Stock abbreviation: Shanying International Holdings Co.Ltd(600567) Stock Code: 600567 Announcement No.: pro 2022-003
Bond abbreviation: Shanying convertible bond bond Code: 110047
Bond abbreviation: ying19 convertible bond bond Code: 110063
Shanying International Holdings Co.Ltd(600567)
Announcement on resolutions of the 14th meeting of the 8th 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.
1、 Meetings held
The notice of the 14th meeting of the 8th board of directors of Shanying International Holdings Co.Ltd(600567) (hereinafter referred to as “the company”) was sent to all directors by telephone and e-mail on January 6, 2022. The meeting was held in the conference room of the company by means of communication and on-site voting on January 11, 2022. The meeting was presided over by Mr. Wu Mingwu, the chairman of the company, and attended by the supervisors and senior managers of the company. The meeting was held in accordance with the relevant provisions of the company law of the people’s Republic of China and the articles of association.
2、 Deliberations of the meeting
After deliberation and voting, the following resolutions were adopted at the meeting:
(I) the proposal on renewing the appointment of accounting firms was deliberated and adopted
It is agreed to appoint ShineWing Certified Public Accountants (special general partnership) as the company’s audit institution in 2021 to provide the company with financial report audit and internal control audit services in 2021. According to the actual situation of the company’s financial audit business and internal control audit workload, the audit fee for this period is determined through negotiation to be RMB 4.7 million (excluding transportation, accommodation and accommodation expenses during the audit period), An increase of 200000 yuan over the previous year, of which the audit cost of financial report in 2021 was 4.2 million yuan, an increase of 200000 yuan over the previous year; The internal control audit fee in 2021 was 500000 yuan, the same as that in the previous period.
Voting results: 6 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
The prior approval and independent opinions of the independent directors on the matter were published on the website of Shanghai Stock Exchange (www.sse. Com. CN.) on January 12, 2022. Specific provisions of the announcement on renewing the appointment of accounting firms
The contents were published in Shanghai Securities News, China Securities News, securities times and the website of Shanghai Stock Exchange (www.sse. Com. CN.) on January 12, 2022 (Announcement No.: p.2022-004).
(II) the proposal on adding daily connected transactions was deliberated and adopted
In order to meet the needs of daily production and operation, the company newly added the amount of daily related party transactions with cloud printing technology (Shenzhen) Co., Ltd. and its controlled enterprises from January to March 2022, which shall not exceed RMB 207.02 million. The above transactions are procurement, sales and leasing businesses required for the company’s daily production and operation. The newly added related party transactions are based on the transformation of transactions within the scope of the original consolidated statements into related party transactions caused by the equity transfer of yunyin Technology (Shenzhen) Co., Ltd., which has played a positive role in ensuring the stable development of the company’s production and operation. The related party transactions are priced based on the market price, follow the principles of openness, fairness and impartiality, and do not damage the interests of the company and its shareholders, It will not affect the independence of the company.
Voting results: 6 in favor, 0 against and 0 abstention.
The independent opinions of the independent directors on this matter were published on the website of Shanghai Stock Exchange (www.sse. Com. CN.) on January 12, 2022. The specific contents of the announcement on new daily connected transactions were published in Shanghai Securities Journal, China Securities Journal, securities times and the website of Shanghai Stock Exchange (www.sse. Com. CN) on January 12, 2022 (Announcement No.: p.2022-005).
(III) the proposal on share distribution of the first phase of shareholding plan of partners of chuangxiang incentive fund was deliberated and adopted
On July 22, 2019, after deliberation and approval at the 23rd Meeting of the seventh board of directors, the company granted the specific performance reward shares of the first phase of the shareholding plan of partners of chuangxiang incentive fund (hereinafter referred to as the “shareholding plan”) to the holders. Among them, there are 9 directors, supervisors and senior managers, 19145797 individual contributions and granted shares, 421 other employees (including non Chinese employees in accordance with laws and regulations), 210468029 individual contributions and granted shares and 40386174 reserved shares. The specific contents of the announcement were published in Shanghai Securities News, China Securities News, securities times and the website of Shanghai Stock Exchange (www.sse. Com. CN.) on July 24, 2019 (Announcement No.: pro 2019-068).
The duration of the shareholding plan is 7 years, the lock up period of the underlying shares obtained is 36 months, and the lock up period of 72614742 shares of the shareholding plan will expire on December 28, 2021. Since 73 holders of the share holding plan have resigned before the expiration of the lock up period, the company has recovered 33285435 granted shares. In order to meet the needs of the company’s sustainable development and motivate outstanding talents, some shares are reserved in the shareholding plan, with 40386174 reserved shares. The above resignation and reserved shares are 73671609 in total.
In accordance with the relevant provisions of the company’s stock ownership plan and the requirements for participants, it is agreed to add 450 employees of the company as participants of the stock ownership plan. The above employees meet the assessment requirements of the company’s stock ownership plan and are granted 73671609 resignation and reserved shares in total. The share distribution of the adjusted shareholding plan is as follows:
Proportion of share (yuan) held by No. holder (%)
Directors, supervisors and senior managers: Pan Jintang, Lian
1 Qiao Ling, Zhan Zhengfeng, Zhang Jiasheng, Zhu Wansu, Jiang Yu 16705797 6.19
Lin, Shi Chunmao
2 there are 800 other employees in total (including 253294203 93.81 in accordance with laws and regulations)
(non Chinese employees)
Total 270000000 100.00%
Note: Mr. Sun Xiaomin, former director and vice president of the company, and Mr. Xiong Hui, former vice president of the company, have resigned before the expiration of the lock-in period of the shareholding plan, and the company has recovered 2.44 million granted shares.
Voting results: 4 in favor, 0 against and 0 abstention. Mr. Pan Jintang, director and vice president, and Ms. Lian Qiaoling withdrew from voting as related directors.
(IV) the proposal on adjusting the setting of internal organization was deliberated and adopted
In order to improve the management level and operation efficiency of the company, the board of directors agreed to adjust the internal organizational structure of the company. After the adjustment, the functional departments of the company are set as: financial center, innovation and transformation office, legal compliance center, public affairs center, digital center, human resources center, strategic investment center, Business Excellence Center, securities department, audit and supervision center and industrial business department.
Voting results: 6 in favor, 0 against and 0 abstention.
(V) the proposal on convening the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted
The company plans to hold the first extraordinary general meeting of shareholders in 2022 by combining on-site voting and online voting at 2:30 p.m. on January 27, 2022. To better cooperate with New Coronavirus in the prevention and control of pneumonia, the meeting will be held at the Binjiang international 6 building, 645, annpu Road, Yangpu District, Shanghai. The meeting will consider the following proposals:
1. Proposal on re employment of accounting firm
Voting results: 6 in favor, 0 against and 0 abstention.
The specific contents of the notice on convening the first extraordinary general meeting of shareholders in 2022 were published on the website of Shanghai Stock Exchange (www.sse. Com. CN.) on January 12, 2022 Shanghai Securities News, China Securities News and securities times (Announcement No.: 2022-006).
3、 Documents for future reference
1. Resolutions of the 14th meeting of the 8th board of directors of the company;
2. Prior approval and independent opinions of independent directors on matters related to the 14th meeting of the 8th board of directors.
It is hereby announced.
Shanying International Holdings Co.Ltd(600567) board of directors January 12, 2002
