Securities code: Shanghai Hyp-Arch Architectural Design Consultant Co.Ltd(301024) securities abbreviation: Shanghai Hyp-Arch Architectural Design Consultant Co.Ltd(301024) Announcement No.: 2022032 Shanghai Hyp-Arch Architectural Design Consultant Co.Ltd(301024)
Announcement of resolutions of the third meeting of the third board of supervisors
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.
1、 Meetings of the board of supervisors
Shanghai Hyp-Arch Architectural Design Consultant Co.Ltd(301024) (hereinafter referred to as "the company") the third meeting of the third board of supervisors was held by means of communication on April 21, 2022, and the notice of the meeting was delivered to all supervisors by telephone, e-mail and other means on April 11, 2022. The meeting was convened and presided over by Ms. Huang Weiting, chairman of the board of supervisors. There were 3 supervisors who should attend the meeting and 3 supervisors who actually attended the meeting. The convening, convening and voting procedures of this meeting comply with relevant laws, regulations and the articles of association, and the meeting is legal and effective.
2、 Deliberation at the meeting of the board of supervisors
(I) the proposal on the company's work report of the board of supervisors in 2021 was deliberated and adopted
After deliberation, the board of supervisors held that during the reporting period, all members of the board of supervisors of the company carefully performed their supervision duties and supervised and verified the procedures for making business decisions, the implementation of legal operation, financial status and the establishment and improvement of internal control system in accordance with the provisions of the company law, the securities law, the articles of association, the rules of procedure of the board of supervisors and other relevant laws and regulations, It has played a positive role in ensuring the standardized operation and healthy development of the company.
For details, please refer to the company's disclosure on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Work report of the board of supervisors in 2021.
Voting results: 3 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(II) the proposal on the company's 2021 annual report and its summary was deliberated and adopted
The preparation procedure, contents and format of the annual report comply with the provisions of relevant laws, regulations and normative documents; During the preparation of the annual report, there was no disclosure of secrets or other acts in violation of laws and regulations, the articles of association or damaging the interests of the company; The information contained is true, accurate and complete, and there are no false records, misleading statements or major omissions.
For details, please refer to the company's disclosure on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Annual report 2021 and summary of annual report 2021.
Voting results: 3 in favor, 0 against and 0 abstention.
The proposal of the company needs to be submitted to the annual general meeting of shareholders in 2021.
(III) the proposal on the company's 2021 annual financial statement report was deliberated and adopted
In 2021, the company achieved a total operating revenue of 34123153544 yuan, an increase of 7.25% over the same period of last year; The net profit attributable to the shareholders of the listed company was 4689015524 yuan, a decrease of 35.70% over the previous year.
After deliberation, the board of supervisors held that the company's 2021 financial statement objectively and truly reflected the company's financial situation and operating results in 2021. The company's 2021 financial statements and notes have been audited by Lixin Certified Public Accountants (special general partnership) and issued a standard unqualified audit report.
For details, please refer to the company's disclosure on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Financial final accounts report of 2021.
Voting results: 3 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(IV) the proposal on the company's profit distribution plan in 2021 was deliberated and adopted
After deliberation, the board of supervisors considered that the company's profit distribution plan for 2021 was consistent with the company's operation in recent years and the company's relevant profit distribution policies, and actively rewarded the company's investors, which was conducive to the sustainable development of the company. There was no damage to the company and shareholders, and agreed to the company's profit distribution plan for 2021.
For details, please refer to the company's disclosure on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Announcement on profit distribution plan in 2021.
Voting results: 3 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(V) the proposal on the company's self-evaluation report on internal control in 2021 was deliberated and adopted
After deliberation, the board of supervisors held that the company has formulated a relatively sound internal control system in accordance with the requirements of relevant laws and regulations such as the company law, the Listing Rules of gem shares of Shenzhen Stock Exchange, and all internal control systems can be effectively implemented to ensure the standardized operation of the company. The company has established a series of relatively perfect internal control systems and can be effectively implemented. The company's self-evaluation report on internal control in 2021 truly and objectively reflects the construction and operation of the company's internal control system in 2021.
For details, please refer to the company's disclosure on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Self evaluation report on internal control in 2021.
Voting results: 3 in favor, 0 against and 0 abstention.
(VI) the proposal on the company's special report on the deposit and actual use of raised funds in 2021 was reviewed and approved
After deliberation, the board of supervisors held that the company strictly complied with the requirements of the Shenzhen Stock Exchange GEM Listing Rules and the company's measures for the management of raised funds, the deposit and use of raised funds were legal and compliant, and no violations of laws and regulations and acts detrimental to the interests of shareholders, especially small and medium-sized shareholders were found.
For details, please refer to the company's disclosure on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Special report on the deposit and use of raised funds in 2021.
