Securities code: Shanghai Hyp-Arch Architectural Design Consultant Co.Ltd(301024) securities abbreviation: Shanghai Hyp-Arch Architectural Design Consultant Co.Ltd(301024) Announcement No.: 2022031 Shanghai Hyp-Arch Architectural Design Consultant Co.Ltd(301024)
Announcement of resolutions of the third 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
Shanghai Hyp-Arch Architectural Design Consultant Co.Ltd(301024) (hereinafter referred to as "the company") the third meeting of the third board of directors was held by means of communication on April 21, 2022, and the notice of the meeting was delivered to all directors by telephone, e-mail and other means on April 11, 2022. The meeting was convened and presided over by Mr. Gong Jun, chairman of the board of directors. Seven directors should attend the meeting. Seven directors attended the meeting by means of communication. The supervisors and some senior managers of the company attended the meeting as nonvoting delegates. 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、 Deliberations of the board meeting
(I) the proposal on the company's 2021 general manager's work report was deliberated and adopted
After deliberation by the directors attending the meeting, the board of directors held that in 2021, the management of the company effectively implemented the resolutions of the general meeting of shareholders and the board of directors in accordance with the requirements and business ideas of the board of directors, actively carried out various work, and the overall operation of the company was in good condition.
Voting results: 7 in favor, 0 against and 0 abstention.
(II) the proposal on the work report of the board of directors in 2021 was deliberated and adopted
Details of the 2021 annual report on the work of the board of directors of the company were disclosed on cninfo.com on the same day（ http://www.cn.info.com.cn. ）。 Chen Yang, Chen Ren and Ma Jing, the independent directors of the company, respectively submitted the report on the work of independent directors in 2021 to the board of directors, and the independent directors will report on their work at the 2021 annual general meeting of shareholders 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. ）Report on the work of independent directors in 2021.
Voting results: 7 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.
(III) the proposal on the company's 2021 annual report and its summary was deliberated and adopted
After deliberation by the directors attending the meeting, the board of Directors believes that the preparation procedures, contents and format of the annual report 2021 and the summary of the annual report 2021 of the company 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: 7 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 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 by the directors present at the meeting, the board of Directors believes that the company's financial statement for 2021 objectively and truly reflects 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: 7 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 profit distribution plan in 2021 was reviewed and approved
Audited by Lixin Certified Public Accountants (special general partnership), the net profit attributable to the shareholders of the listed company in 2021 was 4689015524 yuan; As of December 31, 2021, the undistributed profit on the balance sheet of the parent company was 21111445186 yuan and the capital reserve was 54768956865 yuan.
In accordance with the company law, the articles of association, the shareholders' dividend return plan for the three years after the company's listing (20212023) and the relevant provisions of the CSRC on cash dividends of listed companies, and in combination with the company's future sustainable and healthy development strategy, the company's profit distribution plan for 2021 is: Based on the total number of 42390000 shares of the company as of December 31, 2021, Distribute cash dividends of RMB 5.00 (including tax) to all shareholders for every 10 shares, and the total cash dividends distributed are RMB 2119500000 (including tax); At the same time, the capital reserve was used to increase 5 shares for every 10 shares to all shareholders, with a total of 21195000 shares. After the increase, the total share capital of the company increased to 63585000 shares. The remaining undistributed profits are carried forward and distributed in subsequent years.
If the company's share capital changes from the date when the board of directors deliberates and approves the profit distribution plan to the date before the implementation of the plan, the company will adjust the distribution proportion according to the principle of "total cash dividends and total converted share capital are fixed" based on the total share capital on the equity registration date when the distribution plan is implemented.
The independent directors of the company expressed their independent opinions on the matter.
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: 7 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.
