Securities code: Doushen(Beijing) Education&Technology Inc(300010) securities abbreviation: Doushen(Beijing) Education&Technology Inc(300010) Announcement No.: 2022013 Doushen(Beijing) Education&Technology Inc(300010) Technology (Beijing) Co., Ltd
Announcement on the resolution of the fourth meeting of the Fifth 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
Doushen(Beijing) Education&Technology Inc(300010) Technology (Beijing) Co., Ltd. (hereinafter referred to as "the company") held the third meeting of the Fifth Board of supervisors in the conference room of lishchen building, building 25, yard 8, Dongbeiwang West Road, Haidian District, Beijing on April 26, 2022. The notice of the meeting was delivered by e-mail and telephone on April 14, 2022. The meeting was presided over by Ms. Liu Jing, the chairman of the board of supervisors and attended by 3 supervisors. The meeting was held in accordance with the company law of the people's Republic of China, the articles of association and the rules of procedure of the board of supervisors.
2、 Deliberation at the meeting of the board of supervisors
The supervisors attended the meeting and carefully considered and passed the following proposals:
1. Deliberated and passed the proposal on the 2021 annual work report of the board of supervisors;
Voting results:
3 in favor, 0 against and 0 abstention.
This proposal must be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
The 2021 annual work report of the board of supervisors is published on cninfo.com.cn on the same day as this announcement.
2. The proposal on the company's 2021 annual report and its summary was deliberated and adopted
Voting results:
3 in favor, 0 against and 0 abstention.
After verification, the board of supervisors believes that the procedures for the board of directors to prepare and review the company's 2021 annual report and the summary of 2021 annual report comply with relevant laws and regulations, the provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange; The report truly, accurately and completely reflects the actual situation of the company's operation in 2021, and there are no false records, misleading statements or major omissions.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
3. Deliberated and passed the proposal on the company's 2021 annual financial statement report;
Voting results:
3 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. The proposal on the special report on the deposit and use of the company's raised funds in 2021 was reviewed and approved
Voting results:
3 in favor, 0 against and 0 abstention.
After verification, the board of supervisors believes that the deposit and use of the company's raised funds are legal and compliant, and the corresponding procedures have been performed, and there is no behavior damaging the interests of the company and all shareholders. The special report can truly, completely and comprehensively reflect the deposit and use of the company's raised funds in 2021.
5. Deliberated and passed the proposal on the remuneration of supervisors
Voting results:
3 in favor, 0 against and 0 abstention.
This proposal must be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
The details of the remuneration of supervisors are published on cninfo.com.cn on the same day as this announcement "Section IV corporate governance, VII. Directors, supervisors, senior managers and employees, and 3. Remuneration of directors, supervisors and senior managers."
This proposal must be submitted to the 2021 annual general meeting of shareholders for deliberation.
6. The proposal on the company's 2021 annual internal control self-evaluation report was deliberated and adopted
Voting results:
3 in favor, 0 against and 0 abstention.
After verification, the board of supervisors believes that the company's self-evaluation report on internal control in 2021 comprehensively, truly and objectively reflects the construction, operation and supervision of the company's internal control system, and meets the requirements of relevant laws, administrative regulations and normative documents such as the Ministry of finance, China Securities Regulatory Commission and Shenzhen Stock Exchange. The company's existing internal control system is basically sound and can be effectively implemented, which meets the requirements of the company's current management and development.
7. The proposal on the company's profit distribution plan for 2021 was reviewed and approved
Voting results:
3 in favor, 0 against and 0 abstention.
After verification, the board of supervisors believes that the profit distribution plan for 2021 formulated by the board of directors is in line with the current actual situation of the company, is conducive to ensuring the normal operation of the company's production and operation and the needs of future development, and does not damage the interests of the company's shareholders, especially the minority shareholders. Therefore, we agree to the company's profit distribution plan for 2021.
This proposal must be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
8. Deliberated and passed the proposal on bad debt write off
Voting results:
3 in favor, 0 against and 0 abstention.