Voting results: 3 in favor, 0 against and 0 abstention.
(VII) the proposal on the implementation of the remuneration of the company's directors, supervisors and senior managers in 2021 was deliberated and adopted
According to the decision of the company's third extraordinary general meeting in 2018, the principle of remuneration of the company's key management personnel (directors, supervisors and senior managers) is: Independent Directors receive an independent director allowance of 80000 yuan (including tax) / year in the company; Non independent directors, supervisors and senior managers who hold other positions in the company shall be paid according to their positions. Their salary level is mainly evaluated according to their positions, objectives and responsibilities, importance level, performance appraisal, annual business indicators and other factors, including post salary and performance salary.
The company held the 19th meeting of the second board of directors on December 1, 2021 and the fourth extraordinary general meeting of shareholders in 2021 on December 17, 2021, and completed the general election of the board of directors and the board of supervisors and the formulation of the remuneration scheme of the third directors, supervisors and senior managers.
According to the resolution of the fourth extraordinary general meeting of shareholders in 2021, the remuneration scheme of the company's directors, supervisors and senior managers is as follows:
Non independent directors serving at the company's operation level receive remuneration according to their actual positions and work contents in the company, do not receive remuneration as directors, and do not pay directors' allowances separately; Non independent directors who do not hold office in the company do not receive remuneration in the company. The allowance for independent directors is 80000 yuan / year (before tax).
Supervisors working at the company's operation level receive remuneration according to their actual positions and work contents in the company, do not receive remuneration as supervisors, and do not pay supervisors' allowances separately; Supervisors who do not hold office in the company will not receive remuneration in the company.
Senior managers of the company shall be comprehensively evaluated according to their positions in the company, objectives and responsibilities, importance level, performance appraisal, annual business indicators and other factors, including personal post salary + personal performance appraisal salary + annual business performance salary.
The application period of the above salary scheme is from the date of deliberation and approval of the fourth extraordinary general meeting of shareholders in 2021 to the date of adoption of the new salary scheme.
In 2021, the total remuneration of directors, supervisors and senior managers of the company: 8.7628 million yuan. For details, please refer to the company's disclosure on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Annual report 2021.
Voting results: 3 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(VIII) the proposal on the provision for asset impairment and write off of assets in 2021 was reviewed and approved. After deliberation, the board of supervisors held that the provision for asset impairment and write off of assets of the company comply with the provisions of the accounting standards for business enterprises and relevant accounting policies of the company, reflect the financial status and operating results of the company more accurately and fairly, and the decision-making procedures for the provision for asset impairment and write off of assets are legal and compliant, There is no situation that damages the interests of the company and shareholders. The board of supervisors agreed to the company's provision for asset impairment and write off of assets. For details, please refer to the company's disclosure on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Announcement on the provision for asset impairment and write off of assets in 2021.
Voting results: 3 in favor, 0 against and 0 abstention.
(IX) the proposal on using some idle raised funds for cash management was deliberated and adopted
After deliberation, in order to improve the use efficiency of the company's funds, under the condition of ensuring the construction of the investment projects with raised funds and the safe use of the raised funds, the board of supervisors agreed that the company would use the idle raised funds of no more than RMB 260 million for cash management under the premise of ensuring that the construction of the investment projects with raised funds would not be affected and the risk would be effectively controlled, so as to purchase financial products with high safety, good liquidity and low risk, The service life of a single product shall not exceed 12 months, and the review validity period is: from the date of deliberation and approval of the 2021 annual general meeting to the date of holding the 2022 annual general meeting, within the validity period of the above quota and period, it can be used circularly and continuously, and the principal and income of idle raised funds after the financial management period will be returned to the raised funds account in time.
For details, please refer to the company's disclosure on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Announcement on using some idle raised funds for cash management.
Voting results: 3 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(x) the proposal on renewing the appointment of accounting firms was deliberated and adopted
After deliberation, the board of supervisors held that: Lixin Certified Public Accountants (special general partnership) has the audit qualification of securities and futures related businesses. Since it provided audit services for the company, it has shown good professionalism in strict accordance with the requirements of the audit standards for Chinese certified public accountants, completed all audit work on time, and expressed audit opinions independently, objectively and impartially. It is hereby agreed to continue to employ him as the auditor of the company's 2022 financial report in combination with his professional ethics and ability to perform his duties.
For details, please refer to the company's disclosure on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Announcement on the proposed renewal of accounting firm.
Voting results: 3 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
3、 Documents for future reference
Resolution of the third meeting of the third board of supervisors of the company.
It is hereby announced.
Shanghai Hyp-Arch Architectural Design Consultant Co.Ltd(301024) board of supervisors
April 25, 2002
