Wondershare Technology Group Co.Ltd(300624)
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.
Announcement on the resolution of the 33rd meeting of the third board of supervisors
1、 Meetings of the board of supervisors
Wondershare Technology Group Co.Ltd(300624) (hereinafter referred to as “the company”) held the 33rd meeting of the third board of supervisors (hereinafter referred to as “the board of supervisors”), which was notified to all supervisors by means of communication and e-mail on April 12, 2022 and held on site in the conference room on the 10th floor, block D, building 5, Haitian 2nd Road software industry base, Nanshan District, Shenzhen on April 22, 2022, The meeting was presided over by Mr. Yang Wenliang, chairman of the board of supervisors. There are 3 supervisors who should vote in this meeting and 3 supervisors who actually vote. The convening, convening and voting of this meeting comply with the company law of the people’s Republic of China and other relevant laws and regulations and the relevant provisions of the articles of association.
2、 Deliberation at the meeting of the board of supervisors
After deliberation and voting by all supervisors, a resolution is unanimously formed as follows:
1. The proposal on the work report of the board of supervisors in 2021 was deliberated and adopted
After verification, the board of supervisors believes that all supervisors strictly abide by the company law, the articles of association, the rules of procedure of the board of supervisors and other relevant requirements, perform their duties diligently, exercise their functions and powers according to law, protect the shareholders’ rights and interests, the interests of the company and the legitimate rights and interests of employees, and the work report of the board of supervisors in 2021 truly, accurately and completely reflects the work of the board of supervisors in 2021.
For details, please refer to cninfo.com（ http://www.cn.info.com.cn. ）Relevant announcements. 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.
2. The proposal on the full text and summary of the company’s 2021 annual report was deliberated and adopted
After deliberation, the board of supervisors held that the procedures for the board of directors to prepare and review the full text and summary of the company’s 2021 annual report comply with laws, administrative regulations and the provisions of the CSRC, and the contents of the report truly, accurately and completely reflect the actual situation of the company, without any false records, misleading statements or major omissions.
For details, please refer to cninfo.com（ http://www.cn.info.com.cn. ）Relevant announcements. 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. Deliberated and passed the proposal on the company’s 2021 annual financial statement report
After deliberation, the board of supervisors believes that the company’s 2021 financial statement objectively and truly reflects the company’s financial situation and operating results in 2021.
For details, please refer to cninfo.com（ http://www.cn.info.com.cn. ）Relevant announcements. 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.
4. The proposal on the company’s plan not to carry out profit distribution in 2021 was reviewed and approved
The company’s profit distribution plan for the year 20212022 does not comply with the provisions of the company’s profit distribution plan and the company’s profit distribution plan for the year 20212022. The supervisors believe that the company’s profit distribution plan for the year 2022 does not comply with the provisions of the company’s profit distribution plan for the year 20212022 Compliance and rationality. Therefore, we unanimously agree with the plan proposed by the board of directors that no profit distribution will be carried out in 2021.
For details, please refer to cninfo.com（ http://www.cn.info.com.cn. ）Relevant announcements. 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.
5. Deliberated and passed the proposal on the company’s special explanation on the occupation of funds by controlling shareholders and other related parties
After verification, the board of supervisors believes that the company’s special statement on the occupation of funds by controlling shareholders and other related parties truthfully reflects the actual situation of the company. In 2021, the controlling shareholders did not occupy the company’s funds. The business transactions between the company and its subsidiaries meet the normal business needs of the company, and the relevant transactions follow the principles of objectivity, fairness, equality, voluntariness and mutual benefit, There is no situation that damages the interests of the company and shareholders, especially small and medium-sized shareholders, and its voting procedures are legal and effective.
For details, please refer to cninfo.com（ http://www.cn.info.com.cn. ）Relevant announcements. Voting results: 3 in favor, 0 against and 0 abstention.
6. The proposal on the company’s self-evaluation report on internal control in 2021 was deliberated and adopted
The board of supervisors believes that the company’s self-evaluation report on internal control in 2021 truthfully reflects the needs of the company’s operation and development. The company needs to continuously deepen management and further improve the internal control system to meet the needs of the company’s development and the requirements of relevant national laws and regulations.
For details, please refer to cninfo.com（ http://www.cn.info.com.cn. ）Relevant announcements. Voting results: 3 in favor, 0 against and 0 abstention.
7. The proposal on the company’s special report on the deposit and use of raised funds in 2021 was reviewed and approved
After review, the board of supervisors believes that the special report on the deposit and use of raised funds in 2021 prepared by the board of directors of the company meets the requirements of self regulatory guidelines for companies listed on Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM and the company’s measures for the administration of the use of raised funds, and truthfully reflects the use and management of the company’s raised funds as of December 31, 2021, There is no illegal use of the raised funds or damage to the interests of shareholders.
For details, please refer to cninfo.com（ http://www.cn.info.com.cn. ）Relevant announcements. Voting results: 3 in favor, 0 against and 0 abstention.
