Securities code: Primeton Information Technologies Inc(688118) securities abbreviation: Primeton Information Technologies Inc(688118) Announcement No.: 2022015 Primeton Information Technologies Inc(688118)
Announcement of resolutions of the 7th Meeting of the 4th 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 legal responsibility for the authenticity, accuracy and integrity of its contents according to law.
1、 Meetings of the board of directors
Primeton Information Technologies Inc(688118) (hereinafter referred to as "the company") the notice of the seventh meeting of the Fourth Board of directors (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 Mr. Liu Yadong, chairman of the board. There were 7 directors who should attend the meeting and 7 directors 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、 Deliberations of the board meeting
(I) deliberated and passed the proposal on the work report of the board of directors in 2021
In 2021, the board of directors strictly complied with the company law of the people's Republic of China (hereinafter referred to as "the company law"), the securities law of the people's Republic of China (hereinafter referred to as "the securities law"), the Listing Rules of the Shanghai stock exchange for shares on the sci tech Innovation Board (hereinafter referred to as "the Listing Rules") and other relevant laws, regulations, normative documents and the articles of association The rules of procedure of the board of directors and other relevant provisions of the company's system, conscientiously implemented the resolutions adopted by the general meeting of shareholders, scrupulously performed their duties and responsibilities, and earnestly performed the duties entrusted by the general meeting of shareholders.
Voting results: 7 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.
In 2021, independent directors faithfully, diligently, conscientiously and independently performed their duties, carefully studied various matters of the company, gave full play to their personal professional advantages, made efforts to improve the scientificity and rationality of the company's major decision-making, made full use of their professional expertise, and provided constructive opinions for the company's scientific decision-making. At the same time, actively attend relevant meetings, carefully consider various meeting proposals, actively communicate with the company's management, exercise voting rights carefully and independently, express relevant independent opinions, and safeguard the legitimate rights and interests of the company's shareholders, especially small and medium-sized shareholders. Voting results: 7 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.) Report on work of independent directors in Primeton Information Technologies Inc(688118) 2021.
(III) deliberated and passed the proposal on the performance report of the audit committee of the board of directors in 2021
In 2021, the audit committee of the board of directors, in accordance with the listing rules, the articles of association, the working rules of the audit committee of the board of directors and other relevant provisions, adhered to the principles of prudence, objectivity and independence, scrupulously and dutifully performed the supervision function of the audit committee, practically and effectively supervised the external audit of the company, guided the internal audit of the company, urged the company to improve the internal control system and provide true, accurate Complete financial reports and safeguard the legitimate rights and interests of the company and all shareholders.
Voting results: 7 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.) Report on the performance of the audit committee of the board of directors in Primeton Information Technologies Inc(688118) 2021.
(IV) 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 general manager of the company faithfully performed the responsibilities entrusted by the articles of association, earnestly implemented various resolutions adopted by the board of directors, actively promoted the standardized operation of the company, presided over the operation and management of the company within the scope of responsibilities, coordinated the commencement of the work of various departments, and the board of directors agreed to adopt its work report.
Voting results: 7 affirmative votes, 0 negative votes and 0 abstention votes. The proposal was passed.
(V) deliberating and adopting the proposal on the annual report for 2021 and its summary
After review, the board of Directors 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: 7 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.
(VI) deliberated and passed the proposal on the first quarter report of 2022
After review, the board of Directors 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: 7 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.
(VII) deliberated and passed the proposal on the financial final accounts 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: 7 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.
(VIII) deliberated and passed the proposal on financial budget report of 2022
Considering the macroeconomic volatility in 2022, the board of directors 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: 7 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.
(IX) 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: 7 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). (x) deliberated and passed the proposal on the internal control evaluation report in 2021
Voting results: 7 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.
（11） The proposal on the special report on the deposit and actual use of raised funds in 2021 was deliberated and adopted
Voting results: 7 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).
（12） Deliberated and passed the proposal on renewing the appointment of accounting firms
The board of directors agreed to continue to employ Zhonghua Certified Public Accountants (special general partnership) as the audit institution of the company for one year.
Voting results: 7 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). （13） The proposal on the company's 2022 directors' remuneration plan was deliberated and adopted
Voting results: 7 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.
（14） The proposal on the remuneration scheme of senior managers of the company in 2022 was deliberated and passed. The voting results: 7 affirmative votes, 0 negative votes and 0 abstention votes. The proposal was passed.
（15） The proposal on using some over raised funds to permanently supplement working capital was deliberated and adopted
According to the regulatory guidelines for listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies, self regulatory guidelines for companies listed on the science and Innovation Board of Shanghai Stock Exchange No. 1 - standardized operation (hereinafter referred to as the "standardized operation guidelines") and other laws, regulations and normative documents, the company plans to use part of the over raised funds of RMB 75 million for permanent replenishment of working capital. The company's accumulated use of over raised funds to permanently supplement working capital within the last 12 months does not exceed 30% of the total amount of over raised funds, and does not violate the relevant provisions of the CSRC and Shanghai Stock Exchange on the use of raised funds of listed companies.
Voting results: 7 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).
（16） The proposal on the use of some temporarily idle self owned funds for cash management was deliberated and passed. In order to improve the use efficiency of the company's self owned funds, make rational use of self owned funds and further increase the company's income, the company plans to use temporarily idle self owned funds with a maximum amount of no more than 450 million yuan (inclusive) to invest in financial products on the premise of ensuring the daily operation capital demand and capital safety. The investment period is one year. Within the above limit, the funds can be used on a rolling basis. The company's entrusted wealth management funds are only limited to purchasing wealth management products with high security and good liquidity, and shall not be used for securities investment, nor shall they purchase wealth management products with stocks, derivatives and unsecured bonds as investment objects.
Voting results: 7 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.
（17） Deliberated and passed the proposal on Amending the articles of association and its annexes
In order to further standardize and improve the corporate governance structure, in accordance with the company law, securities law, listing rules and other laws, regulations and normative documents, and in combination with the actual situation of the company, the board of directors of the company agreed to amend the articles of association, rules of procedure of the general meeting of shareholders and rules of procedure of the board of directors, and submitted to the general meeting of shareholders of the company to authorize the office of the board of directors of the company to be responsible for subsequent industrial and commercial filing and registration.
Voting results: 7 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 Amending the articles of association and its annexes (Announcement No.: 2022021), Primeton Information Technologies Inc(688118) articles of Association (revised in April 2022)
