Stock Code: 360 Security Technology Inc(601360) stock abbreviation: 360 Security Technology Inc(601360) No.: 2022018 360 Security Technology Inc(601360)
Announcement of resolutions of the 8th meeting of the 6th 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 360 Security Technology Inc(601360) (hereinafter referred to as "the company") held the 8th meeting of the 6th board of directors on April 20, 2022 by means of on-site combined with communication voting. There were 5 voting directors and 5 actual voting directors at this meeting. The convening, convening and voting of the meeting shall comply with the provisions of the company law of the people's Republic of China, the articles of association and other laws, regulations and normative documents. The meeting considered and adopted the following proposals:
1、 2021 annual report and its summary
Voting results: 5 in favor, 0 against and 0 abstention.
The board of Directors believes that the company's 2021 annual report and its summary are prepared in strict accordance with the requirements of the standards for the content and format of information disclosure by companies offering securities to the public No. 2 - the content and format of annual report of China Securities Regulatory Commission and the notice on the disclosure of 2021 annual report of companies listed on the main board of Shanghai Stock Exchange. The content and format of the annual report comply with the provisions of the China Securities Regulatory Commission and the Shanghai Stock Exchange. The contents contained in the annual report can truly, accurately and completely reflect the company's business management and financial status in 2021.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) The company's 2021 annual report and 2021 annual report summary.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
2、 Financial statement report of 2021
Voting results: 5 in favor, 0 against and 0 abstention.
The board of directors agreed to the contents of the company's 2021 annual financial statement.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
3、 Profit distribution plan for 2021
Voting results: 5 in favor, 0 against and 0 abstention.
After deliberation and approval by the board of directors, the profit distribution plan for 2021 is as follows: the company plans to distribute cash dividends of 1 yuan (including tax) for every 10 shares based on the number of shares to be distributed registered on the equity distribution registration date (the total share capital deducting the balance of shares in the company's special securities repurchase account), without bonus shares or increasing share capital with accumulation fund. Independent directors have expressed their independent opinions on this matter.
For details, please refer to the announcement of profit distribution plan in 2021 (Announcement No.: 2022020) posted on the website of Shanghai Stock Exchange on the same day. Independent directors have expressed their independent opinions on this matter. This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
4、 Work report of the board of directors in 2021
Voting results: 5 in favor, 0 against and 0 abstention.
The board of directors agreed to the contents of the work report of the board of directors in 2021.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
5、 General manager's work report in 2021
Voting results: 5 in favor, 0 against and 0 abstention.
The board of directors agreed to the contents of the 2021 general manager's work report.
6、 Internal control evaluation report in 2021
Voting results: 5 in favor, 0 against and 0 abstention.
The board of directors agreed to the contents of the 2021 annual internal control evaluation report. The 2021 internal control evaluation report of the company was published on the website of Shanghai Stock Exchange on the same day as this announcement. Independent directors have expressed their independent opinions on this matter.
7、 2021 Social Responsibility Report
Voting results: 5 in favor, 0 against and 0 abstention.
The board of directors agreed to the contents of the 2021 social responsibility report. The company's 2021 social responsibility report was published on the website of Shanghai Stock Exchange on the same day as this announcement.
8、 Proposal on the remuneration of directors and senior managers in 2021
Voting results: 5 in favor, 0 against and 0 abstention.
The board of directors agreed to the contents of the remuneration of directors and senior managers in 2021. Independent directors have expressed their independent opinions on this matter.
The proposal on Directors' remuneration in 2021 needs to be submitted to the general meeting of shareholders for deliberation.
9、 Proposal on prediction of daily connected transactions in 2022
Voting results: 3 in favor, 0 against and 0 abstention.
