Securities code: Primeton Information Technologies Inc(688118) securities abbreviation: Primeton Information Technologies Inc(688118) Announcement No.: 2022016 Primeton Information Technologies Inc(688118)
Announcement on the resolutions of the 6th meeting of the 4th board of supervisors
The board of supervisors and all supervisors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear legal liabilities for the authenticity, accuracy and integrity of its contents according to law.
1、 Meetings of the board of supervisors
Primeton Information Technologies Inc(688118) (hereinafter referred to as "the company") the notice of the sixth meeting of the Fourth Board of supervisors (hereinafter referred to as "the meeting") was sent by telephone or e-mail on April 10, 2022, and the meeting was held by means of communication voting on April 20, 2022. The meeting was presided over by Ms. Chen Ling, chairman of the board of supervisors. There were 3 supervisors who should attend the meeting and 3 supervisors who actually attended the meeting. The meeting was convened and held in accordance with relevant laws, administrative regulations, departmental rules, normative documents and the articles of association of Primeton Information Technologies Inc(688118) Technology Co., Ltd. (hereinafter referred to as the "articles of association").
2、 Deliberation at the meeting of the board of supervisors
(I) deliberated and passed the proposal on the work report of the board of supervisors in 2021
In 2021, in strict accordance with the company law of the people's Republic of China (hereinafter referred to as the "company law") and other laws and regulations, the articles of association and the rules of procedure of the board of supervisors, the board of supervisors conscientiously performed the supervision responsibilities entrusted by relevant laws and regulations, and earnestly safeguarded the interests of the company and the rights and interests of all shareholders with the attitude of being responsible to the company and all shareholders.
Voting results: 3 affirmative votes, 0 negative votes and 0 abstention votes. The proposal was passed.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(II) deliberated and passed the proposal on the annual report for 2021 and its summary
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 laws, regulations, the articles of association and other provisions of the company's internal management system. The content and format of the report comply with the provisions of China Securities Regulatory Commission and Shanghai Stock Exchange. The information contained truly reflects the company's operating results and financial status in 2021, and the information disclosed is true Accurate and complete, without any false records, misleading statements or major omissions.
Voting results: 3 affirmative votes, 0 negative votes and 0 abstention votes. The proposal was passed.
This proposal needs to be submitted to the 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.) Summary of Primeton Information Technologies Inc(688118) 2021 annual report and Primeton Information Technologies Inc(688118) 2021 annual report.
(III) deliberated and passed the proposal on the first quarter report of 2022
After review, the board of supervisors believes that:
The preparation and review procedures of the company's report for the first quarter of 2022 comply with laws, regulations, the articles of association and other provisions of the company's internal management system. The content and format of the report comply with the provisions of China Securities Regulatory Commission and Shanghai Stock Exchange. The information contained can truly reflect the company's business status, results and financial status in the first quarter of 2022 in all aspects, and the information disclosed is true Accurate and complete, without any false records, misleading statements or major omissions.
Voting results: 3 affirmative votes, 0 negative votes and 0 abstention votes. The proposal was passed.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) First quarter report of Primeton Information Technologies Inc(688118) 2022.
(IV) deliberated and passed the proposal on the financial statement report of 2021
The 2021 financial statement prepared by the company in accordance with the requirements of relevant laws, regulations and normative documents truly and objectively reflects the company's financial situation and overall operation in 2021. The company's 2021 financial statements have been audited by Zhonghua Certified Public Accountants (special general partnership) and issued a standard unqualified audit report.
Voting results: 3 affirmative votes, 0 negative votes and 0 abstention votes. The proposal was passed.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(V) deliberated and passed the proposal on the financial budget report of 2022
Taking into account the macroeconomic volatility in 2022, the board of supervisors agreed that the company would prudently predict the financial budget of 2022 on the basis of summarizing the business situation in 2021 and analyzing the business situation in 2022.
