Securities code: Unittec Co.Ltd(000925) securities abbreviation: Unittec Co.Ltd(000925) Announcement No.: pro 2022012
Unittec Co.Ltd(000925)
Announcement of resolutions of the 10th meeting of the 8th board of directors
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions. 1、 Meetings of the board of directors
1. The notice of the 10th meeting of the 8th board of directors of Unittec Co.Ltd(000925) (hereinafter referred to as “the company” and ” Unittec Co.Ltd(000925) “) was sent to all directors by email or SMS on April 13, 2022.
2. The meeting was held at 9:30 a.m. on April 20, 2022 in the large conference room on the 9th floor of building 3, Qingshanhu Science Park, No. 888, Shenglian Road, Qingshanhu street, Lin’an District, Hangzhou in the form of on-site communication meeting.
3. 10 directors should attend the meeting, 7 directors should attend the meeting on site, 3 directors should attend the meeting by means of communication, and Steven he, the director Mr. Wang, independent director Jia Limin and independent director Sun Jian attended the meeting by means of communication.
4. The meeting was presided over by Ms. pan Lichun, chairman and CEO, and the company’s supervisors and senior executives attended the meeting as nonvoting delegates. 5. The convening, convening and number of directors attending the meeting comply with the relevant provisions of the company law and Unittec Co.Ltd(000925) articles of Association (hereinafter referred to as the “articles of association”). 2、 Deliberations of the board meeting
Relevant proposals were passed by open ballot at this meeting, and the resolutions are as follows:
1. Listen to the 2021 annual report of independent directors and agree to report on their work at the 2021 annual general meeting of shareholders of the company
The current independent directors of the company are Mr. Yao Xianguo, Mr. Jia Limin, Mr. Yizhi, Mr. Huang Jianing and Mr. Sun Jian. The outgoing independent directors Mr. Qian Xingxing and Mr. Song hang have submitted the report on the work of independent directors in 2021 to the board of directors of the company, and the independent directors will report on their work at the 2021 annual general meeting of shareholders of the company.
The full text was published on cninfo.com on April 22, 2022 http://www.cn.info.com.cn. 。 2. Listen to the 2021 performance report of the audit committee of the board of directors
3. Listen to the summary of the audit committee of the board of directors on the audit work of Zhonghui Certified Public Accountants (special general partnership) in 2021
4. Listen to the report of the remuneration and assessment committee of the board of directors on the implementation of the remuneration assessment of directors, supervisors and senior managers in 2021
5. Listen to the report of the remuneration and assessment committee of the board of directors on the implementation of the distribution plan of employee incentive fund in 2021
6. Listen to the 2021 president’s work report of the company
The board of directors of the company carefully listened to the 2021 president’s work report, which objectively and truly reflected the work and achievements of the company’s management in implementing the resolutions of the board of directors, managing production and operation, and implementing various systems of the company in 2021.
7. The 2021 annual work report of the board of directors of the company was reviewed and approved, and the board of directors submitted it to the 2021 annual general meeting of shareholders of the company for deliberation
In 2021, the board of directors of the company implemented the resolutions of the general meeting of shareholders in strict accordance with the provisions of laws and regulations, normative documents and the articles of association, and with the attitude of being responsible to all shareholders. All directors performed their duties and performed their duties diligently.
The full text was published on cninfo.com on April 22, 2022 http://www.cn.info.com.cn. 。 Voting results: 10 in favor, 0 against and 0 abstention.
The result of the vote was passed.
8. The company’s 2021 annual financial statement was reviewed and approved, and the board of directors submitted it to the company’s 2021 annual general meeting for deliberation
The full text was published on cninfo.com on April 22, 2022 http://www.cn.info.com.cn. 。 Voting results: 10 in favor, 0 against and 0 abstention.
The result of the vote was passed.
