Wondershare Technology Group Co.Ltd(300624)
Announcement on the resolution of the 36th meeting of the third board of directors
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Meetings of the board of directors
Wondershare Technology Group Co.Ltd(300624) (hereinafter referred to as “the company”) held the 36th meeting of the third board of directors (hereinafter referred to as “the board of directors”), which was notified to all directors by means of communication and e-mail on April 12, 2022. The meeting was held on April 22, 2022 in the conference room on the 10th floor, block D, building 5, Haitian 2nd Road software industry base, Nanshan District, Shenzhen.
Five directors should attend the meeting and five actually attended. The meeting was presided over by Mr. Wu taibing, chairman of the company, and all supervisors and senior managers of the company attended the meeting as nonvoting delegates. The convening and convening of this meeting comply with the provisions of laws, administrative regulations, departmental rules, normative documents, the articles of association and the rules of procedure of the board of directors.
2、 Deliberations of the board meeting
After deliberation and voting by all directors, the following resolutions are unanimously formed:
1. The proposal on the company’s 2021 annual general manager’s work report was deliberated and adopted
On behalf of the management, Mr. Wu taibing, the general manager of the company, summarized the work of 2021. The board of Directors believes that the work report of the general manager in 2021 truly and accurately reflects the overall operation and management of the company in 2021: the management of the company effectively implemented the resolutions of relevant authorities in 2021 and fully promoted the business development according to the established strategic direction.
Voting results: 5 in favor, 0 against and 0 abstention.
2. The proposal on the work report of the board of directors in 2021 was deliberated and adopted
In 2021, the board of directors of the company strictly abided by the company law, the securities law and other laws and regulations, fully performed the responsibilities entrusted by the articles of association, earnestly implemented various resolutions of the general meeting of shareholders, and all directors were diligent and fulfilled various tasks. Independent directors Mr. Chen Qisheng, Mr. Dai Yang and Mr. Huang Zhuanyi submitted the 2021 report on the work of independent directors to the board of directors respectively and will report on their work at the 2021 annual general meeting of shareholders of the company.
For details, please refer to cninfo.com（ http://www.cn.info.com.cn. ）Relevant announcements.
Voting results: 5 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. The proposal on the full text and summary of the company’s 2021 annual report was deliberated and adopted
The board of directors of the company verified that the information contained in the full text and summary of the 2021 annual report of the company truly, accurately and completely reflected the actual situation of the company’s operation in 2021, and there were no false records, misleading statements or major omissions.
For details, please refer to cninfo.com（ http://www.cn.info.com.cn. ）Relevant announcements. Voting results: 5 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. Deliberated and passed the proposal on the company’s 2021 annual financial statement report
After deliberation, the board of Directors 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: 5 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. The proposal on the company’s plan not to carry out profit distribution in 2021 was reviewed and approved
In accordance with the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies and the articles of association, and in combination with the company’s current operation, profit distribution over the years, as well as the capital arrangement plan and development plan for 2022, and on the premise of taking into account the company’s development, future investment plan and shareholders’ interests, the board of directors of the company has formulated the profit distribution plan for 2021 as follows: no cash dividends, no bonus shares, The capital reserve shall not be converted into share capital, and the undistributed profits shall be carried forward to the following years.
The independent directors of the company expressed their independent opinions on this.
For details, please refer to cninfo.com（ http://www.cn.info.com.cn. ）Relevant announcements. Voting results: 5 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.
6. Deliberated and passed the proposal on the company’s special explanation on the occupation of funds by controlling shareholders and other related parties
After deliberation, the company did not occupy the company’s funds in violation of regulations by the controlling shareholders and other related parties in 2021, nor did it provide the funds directly or indirectly to the controlling shareholders and other related parties for use.
The independent directors of the company expressed their independent opinions, and Dahua Certified Public Accountants (special general partnership) issued special audit instructions.
For details, please refer to cninfo.com（ http://www.cn.info.com.cn. ）Relevant announcements. Voting results: 5 in favor, 0 against and 0 abstention.
7. The proposal on the company’s self-evaluation report on internal control in 2021 was deliberated and adopted
The board of directors of the company believes that the company has established a sound internal control system in combination with its own business characteristics and risk factors. The internal control system of the company has strong pertinence, rationality and effectiveness, and has been well implemented and implemented, which can provide a reasonable guarantee for the preparation of true and fair financial statements, and the healthy operation of various business activities and the control of business risks.
The independent directors of the company expressed their independent opinions on this, and the recommendation institution of the company issued verification opinions. For details, please refer to cninfo.com（ http://www.cn.info.com.cn. ）Relevant announcements. Voting results: 5 in favor, 0 against and 0 abstention.
8. The proposal on the company’s special report on the deposit and use of raised funds in 2021 was reviewed and approved
The company has prepared the special audit report on the use of the raised funds of the partnership (2021) and issued the special audit report on the use of the raised funds of the partnership.
The independent directors of the company expressed their independent opinions on this.
For details, please refer to cninfo.com（ http://www.cn.info.com.cn. ）Relevant announcements. Voting results: 5 in favor, 0 against and 0 abstention.
