Securities code: Changshu Guorui Technology Co.Ltd(300600) securities abbreviation: Changshu Guorui Technology Co.Ltd(300600) Announcement No.: 2022011
Changshu Guorui Technology Co.Ltd(300600)
Announcement of resolutions of the fourth session of the Fourth 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
Changshu Guorui Technology Co.Ltd(300600) (hereinafter referred to as "the company") sent the notice of convening the fourth meeting of the Fourth Board of directors to all directors in writing and communication on April 12, 2022. The meeting was held in the company's conference room on April 25, 2022 by means of on-site voting and communication. The meeting was presided over by Mr. Li Jining, chairman of the board of directors. The supervisors and senior managers of the company attended the meeting as nonvoting delegates. The convening and convening procedures of this meeting comply with the relevant provisions of the company law and the articles of association. 2、 Deliberations of the board meeting
The meeting considered and adopted the following proposals:
1. Deliberated and adopted the 2021 general manager's work report
The board of directors of the company listened to the work report of the general manager in 2021 made by Mr. Gong Ruiliang, the general manager, and believed that the management in 2021 had effectively and fully implemented the resolutions of the general meeting of shareholders and the board of directors. See "section III Management Discussion and analysis" of the 2021 annual report for the specific contents of the general manager's work report. Voting results: 9 in favor, 0 against and 0 abstention.
2. Deliberated and adopted the work report of the board of directors in 2021
See cninfo.com, the company's information disclosure website, for details of the work report of the board of directors in 2021（ http://www.cn.info.com.cn. )
Mr. Zhao Rongxiang, Ms. Wang Yishu and Ms. Wu Yinyin, the independent directors of the company, submitted the 2021 annual report of independent directors to the board of directors and will report on their work at the 2021 annual general meeting of shareholders of the company. For the specific contents of this report, please refer to the company's information disclosure website cninfo.com（ http://www.cn.info.com.cn. )
Voting results: 9 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 company's 2021 annual report and its summary was deliberated and adopted
See cninfo.com, the company's information disclosure website, for details of the 2021 annual report and its summary（ http://www.cn.info.com.cn. ）, the summary of 2021 annual report was published in the securities times on the same day. Voting results: 9 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 adopted the financial final accounts report for 2021
The directors attending the meeting believed that the company's 2021 financial statement objectively and truly reflected the company's financial situation and operating results in 2021. See cninfo.com, the company's designated information disclosure media, for details of the 2021 financial statement（ http://www.cn.info.com.cn. )。
Voting results: 9 in favor, 0 against and 0 abstention.
The proposal needs to be submitted to the general meeting of shareholders in 2021.
5. The proposal on profit distribution of the company in 2021 was deliberated and passed
According to the audit of Dahua Certified Public Accountants (special general partnership), in view of the company's loss in 2021, combined with the company's actual operation and long-term development capital needs, the company plans not to distribute cash dividends, bonus shares or convert capital reserve into share capital in 2021.
The board of Directors believes that the profit distribution plan is in line with the current actual situation of the company, the provisions of relevant laws and regulations and the articles of association, and is conducive to the sustainable, stable and healthy development of the company.
Voting results: 9 in favor, 0 against and 0 abstention.
The independent directors of the company have expressed their independent opinions on this proposal.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
6. Deliberated and adopted the 2021 internal control evaluation report
The board of Directors believes that the company has gradually established and improved the company's internal control system in accordance with the company law, securities law, accounting law, accounting standards for business enterprises, internal accounting control norms - basic norms (for Trial Implementation) and other relevant laws, regulations and rules, combined with the actual situation of the company, the design and provisions of relevant systems are reasonable, and there are clear authorization and audit procedures for the handling of economic business, Relevant departments and personnel shall strictly follow various systems. The internal control system has basically been effectively implemented in the operation, which reduces the company's operation risk and financial risk, can prevent, timely find and correct major errors and fraud that may occur in the company's operation process, protect the rights and interests of shareholders and investors, basically achieve the goal of internal control and improve the company's operation efficiency. In 2021, the company had no major defects in the design or implementation of internal control, and maintained effective internal control related to financial statements in all major aspects. In the future operation and development of the company, the company will further improve the internal control system and enhance the execution of internal control in combination with the actual needs of its own development, so as to meet the needs of the company's development and the requirements of relevant national laws and regulations.