After verification, the board of supervisors believes that the bad debt write off of the company complies with the accounting standards for business enterprises, the notice on further improving the quality of financial information disclosure of listed companies and other relevant provisions, the write off basis is sufficient, the decision-making procedures are standardized, can truly reflect the company's financial status and operating results, does not involve the company's related parties, and there is no damage to the interests of the company and shareholders. Therefore, We agree with the company's bad debt write off.
9. The proposal on Abolishing part of the restricted shares granted but not yet vested in the 2020 restricted stock incentive plan was deliberated and adopted
Voting results:
3 in favor, 0 against and 0 abstention.
After verification, the board of supervisors held that: in view of the resignation of 30 incentive objects in the company's 2020 restricted stock incentive plan, according to the relevant provisions of the company's 2020 restricted stock incentive plan (Draft), the above-mentioned personnel have no incentive object qualification, and the 3.85 million restricted shares granted but not yet vested shall not be vested and shall be invalidated by the company.
According to the company's "2020 restricted stock incentive plan (Draft)" and "2020 restricted stock incentive plan implementation assessment management measures", if the performance assessment at the company level fails to meet the standard, all the restricted shares of all incentive objects corresponding to the assessment plan in the current year will be cancelled and invalid. According to the annual report of the company in 2021, Chinese did not meet the performance assessment objectives in 2021, and the attribution conditions in the first attribution period were not achieved. Excluding the 1155000 restricted shares that should be attributed to 30 resignation incentive objects in the first period, 3.93 million restricted shares should be cancelled in the first period.
To sum up, the total number of restricted shares cancelled this time is 7.78 million.
After verification, some of the company's restricted shares cancelled this time comply with relevant laws and regulations and the company's 2020 restricted stock incentive plan (Draft) and other relevant provisions, will not have a material impact on the company's financial status and operating results, and will not damage the interests of the company's shareholders.
The board of supervisors agreed to cancel some restricted shares of the company this time.
10. The proposal on the estimation of the company's daily connected transaction quota in 2022 was deliberated and adopted
Voting results:
3 in favor, 0 against and 0 abstention.
After verification, the board of supervisors believes that the transactions between the company and related parties belong to the daily business scope of the company. These related party transactions follow the principles of openness, fairness and impartiality, the pricing is reasonable and fair, and no damage to the interests of the company is found. It is estimated that the amount of daily related party transactions in 2022 will not exceed 80 million.
This proposal must be submitted to the 2021 annual general meeting of shareholders for deliberation.
11. The proposal on the company's report for the first quarter of 2022 was deliberated and adopted
Voting results:
3 in favor, 0 against and 0 abstention.
After verification, the board of supervisors believes that the preparation procedures of the company's first quarter report of 2022 comply with laws, administrative regulations and the provisions of the CSRC. The contents of the report truly, accurately and completely reflect the actual situation of the company, and there are no false records, misleading statements or major disclosures.
12. The proposal on purchasing directors, supervisors and senior managers liability insurance was deliberated and adopted
Voting results:
There are no affirmative votes, no negative votes and no abstention votes. All supervisors of the company abstained from voting on this proposal.
After verification, the board of supervisors believes that the purchase of directors' and supervisors' high liability insurance is conducive to further improving the company's risk control system, reducing operational risks, promoting the company's directors, supervisors and senior managers to fully exercise their rights and perform their duties within their respective responsibilities, and protecting the rights and interests of the company and investors. The company's purchase of directors, supervisors and senior managers' liability insurance this time complies with the standards for the governance of listed companies and relevant laws and regulations.
This proposal will be directly submitted to the 2021 annual general meeting of shareholders for deliberation.
3、 Documents for future reference
Resolution of the 4th meeting of the 5th board of supervisors.
It is hereby announced.
Doushen(Beijing) Education&Technology Inc(300010) Technology (Beijing) Co., Ltd. board of supervisors April 27, 2022