Voting results: 3 affirmative votes, 0 negative votes and 0 abstention votes. The proposal was passed.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(VI) deliberated and passed the proposal on profit distribution plan for 2021
The profit distribution plan for 2021 is as follows: it is proposed to distribute cash dividends of RMB 5.00 (including tax) for every 10 shares to all shareholders registered on the equity registration date based on the total share capital registered on the equity distribution registration date minus the shares in the company's special securities repurchase account. As of March 2, 2022, the total share capital of the company is 95400000 shares, and the total number of shares in the repurchase special securities account is 3582387 shares. Based on this calculation, the total cash dividend to be distributed is 4590880650 yuan (including tax). The total cash dividends of the company in 2021 accounted for 117.33% of the net profit attributable to shareholders of Listed Companies in the consolidated statements of 2021. The company does not convert the capital reserve into share capital and does not give bonus shares. The company's profit distribution plan for 2021 fully takes into account the company's profitability, current operation, future development planning and other factors. There is no damage to the interests of the company and all shareholders, especially small and medium-sized shareholders. It is in line with the company's operation status and conducive to the sustainable, stable and healthy development of the company.
Voting results: 3 affirmative votes, 0 negative votes and 0 abstention votes. The proposal was passed.
This proposal needs to be submitted to the 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 Primeton Information Technologies Inc(688118) 2021 annual profit distribution plan (Announcement No.: 2022017). (VII) deliberated and passed the proposal on the internal control evaluation report in 2021
Voting results: 3 affirmative votes, 0 negative votes and 0 abstention votes. The proposal was passed.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Internal control evaluation report of Primeton Information Technologies Inc(688118) 2021.
(VIII) deliberated and passed the proposal on the special report on the deposit and actual use of raised funds in 2021
Voting results: 3 affirmative votes, 0 negative votes and 0 abstention votes. The proposal was passed.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Special report of Primeton Information Technologies Inc(688118) on the deposit and actual use of raised funds in 2021 (Announcement No.: 2022018).
(IX) deliberated and passed the proposal on continuing the appointment of accounting firms
The board of supervisors agreed to continue to employ Zhonghua Certified Public Accountants (special general partnership) as the audit institution of the company for one year.
Voting results: 3 affirmative votes, 0 negative votes and 0 abstention votes. The proposal was passed.
This proposal needs to be submitted to the 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 Primeton Information Technologies Inc(688118) on the renewal of accounting firm (Announcement No.: 2022019). (x) deliberated and passed the proposal on the remuneration plan of the company's supervisors in 2022
Voting results: 3 affirmative votes, 0 negative votes and 0 abstention votes. The proposal was passed.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
（11） The proposal on using some over raised funds to permanently supplement working capital was deliberated and adopted
The company's permanent replenishment of working capital with part of the over raised funds is carried out on the premise of ensuring sufficient funds for the raised investment projects, which meets the needs of the company's actual operation and development, will not affect the normal implementation of the raised investment projects, and there is no change in the investment direction and purpose of the raised funds and damage to the interests of shareholders. The relevant approval procedures comply with the provisions of laws, regulations and normative documents such as the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies, the guidelines for the self-discipline supervision of listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 - standardized operation.
To sum up, the board of supervisors of the company agreed to permanently supplement working capital with some over raised funds. Voting results: 3 affirmative votes, 0 negative votes and 0 abstention votes. The proposal was passed.
This proposal needs to be submitted to the 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 Primeton Information Technologies Inc(688118) on using part of the over raised funds to permanently supplement the working capital (Announcement No.: 2022020).
（12） The proposal on using part of its own funds temporarily idle for cash management was deliberated and passed. Under the condition of ensuring that the normal business operation of the company is not affected, the company plans to carry out reasonable cash management on part of its own funds, which is conducive to improving the utilization efficiency of funds and obtaining better return on investment for the company and shareholders, without damaging the interests of the company and minority shareholders. This event complies with the requirements of relevant laws and regulations, and the procedure is legal and effective. Therefore, the board of supervisors agreed that the company would use temporarily idle self owned funds with an amount not exceeding 450 million yuan (inclusive) for cash management.
Voting results: 3 affirmative votes, 0 negative votes and 0 abstention votes. The proposal was passed.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
（13） The proposal on the company's dividend return plan for shareholders in the next three years (20222024) was deliberated and adopted
In accordance with the notice on further implementing matters related to cash dividends of listed companies, the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies, the articles of association and other relevant documents issued by the China Securities Regulatory Commission, and in combination with the actual situation of the company, the company has formulated the return plan for shareholders' dividends in the Primeton Information Technologies Inc(688118) next three years (20222024).
Voting results: 3 affirmative votes, 0 negative votes and 0 abstention votes. The proposal was passed.
This proposal needs to be submitted to the 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.) Dividend return plan for shareholders in Primeton Information Technologies Inc(688118) the next three years (20222024).
It is hereby announced.
Primeton Information Technologies Inc(688118) board of supervisors April 21, 2022
