Securities code: Zwsoft Co.Ltd(Guangzhou)(688083) securities abbreviation: Zwsoft Co.Ltd(Guangzhou)(688083) Announcement No.: 2022024 Zwsoft Co.Ltd(Guangzhou)(688083)
Announcement on the resolutions of the 17th meeting of the 5th 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 of the board of directors
Zwsoft Co.Ltd(Guangzhou)(688083) (hereinafter referred to as “the company”) the 17th meeting of the 5th board of directors (hereinafter referred to as “the meeting”) was held on April 24, 2022 in the form of on-site meeting and communication voting. With the unanimous consent of all directors, the notice time limit of this meeting is exempted. Mr. Du Yulin, chairman of the board of directors, presided over the meeting. There were 7 directors who should attend the meeting and 7 actually attended the meeting. The meeting was convened and held in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and other relevant laws, regulations and rules, as well as the Zwsoft Co.Ltd(Guangzhou)(688083) articles of Association (hereinafter referred to as the “articles of association”) and the rules of procedure of Zwsoft Co.Ltd(Guangzhou)(688083) board of directors.
2、 Deliberations of the board meeting
（1） Proposal on canceling some proposals of 2021 annual general meeting of shareholders
It is agreed to cancel the proposal on the company’s profit distribution plan in 2021, which was deliberated and adopted at the 15th meeting of the Fifth Board of directors, and will not be submitted to the company’s 2021 annual general meeting for deliberation.
Voting: 7 in favor, 0 against and 0 abstention.
（2） Proposal on the company’s annual profit distribution in 2021 and the conversion of capital reserve into share capital scheme the board of directors of the company received the letter on the proposal of the controlling shareholder and the actual controller to add an interim proposal to the Zwsoft Co.Ltd(Guangzhou)(688083) 2021 annual general meeting of shareholders submitted in writing by Mr. Du Yulin, the controlling shareholder and the actual controller of the company, The board of directors of the company is requested to submit the proposal on the company’s 2021 annual profit distribution and capital reserve conversion to share capital scheme as an interim proposal to the 2021 annual general meeting of shareholders of the company for deliberation. Based on the announcement of 2021 annual profit distribution scheme (Announcement No. 2022012) disclosed on the Shanghai Stock Exchange and statutory disclosure media, the proposal adds the content of converting capital reserve to share capital to all shareholders, That is: distribute cash dividend of RMB 10.00 (including tax) to all shareholders for every 10 shares, convert the capital reserve into share capital, and increase 4 shares for every 10 shares to all shareholders.
The board of directors of the company believes that the interim proposal submitted by Mr. Du Yulin, the controlling shareholder and actual controller of the company, complies with the provisions of relevant laws and regulations, comprehensively considers the relevant provisions of the articles of association, and fully considers the interests of all shareholders in combination with the actual operating performance, financial status, long-term development and other factors of the company. The proposal on the company’s 2021 annual profit distribution and conversion of capital reserve into share capital complies with the relevant provisions of the company law, the securities law and the articles of association, and the relevant provisions of the CSRC and Shanghai Stock Exchange. It will not cause the shortage of working capital or other adverse effects of the company. The board of directors agreed to submit the proposal on the company’s 2021 annual profit distribution and capital reserve conversion to share capital scheme to the 2021 annual general meeting of shareholders for deliberation.
The specific contents of the announcement on the scheme of annual profit distribution and conversion of capital reserve into share capital in 2021 (Announcement No. 2022026) are published on the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN) And the disclosure announcement of the designated media.
Voting: 7 in favor, 0 against and 0 abstention. Independent directors have reviewed the proposal and expressed independent opinions.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
It is hereby announced.
Zwsoft Co.Ltd(Guangzhou)(688083) board of directors April 25, 2022