9. The proposal on the company and its subsidiaries applying for comprehensive credit line from banks and other financial institutions in 2022 was deliberated and adopted
In order to meet the capital needs of the company’s operation and development, the company and its subsidiaries (including subsidiaries at all levels included in the scope of the company’s consolidated statements) plan to apply for a comprehensive credit line of no more than 500 million yuan from banks, financial leasing companies and other relevant financial institutions. The final credit line shall be subject to the credit line actually approved by the financial institutions, and the credit period shall end on the date of the next annual general meeting of shareholders. Upon review, the directors present at the meeting believed that the contents and review procedures of this matter comply with relevant laws, regulations, normative documents, articles of association and other relevant provisions, and do not harm the interests of the company and other shareholders.
The independent directors of the company expressed their independent opinions on this.
Voting results: 5 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.
10. 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 Directors believes that Dahua Certified Public Accountants (special general partnership) has issued various professional reports for the company in accordance with the independent practice standards in the previous annual audit of the company, and the contents of the report are objective and fair. It is agreed that the company will continue to employ Dahua Certified Public Accountants (special general partnership) as the audit institution of the company in 2022.
The independent directors of the company expressed their independent opinions approved and agreed in advance.
For details, please refer to cninfo.com（ http://www.cn.info.com.cn. ）Relevant announcements. Voting results: 5 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.
11. The proposal on using idle self owned funds for entrusted financial management was deliberated and adopted
In order to improve the use efficiency of the company’s idle self owned funds, the company uses the idle self owned funds of no more than RMB 500 million for entrusted financial management under the premise of ensuring that it does not affect the daily operation capital demand and capital safety, the normal turnover needs of the company’s daily funds and the normal development of the company’s main business, so as to purchase medium and low-risk financial products with high safety and good liquidity, Obtain more return on investment for the company and shareholders. 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.
The independent directors of the company have expressed their independent opinions on this; The company’s recommendation agency issued verification opinions For details, please refer to cninfo.com（ http://www.cn.info.com.cn. ）Relevant announcements. Voting results: 5 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.
12. The proposal on the general election of the board of directors and the nomination of candidates for non independent directors of the Fourth Board of directors was deliberated and adopted
Since the term of office of the third board of directors of the company has expired, in accordance with relevant laws, regulations, normative documents and the articles of association, the third board of directors of the company nominated Mr. Wu taibing, Mr. Sun Chun and Mr. Zhu Wei as candidates for non independent directors of the Fourth Board of directors of the company after being reviewed by the nomination committee of the company. The term of office of the non independent directors of the Fourth Board of directors of the company shall be three years from the date of adoption of the election at the 2021 annual general meeting of shareholders of the company.
1. Nominate Mr. Wu taibing as a candidate for non independent director of the Fourth Board of directors of the company;
Voting results: 5 in favor, 0 against and 0 abstention.
2. Nominate Mr. Sun Chun as a candidate for non independent director of the Fourth Board of directors of the company;
Voting results: 5 in favor, 0 against and 0 abstention.
3. Nominate Mr. Zhu Wei as a candidate for non independent director of the Fourth Board of directors of the company;
Voting results: 5 in favor, 0 against and 0 abstention.
The independent directors of the company expressed their independent opinions on this. 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.
13. The proposal on the general election of the company’s board of directors and the nomination of independent director candidates for the Fourth Board of directors was deliberated and adopted
Since the term of office of the third board of directors of the company has expired, in accordance with relevant laws, regulations, normative documents and the articles of association, the third board of directors of the company nominated Mr. Chen Qisheng and Mr. Dai Yang as candidates for independent directors of the Fourth Board of directors of the company after being reviewed by the nomination committee of the company. The term of office of the independent directors of the Fourth Board of directors of the company shall be three years from the date of adoption of the election at the 2021 annual general meeting of shareholders of the company.
The voting results are as follows:
1. Nominate Mr. Chen Qisheng as the candidate for independent director of the Fourth Board of directors of the company;
Voting results: 5 in favor, 0 against and 0 abstention.
2. Nominate Mr. Dai Yang as the candidate for independent director of the Fourth Board of directors of the company;
Voting results: 5 in favor, 0 against and 0 abstention.
The independent directors of the company expressed their independent opinions on this. 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.
14. The proposal on Abolishing part of the granted but not yet vested restricted shares of class II was deliberated and adopted. According to the relevant provisions of the measures for the administration of equity incentive of listed companies, the company’s 2021 restricted stock incentive plan (Draft), the measures for the administration of the implementation and assessment of the 2021 restricted stock incentive plan, and the authorization of the company’s first extraordinary general meeting in 2021, As 46 incentive objects have resigned for personal reasons and do not meet the provisions on Incentive objects in the company’s incentive plan, the board of directors deliberated and decided to cancel 1718000 shares of restricted shares granted but not yet vested; As the company failed to meet the specified performance assessment indicators in 2021 and the attribution conditions in the first attribution period were not achieved, the board of directors of the company decided to cancel 724000 restricted shares that cannot be attributed to 203 incentive objects in the first attribution period. The above-mentioned restricted shares to be cancelled totaled 2442000 shares.
The independent directors of the company expressed their independent opinions on this.
For details, please refer to cninfo.com（ http://www.cn.info.com.cn. ）Relevant announcements. Voting results: 5 in favor, 0 against and 0 abstention.
15. The proposal on canceling the granting of restricted shares reserved in the 2021 restricted stock incentive plan was deliberated and adopted
According to the relevant provisions of the company’s 2021 restricted stock incentive plan (Draft), as the reserved part of the company’s incentive plan will be valid for more than 12 months, the company has not confirmed the potential incentive object of the reserved part of the rights and interests, and decided to cancel the reserved 1 million restricted shares.
The independent directors of the company made comments on this
