will not affect the independence of the company. Therefore, the board of supervisors unanimously agreed on the expected events of this daily connected transaction.
The announcement on the forecast of daily connected transactions in 2022 was disclosed on cninfo.com on the same day.
Voting results: 3 in favor, 0 against and 0 abstention.
(VIII) the proposal on the work report of the board of supervisors in 2021 was considered and adopted
After deliberation, the board of supervisors adopted the work report of the board of supervisors in 2021. Relevant announcements were disclosed on cninfo.com on the same day.
Voting results: 3 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.
(IX) deliberated the proposal on the remuneration scheme of supervisors in 2022
The remuneration or allowance standards of the company's supervisors are as follows: the company's supervisors do not receive any allowance or remuneration for their positions as supervisors of the company alone, the supervisors who hold other positions in the company receive corresponding remuneration according to their actual working positions in the company, and the supervisors who do not hold other positions except supervisors in the company do not receive any allowance or remuneration in the company.
After review, the board of supervisors believes that the remuneration plan of the company's supervisors in 2022 complies with laws and regulations, relevant provisions of the CSRC and the provisions of the articles of association.
Voting results: 3 votes for avoidance, 0 against and 0 abstention.
All supervisors of the company abstained from voting on this proposal. This proposal will be directly submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(x) the proposal on Amending the articles of association was deliberated and adopted
In accordance with 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.
Process revision comparison table. The full text of the revised articles of association was also disclosed on cninfo.com on the same day.
Voting results: 3 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 Amending the rules of procedure of the board of supervisors was deliberated and adopted
In accordance with the company law, the securities law of the people's Republic of China, the guidelines for the articles of association of listed companies, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - companies listed on GEM and other relevant provisions, and in combination with the actual situation, the company plans to amend some provisions of the rules of procedure of the board of supervisors.
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: 3 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.
3、 Documents for future reference
Resolution of the 8th meeting of the 5th board of supervisors.
It is hereby announced.
Shunya International Martech (Beijing) Co.Ltd(300612) marketing technology (Beijing) Co., Ltd. board of supervisors
April 20, 2022