8. The proposal on the company’s reappointment of Dahua Certified Public Accountants (special general partnership) as the audit institution in 2022 was reviewed and approved
After deliberation, the board of supervisors believes that Dahua Certified Public Accountants (special general partnership) is now the audit institution of the company in 2021. The Institute can carry out audit work in accordance with relevant national regulations and the requirements of Certified Public Accountants’ practice norms, and express audit opinions independently and objectively.
We agree to continue to employ Dahua Certified Public Accountants (special general partnership) as the financial audit institution of the company in 2022.
For details, please refer to cninfo.com（ http://www.cn.info.com.cn. ）Relevant announcements. 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.
9. The proposal on using idle self owned funds for entrusted financial management was deliberated and adopted
After deliberation, the board of supervisors believes that the company’s entrusted financial management with idle self owned funds is carried out on the premise of not affecting the normal production and operation of the company, and the investment decision-making process meets the requirements of relevant laws and regulations, which is conducive to improving the use efficiency of the company’s funds. Therefore, all supervisors agree that the company uses idle self owned funds for entrusted financial management. The investment period is from the date of deliberation and approval of the general meeting of shareholders to the date of holding the general meeting of shareholders of the next year. The company can use idle self owned funds in a rolling manner within the above limit and period.
For details, please refer to cninfo.com（ http://www.cn.info.com.cn. ）Relevant announcements.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
10. The proposal on the general election of the board of supervisors of the company and the nomination of candidates for non employee representative supervisors of the Fourth Board of supervisors was deliberated and adopted
The term of office of the third board of supervisors of the company has expired. According to the relevant provisions of the company law and the articles of association, the general election of the board of supervisors will be held. The Fourth Board of supervisors consists of three supervisors, including one employee representative supervisor and two non employee representative supervisors. The board of supervisors of the company nominated Mr. Yang Wenliang and Mr. Ling Shuguang as candidates for non employee supervisors of the Fourth Board of supervisors of the company.
After the above two candidates for non employee representative supervisors are reviewed and approved by the company’s 2021 annual general meeting of shareholders, they will form the Fourth Board of supervisors together with the employee representative supervisors elected by the company’s employee representative meeting. The term of office of the Fourth Board of supervisors of the company is three years, calculated from the date of deliberation and approval of the company’s 2021 annual general meeting of shareholders.
The voting results are as follows:
1. Nominate Mr. Yang Wenliang as a candidate for non employee supervisor of the Fourth Board of supervisors of the company;
Voting results: 3 in favor, 0 against and 0 abstention.
2. Nominate Mr. Ling Shuguang as a candidate for non employee supervisor of the Fourth Board of supervisors of the company;
Voting results: 3 in favor, 0 against and 0 abstention.
For details, please refer to cninfo.com（ http://www.cn.info.com.cn. ）Relevant announcements. This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
11. After deliberation and approval of the proposal on Abolishing part of the granted but not vested restricted shares of class II, the board of supervisors believes that some incentive objects have resigned and do not have the qualification of incentive objects, and the company will abolish the granted but not vested restricted shares. The restricted shares that cannot be vested in the first vesting period of the company’s 2021 restricted stock incentive plan shall be invalidated in accordance with relevant laws, regulations, normative documents, the company’s 2021 restricted stock incentive plan (Draft) and other relevant provisions. Therefore, the board of supervisors agreed that the company would cancel the class II restricted shares that have been granted but not yet vested.
For details, please refer to cninfo.com（ http://www.cn.info.com.cn. ）Relevant announcements. Voting results: 3 in favor, 0 against and 0 abstention.
12. The proposal on canceling the granting of restricted shares reserved in the 2021 restricted stock incentive plan was deliberated and adopted
After verification, the board of supervisors believes that the company’s cancellation of the 2021 restricted stock incentive plan and the grant of reserved restricted shares comply with the relevant provisions of the measures for the administration of equity incentive of listed companies and the 2021 restricted stock incentive plan (Draft). It will not affect the company’s share capital structure, have a substantial impact on the company’s financial status and operating results, and will not affect the diligence of the company’s management team. The board of supervisors agreed to cancel the granting of 1 million restricted shares reserved in the company’s 2021 restricted stock incentive plan.
For details, please refer to cninfo.com（ http://www.cn.info.com.cn. ）Relevant announcements. Voting results: 3 in favor, 0 against and 0 abstention.
13. The proposal on the company’s report for the first quarter of 2022 was deliberated and adopted
After deliberation, the board of supervisors held that the procedures for the preparation and review of the company’s report for the first quarter of 2022 by the board of directors comply with laws, administrative regulations and the provisions of the CSRC, and the contents of the report truly, accurately and completely reflect the actual situation of the company, without any false records, misleading statements or major omissions.
For details, please refer to cninfo.com（ http://www.cn.info.com.cn. ）Relevant announcements. Voting results: 3 in favor, 0 against and 0 abstention.
3、 Documents for future reference
1. Resolution of the 33rd meeting of the third board of supervisors of the company.
It is hereby announced.
Wondershare Technology Group Co.Ltd(300624) board of supervisors
April 23, 2022