For details of the 2021 internal control evaluation report, please refer to cninfo.com, the designated information disclosure media of the company（ http://www.cn.info.com.cn. )。
The independent directors of the company have expressed their independent opinions on this proposal.
Voting results: 9 in favor, 0 against and 0 abstention.
7. The special report on the deposit and actual use of the company's raised funds in 2021 was reviewed and approved
In 2021, the company used a total of 1974260000 yuan of raised funds. As of December 31, 2021, the balance of raised funds was 0.00 yuan (including the net amount of accumulated interest income received from bank deposits minus bank handling charges).
The specific contents of the special report on the deposit and actual use of the company's raised funds in 2021 are detailed in cninfo.com, the designated information disclosure media of the company（ http://www.cn.info.com.cn. )。
The independent directors of the company have expressed their independent opinions on this proposal.
Voting results: 9 in favor, 0 against and 0 abstention.
8. Deliberated and passed the proposal on the company's annual audit report in 2021
Dahua Certified Public Accountants (special general partnership) issued the audit report dhsz [2022] No. 0010999 on April 25, 2022, which is an unqualified audit report. The audited total assets of our company as of December 31, 2021 are 127927032030 yuan.
For details of the 2021 annual audit report, please refer to cninfo.com, the designated information disclosure media of the company（ http://www.cn.info.com.cn. )。
Voting results: 9 in favor, 0 against and 0 abstention.
9. Deliberated and passed the proposal on the remuneration of senior managers of the company in 2021
See "section IV corporate governance VII. Directors, supervisors, senior managers and employees" of the company's 2021 annual report on the information disclosure website designated by the China Securities Regulatory Commission on the gem for details of the remuneration of the company's senior managers in 2021.
The independent directors of the company have expressed their independent opinions on this proposal.
Voting results: 9 in favor, 0 against and 0 abstention.
10. Deliberated and passed the proposal on renewing the appointment of audit institutions in 2022
Dahua Certified Public Accountants (special general partnership) has the qualification of securities practice and has provided annual report audit services for the company since 2021. In the audit work, it can comply with the requirements of maintaining independence in the basic principles of professional ethics. The auditors have the necessary professional knowledge and relevant professional certificates for the annual audit of listed companies and are competent for the audit work, Its professional liability insurance can cover the civil compensation liability caused by audit failure. For the above reasons, the company plans to continue to employ Dahua Certified Public Accountants (special general partnership) as the company's audit institution in 2022, and submit to the general meeting of shareholders to authorize the company's operation and management to determine their remuneration according to the actual business conditions and market conditions.
The independent directors of the company have expressed their independent opinions on this proposal.
Voting results: 9 in favor, 0 against and 0 abstention.
The proposal needs to be submitted to the general meeting of shareholders in 2021.
11. The proposal on applying for comprehensive credit line from banks was deliberated and adopted
Due to the production and operation needs of the company, it is proposed to apply for credit lines from the following banks, and the credit lines of each bank are as follows:
No. bank name credit line (RMB 10000) guarantee method
1 Industrial And Commercial Bank Of China Limited(601398) Changshu sub branch 4000 credit
2 China Construction Bank Corporation(601939) Changshu branch 10000 credit
3 Agricultural Bank Of China Limited(601288) Changshu branch 4000 credit
4 Bank Of Communications Co.Ltd(601328) Changshu branch 10000 credit
5 China Minsheng Banking Corp.Ltd(600016) Changshu sub branch 4000 credit
6 Shanghai Pudong Development Bank Co.Ltd(600000) Changshu sub branch 5000 credit
7 China Merchants Bank Co.Ltd(600036) Changshu sub branch 10000 credit
8 China Zheshang Bank Co.Ltd(601916) Changshu sub branch 10000 credit
The credit lines applied by the above banks totaled 570 million yuan (subject to the credit lines actually approved by the banks), including but not limited to working capital loans, bank acceptance bills, letter of guarantee, bill discount or pledge and other comprehensive businesses, with a term of three years. The above credit line is not equal to the financing amount of the company, and the specific financing amount will be determined according to the actual needs of the company. The financing amount obtained from the above credit line is mainly used for the company's working capital turnover, and the repayment source is mainly the loan. The actual financing amount and specific repayment date are subject to the contract documents signed between the company and the bank; The chairman of the company is authorized to sign relevant contracts and instruments with the bank on behalf of the company.