The proposal has been approved by all independent directors in advance. The company has five directors, including two affiliated directors, Mr. Zhou Hongyi and Mr. Zhang Bei, who have avoided voting. The independent directors have expressed their independent opinions on this matter. For details, see the announcement on the forecast of daily connected transactions in 2022 (Announcement No.: 2022021) posted on the website of Shanghai Stock Exchange on the same day.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
10、 Voting results of the proposal on entrusted financial management of the company and its subsidiaries with idle self owned funds in 2022: 5 in favor, 0 against and 0 abstention.
The board of directors agrees that the company and its subsidiaries will conduct entrusted financial management with idle self owned funds of RMB 5 billion, and the authorization period is 12 months from the date of deliberation and approval by the board of directors of the company. Independent directors have expressed their independent opinions on this matter.
For details, please refer to the announcement on the entrusted financial management of the company and its subsidiaries with idle self owned funds in 2022 (Announcement No.: 2022022) posted on the website of Shanghai Stock Exchange on the same day.
11、 Proposal on the prediction of guarantee amount between the company and its subsidiaries in 2022
Voting results: 5 in favor, 0 against and 0 abstention.
The board of directors agreed to apply for a comprehensive bank credit line of no more than 22 billion yuan in total for the company and its subsidiaries in 2022 and provide corresponding guarantees: the maximum amount of mutual credit guarantee provided by wholly-owned subsidiaries is 10 billion yuan; The maximum amount of credit guarantee provided by other holding subsidiaries to each other is RMB 2 billion. In addition, the total amount of credit guarantee provided by wholly-owned subsidiaries for the company does not exceed RMB 10 billion, which does not belong to the scope of external guarantee. The above line of guarantee for applying for bank comprehensive credit can be mutually adjusted in the corresponding detailed categories. It is agreed that in 2022, the company will provide guarantee for the daily operation needs of wholly-owned subsidiaries and holding subsidiaries, with the upper limit of guarantee amount of RMB 300 million, of which the upper limit of guarantee amount for wholly-owned subsidiaries and holding subsidiaries with asset liability ratio of more than 70% is RMB 50 million, and the upper limit of guarantee amount for wholly-owned subsidiaries and holding subsidiaries with asset liability ratio of less than 70% is RMB 250 million.
The validity period of the above guarantee is 12 months from the date of deliberation and approval by the general meeting of shareholders. Independent directors have expressed their independent opinions on this matter.
For details, please refer to the announcement on the prediction of the guarantee amount between the company and its subsidiaries in 2022 (Announcement No.: 2022023) posted on the website of Shanghai Stock Exchange on the same day. Independent directors have expressed their independent opinions on this matter.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
12、 Special report on the deposit and actual use of raised funds in 2021
Voting results: 5 in favor, 0 against and 0 abstention.
The independent directors, the board of supervisors and the recommendation institution of the company have respectively expressed their opinions on the above proposals; Deloitte Touche Tohmatsu (special general partnership) has issued a special report on the deposit and actual use of the company's raised funds in 2021.
For details, see the special report on the deposit and actual use of raised funds in 2021 (Announcement No.: 2022027) published on the website of Shanghai Stock Exchange on the same day.
13、 Proposal on changing investment projects with raised funds
Voting results: 5 in favor, 0 against and 0 abstention.
For details, see the announcement on changing the investment projects of raised funds (Announcement No.: 2022024) published on the website of Shanghai Stock Exchange on the same day. The independent directors expressed their independent opinions on this matter. This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
14、 Proposal on using some idle raised funds for cash management
Voting results: 5 in favor, 0 against and 0 abstention.
The board of directors agrees that the company will timely manage the idle raised funds with an amount of no more than 2 billion yuan (including 2 billion yuan) on the premise of ensuring that it will not affect the construction, use and normal production and operation of the raised funds. The independent directors expressed their independent opinions on this matter.
For details, please refer to the announcement on using some idle raised funds for cash management (Announcement No.: 2022025) posted on the website of Shanghai Stock Exchange on the same day.