9. The 2021 annual profit distribution plan of the company was reviewed and approved, and the board of directors submitted it to the 2021 annual general meeting of shareholders of the company for deliberation
According to the audit of Zhonghui Certified Public Accountants (special general partnership), the parent company achieved a net profit of 16453992460 yuan in 2021. According to the provisions of the company law of the people’s Republic of China and the Unittec Co.Ltd(000925) articles of association, the statutory reserve of 1429855912 yuan was withdrawn at 10% of the accumulated undistributed profits, and the total profit available for distribution in 2021 was 12868703205 yuan.
The profit distribution plan for 2021 is to distribute cash dividends of 0.5 yuan (including tax) to all shareholders for every 10 shares. Based on the company’s total share capital of 558041062 shares as of December 31, 2021, a total of 2790205310 yuan (including tax) is proposed to be distributed, accounting for 13.91% of the net profit attributable to ordinary shareholders of Listed Companies in the consolidated statements.
No bonus shares will be given this year, nor will the capital reserve be converted into share capital.
Independent directors have issued independent opinions on the distribution plan. See China Securities Journal, securities times, securities daily and cninfo.com on April 22, 2022 for details http://www.cn.info.com.cn. Announcement on profit distribution plan for 2021 of the company. Voting results: 10 in favor, 0 against and 0 abstention.
The result of the vote was passed.
10. Reviewed and approved the company’s self-evaluation report on internal control in 2021
The board of supervisors and independent directors issued verification opinions on the company’s self-evaluation report on internal control in 2021.
The full text was published on cninfo.com on April 22, 2022 http://www.cn.info.com.cn. 。 Voting results: 10 in favor, 0 against and 0 abstention.
The result of the vote was passed.
11. The 2021 annual social responsibility report of the company was reviewed and adopted
The full text was published on cninfo.com on April 22, 2022 http://www.cn.info.com.cn. 。 Voting results: 10 in favor, 0 against and 0 abstention.
The result of the vote was passed.
12. Reviewed and approved the company’s report on the remuneration assessment of directors, supervisors and senior managers in 2021
Independent directors have issued independent opinions on this report.
Voting results: 10 in favor, 0 against and 0 abstention.
The result of the vote was passed.
13. The special report on the deposit and use of raised funds in 2021 was reviewed and approved
Independent directors have issued independent opinions agreeing with this special report, and the recommendation institution Zheshang Securities Co.Ltd(601878) has issued verification opinions.
The full text was published on cninfo.com on April 22, 2022 http://www.cn.info.com.cn. 。 Voting results: 10 in favor, 0 against and 0 abstention.
The result of the vote was passed.
14. The company’s 2021 annual report and its summary were reviewed and approved, and the board of directors submitted it to the company’s 2021 annual general meeting for deliberation
The full text of the 2021 annual report was published on cninfo.com on April 22, 2022 http://www.cn.info.com.cn. , the summary of 2021 annual report was published in China Securities Journal, securities times, securities daily and cninfo.com on April 22, 2022 http://www.cn.info.com.cn. 。 Voting results: 10 in favor, 0 against and 0 abstention.
The result of the vote was passed.
15. The proposal on the achievement of exercise conditions in the third exercise period of stock options first granted by the company’s stock option and restricted stock incentive plan in 2019 was reviewed and approved
Ms. pan Lichun and Mr. Zhao Qin, the directors, are the incentive objects of this incentive plan and the affiliated directors of this proposal. They have avoided voting during the deliberation of this proposal and are deliberated and voted by the other 8 directors.
Independent directors have issued independent opinions agreeing with this proposal.
For details, please refer to China Securities Journal, securities times, securities daily and cninfo.com on April 22, 2022（ http://www.cn.info.com.cn. ）Announcement on the achievement of exercise conditions in the third exercise period of stock options first granted by the company’s stock option and restricted stock incentive plan in 2019.
Voting results: 8 affirmative votes, 0 negative votes, 0 abstention votes and 2 avoidance votes.
The result of the vote was passed.