(VI) the proposal on the company's self-evaluation report on internal control in 2021 was deliberated and passed. After deliberation by the participating directors, the board of directors held that the company has established a relatively perfect corporate governance structure and a relatively sound internal control system in combination with its own business characteristics and risk factors. The company's internal control system has strong pertinence, rationality and effectiveness, and has been well implemented and implemented, It can provide reasonable guarantee for the preparation of true and fair financial statements, and guarantee the healthy operation of the company's business activities and the control of business risks.
The independent directors of the company expressed their independent opinions on the matter, and the sponsor Changjiang Securities Company Limited(000783) underwriting sponsor Co., Ltd. issued verification opinions on the matter.
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.
(VII) 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 by the directors attending the meeting, the board of directors held that the company used the raised funds in strict accordance with the company law, the securities law, the guidelines for self discipline supervision of listed companies on Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM and other laws, regulations and normative documents, as well as the requirements of the company's measures for the administration of raised funds, and truly, accurately, completely and timely fulfilled the relevant information disclosure obligations, There is no illegal use of the raised funds.
The independent directors of the company expressed their independent opinions on the matter, and the sponsor Changjiang Securities Company Limited(000783) underwriting sponsor Co., Ltd. issued verification opinions on the matter.
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: 7 in favor, 0 against and 0 abstention.
(VIII) 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.
The independent directors of the company expressed their independent opinions on the matter.
Voting results: 7 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.
(IX) the proposal on the provision for impairment of assets and write off of assets in 2021 was deliberated and adopted. After deliberation by the participating directors, the board of directors held that the provision for impairment of assets 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 principle of accounting prudence and conform to the actual situation of the company, The provision for asset impairment and write off of assets can fairly reflect the company's asset status and operating results, making the company's accounting information more reasonable. The board of directors of the company agreed to withdraw the provision for asset impairment and write off 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: 7 in favor, 0 against and 0 abstention.
(x) the proposal on using some idle raised funds for cash management was deliberated and adopted
After deliberation by the directors attending the meeting, in order to improve the use efficiency of the company's funds, under the condition of ensuring the construction of investment projects with raised funds and the safe use of raised funds, the board of directors of the company agreed that the company would use idle raised funds of no more than 260 million yuan for cash management to purchase financial products with high safety, good liquidity and low risk, and the service life of a single product should not exceed 12 months, The review validity period is: from the date of review and approval by 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 recycled and used, and the principal and income after the expiration of financial management will be returned to the raised fund account in time. At the same time, the board of directors submitted the matter to the general meeting of shareholders for deliberation, and authorized the chairman of the company and his authorized persons to sign relevant contract documents within the above limit, including but not limited to selecting qualified issuers of financial products, clarifying financial amount, selecting varieties of financial products, signing relevant contracts, etc., and authorized the financial department of the company to implement relevant matters.
The independent directors of the company expressed their independent opinions on the matter, and the sponsor Changjiang Securities Company Limited(000783) underwriting sponsor Co., Ltd. issued verification opinions on the matter.
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: 7 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.
（11） The proposal on renewing the appointment of accounting firms was deliberated and adopted
After deliberation by the directors attending the meeting, the board of Directors believes 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 strictly followed the requirements of the audit standards for Chinese certified public accountants, demonstrated good professionalism, completed all audit work on time, and expressed audit opinions independently, objectively and impartially. Now, in combination with his professional ethics and ability to perform his duties, it is agreed to continue to hire him as the auditor of the company's 2022 financial report and submit it to the company's 2021 annual general meeting for deliberation. At the same time, the board of directors requested the general meeting of shareholders to authorize the management of the company to determine the specific audit fees for 2022 and sign relevant contracts and documents according to the market conditions and the negotiation between the two parties.
The independent directors of the company expressed their prior approval opinions and independent opinions on the matter.
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: 7 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.
（12） The proposal on convening the 2021 annual general meeting of shareholders was deliberated and adopted
The board of directors of the company decided to hold the 2021 annual general meeting of shareholders in the company's conference room at 14:30 p.m. on May 20, 2022