15、 Proposal on revising some corporate governance systems
In order to further standardize the company's operation, in accordance with the company law, the Listing Rules of Shanghai Stock Exchange and other relevant provisions, and in combination with the actual situation of the company, it is agreed to revise some of the company's governance systems. The voting conditions one by one are as follows:
(1) Rules of procedure of the board of directors
Voting results: 5 in favor, 0 against and 0 abstention.
(2) Rules of procedure of the general meeting of shareholders
Voting results: 5 in favor, 0 against and 0 abstention.
(3) Working rules of the audit committee of the board of directors
Voting results: 5 in favor, 0 against and 0 abstention.
(4) Working rules of the nomination and Remuneration Committee of the board of directors
Voting results: 5 in favor, 0 against and 0 abstention.
(5) Working rules of the strategy committee of the board of directors
Voting results: 5 in favor, 0 against and 0 abstention.
(6) Working system of independent directors
Voting results: 5 in favor, 0 against and 0 abstention.
(7) Working rules of the Secretary of the board of directors
Voting results: 5 in favor, 0 against and 0 abstention.
(8) Connected transaction system
Voting results: 5 in favor, 0 against and 0 abstention.
(9) Information disclosure management system
Voting results: 5 in favor, 0 against and 0 abstention.
(10) Measures for the administration of raised funds
Voting results: 5 in favor, 0 against and 0 abstention.
(11) Foreign guarantee decision system
Voting results: 5 in favor, 0 against and 0 abstention.
(12) Investor relations management system
Voting results: 5 in favor, 0 against and 0 abstention.
(13) Management system for shares held by directors, supervisors and senior managers and their changes
Voting results: 5 in favor, 0 against and 0 abstention.
(14) Registration management system for insiders of inside information
Voting results: 5 in favor, 0 against and 0 abstention.
(15) Information disclosure suspension and exemption business management system
Voting results: 5 in favor, 0 against and 0 abstention.
For details, see the relevant announcement posted on the website of Shanghai Stock Exchange on the same day.
Among them, the rules of procedure of the board of directors, the rules of procedure of the general meeting of shareholders, the working system of independent directors, the related party transaction system, the measures for the management of raised funds and the external guarantee decision-making system need to be submitted to the general meeting of shareholders for deliberation. 16、 Proposal on Amending the articles of Association
Voting results: 5 in favor, 0 against and 0 abstention.
In accordance with the company law, the Listing Rules of Shanghai Stock Exchange and other relevant provisions, and in combination with the actual situation of the company, it is agreed to amend some provisions of the articles of association.
For details, see the announcement on Amending the articles of Association (Announcement No.: 2022028) and 360 Security Technology Inc(601360) articles of Association published on the website of Shanghai Stock Exchange on the same day.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
17、 Proposal on reappointment of 2022 financial report and internal control audit institution
Voting results: 5 in favor, 0 against and 0 abstention.
The board of directors agreed to renew the appointment of Deloitte Touche Tohmatsu (special general partnership) as the company's 2022 financial report audit institution and internal control audit institution for one year, and authorized the management to determine the relevant service fees according to the market conditions and actual workload. The proposal has been approved by all independent directors in advance. Independent directors have expressed their independent opinions on this matter.
For details, please refer to the announcement on renewing the appointment of accounting firms (Announcement No.: 2022029) published on the website of Shanghai Stock Exchange on the same day.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
18、 Proposal on nominating candidates for non independent directors of the sixth board of directors
Voting results: 5 in favor, 0 against and 0 abstention.
The board of directors agrees that Mr. Zhao Luming and Ms. Jiao Jiao will serve as non independent directors of the sixth board of directors of the company from the date of deliberation and approval by the general meeting of shareholders to the expiration of the term of office of the sixth board of directors. The independent directors expressed their independent opinions on this matter. The number of directors who concurrently serve as senior managers of the company in the board of directors shall not exceed half of the total number of directors of the company, meeting the requirements of relevant laws and regulations.
For details, please refer to Shanghai Securities Exchange on the same day