16. Deliberated and passed the proposal on the achievement of lifting the restrictions in the third lifting period of the company’s stock option and restricted stock incentive plan for the first time granting restricted shares in 2019
Ms. pan Lichun and Mr. Zhao Qin, the directors, are the incentive objects of this incentive plan and the affiliated directors of this proposal. They have avoided voting during the deliberation of this proposal and are deliberated and voted by the other 8 directors.
Independent directors have issued independent opinions agreeing with this proposal.
For details, please refer to China Securities Journal, securities times, securities daily and cninfo.com on April 22, 2022（ http://www.cn.info.com.cn. ）Announcement on the achievement of the lifting of restrictions in the third lifting period of the company’s stock option and restricted stock incentive plan for the first time granting restricted shares in 2019.
Voting results: 8 affirmative votes, 0 negative votes, 0 abstention votes and 2 avoidance votes.
The result of the vote was passed.
17. The proposal on the achievement of exercise conditions in the first exercise period of stock options granted for the first time by the company’s stock option and restricted stock incentive plan in 2021 was reviewed and approved
Independent directors have issued independent opinions agreeing with this proposal.
For details, please refer to China Securities Journal, securities times, securities daily and cninfo.com on April 22, 2022（ http://www.cn.info.com.cn. ）Announcement on the achievement of exercise conditions in the first exercise period of stock options first granted by the company’s stock option and restricted stock incentive plan in 2021.
Voting results: 10 in favor, 0 against and 0 abstention.
The result of the vote was passed.
18. Deliberated and passed the proposal on the achievement of lifting the restrictions during the first lifting period of the company’s stock option and restricted stock incentive plan in 2021
Ms. pan Lichun and Mr. Zhao Qin, the directors, are the incentive objects of this incentive plan and the affiliated directors of this proposal. They have avoided voting during the deliberation of this proposal and are deliberated and voted by the other 8 directors.
Independent directors have issued independent opinions agreeing with this proposal.
For details, please refer to China Securities Journal, securities times, securities daily and cninfo.com on April 22, 2022（ http://www.cn.info.com.cn. ）Announcement on the achievement of lifting the restrictions during the first lifting period of the company’s stock option and restricted stock incentive plan for the first time granting restricted shares in 2021.
Voting results: 8 affirmative votes, 0 negative votes, 0 abstention votes and 2 avoidance votes.
The result of the vote was passed.
19. The proposal on implementing the distribution plan of employee incentive fund in 2021 was reviewed and passed
The directors, Ms. pan Lichun and Mr. Zhao Qin, who are the objects of this incentive, are the affiliated directors of this proposal. They have avoided voting during the deliberation of this proposal and are deliberated and voted by the other 8 directors.
Independent directors have issued independent opinions agreeing with this proposal.
For details, please refer to China Securities Journal, securities times, securities daily and cninfo.com on April 22, 2022（ http://www.cn.info.com.cn. ）Announcement on the implementation of the distribution plan of employee incentive fund in 2021.
Voting results: 8 affirmative votes, 0 negative votes, 0 abstention votes and 2 avoidance votes.
The result of the vote was passed.
20. The proposal on the company’s 2022 employee stock ownership plan (Draft) and its summary was reviewed and adopted, and submitted by the board of directors to the company’s 2021 annual general meeting for deliberation
The directors Ms. pan Lichun and Mr. Zhao Qin are the participants of the current employee stock ownership plan and the affiliated directors of the proposal. They have avoided voting during the deliberation of the proposal and are deliberated and voted by the other 8 directors.
Independent directors have issued independent opinions agreeing with this proposal.
The Unittec Co.Ltd(000925) 2022 employee stock ownership plan (Draft) was published on cninfo.com on April 22, 2022（ http://www.cn.info.com.cn. ）； The summary of Unittec Co.Ltd(000925) 2020 employee stock ownership plan (Draft) was published in China Securities Journal, securities times, securities daily and cninfo.com on April 22, 2022（ http://www.cn.info.com.cn. ）。 Voting results: 8 affirmative votes and 8 negative votes