Voting results: 9 in favor, 0 against and 0 abstention.
The proposal needs to be submitted to the general meeting of shareholders in 2021.
12. The proposal on the company's provision of credit impairment loss, asset impairment loss and write off of assets in 2021 was reviewed and approved
In order to truly reflect the company's financial situation, asset value and operation, according to the accounting standards for business enterprises, the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange and other relevant provisions, as well as the company's accounting policies and accounting estimates, and based on the principle of prudence, the company and its subsidiaries have fully evaluated, analyzed and tested the accounts receivable, inventory, goodwill and other assets as of December 31, 2021, It is considered that there are signs of impairment in some of the above assets, and some receivables can not be recovered. Therefore, provision for asset impairment and write off of relevant assets should be made.
The independent directors of the company have expressed their independent opinions on this proposal.
Voting results: 9 in favor, 0 against and 0 abstention.
13. Deliberated and passed the proposal on correction of accounting errors in the early stage of the company
In 2020, the company recognized the sales revenue of multi mesh cloud data processing communication machine business of Fushen Industrial Company of 10524247791 yuan and the sales revenue of multi mesh cloud data processing communication machine business of Harbin comprehensive bonded Group Co., Ltd. of 10548534518 yuan according to the total amount method, and recognized the sales cost of 18561772860 yuan accordingly. Through self-examination, the private network communication business carried out by the company in 2020 is essentially providing entrusted processing services for customers, and the private network communication business income recognized by the company in 2020 according to the total amount method needs to be retroactively adjusted.
According to the accounting standards for Business Enterprises No. 28 - changes and error correction of accounting policies and accounting estimates and the rules for the preparation of information disclosure of companies offering securities to the public No. 19 - correction and related disclosure of financial information, the company plans to correct the third quarterly report of 2020, the annual report of 2020, the summary of the annual report of 2020 and the relevant items and operating data of the third quarterly report of 2021.
The board of Directors believes that the correction of the company's accounting errors complies with the provisions of the accounting standards for Business Enterprises No. 28 - changes in accounting policies and accounting estimates and error correction, the rules for the preparation of information disclosure of companies offering securities to the public No. 19 - correction and related disclosure of financial information, the guidelines for the application of regulatory rules - Accounting No. 1 and other relevant documents of the China Securities Regulatory Commission, and the corrected information can be more objective and reliable Fairly reflect the financial status and operating results of the company.
The independent directors of the company have expressed their independent opinions on this proposal.
Voting results: 9 in favor, 0 against and 0 abstention.
14. The proposal on the company's report for the first quarter of 2022 was deliberated and adopted
After review, all directors agreed that the full text of the company's report for the first quarter of 2022 was true, accurate and complete without any false records, misleading statements or major omissions. For details, please refer to cninfo on April 26, 2022（ http://www.cn.info.com.cn. ）The first quarter report of 3006 Shanghai Kehua Bio-Engineering Co.Ltd(002022) disclosed.
Voting results: 9 in favor, 0 against and 0 abstention.
15. Deliberated and adopted the proposal on proposing to convene the 2021 annual general meeting of shareholders
It is agreed that the 2021 annual general meeting of shareholders will be held on May 20, 2022. This general meeting of shareholders will be held by combining on-site voting and online voting. For details, please refer to cninfo on April 26, 2022（ http://www.cn.info.com.cn. ）Notice of Changshu Guorui Technology Co.Ltd(300600) on convening the 2021 annual general meeting of shareholders disclosed.
Voting result: 9 votes in favor
