Securities code: Beijing Quanshi World Online Network Information Co.Ltd(002995) securities abbreviation: Beijing Quanshi World Online Network Information Co.Ltd(002995) Announcement No.: 2022029 Beijing Quanshi World Online Network Information Co.Ltd(002995)
Announcement of the resolution of the fourth 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
Beijing Quanshi World Online Network Information Co.Ltd(002995) (hereinafter referred to as "the company" or " Beijing Quanshi World Online Network Information Co.Ltd(002995) ") sent the notice of convening the fourth meeting of the third board of directors to all directors by email, telephone and personal service on April 15, 2022. On April 26, 2022, the fourth meeting of the third board of directors was held in the company's conference room by means of on-site meeting and teleconference. There were 5 directors who should attend the meeting and 5 directors who actually attended the meeting (including independent directors mu Linjuan and Zheng Ling by telephone). All supervisors and senior managers of the company attended the meeting as nonvoting delegates. The meeting was convened and presided over by Mr. Xin Yian, chairman of the board. The meeting complies with the relevant provisions of the company law and other laws, administrative regulations, departmental rules, normative documents and the articles of association. The meeting is held legally and effectively.
2、 Deliberations of the board meeting
1. Deliberated and adopted the proposal on the work report of the board of directors in 2021
In 2021, the board of directors of the company implemented the resolutions of the general meeting of shareholders in strict accordance with laws and regulations, normative documents and the articles of association, and continuously standardized the corporate governance structure. All directors were diligent and committed to promoting the standardized operation and scientific decision-making of the company and promoting the long-term and steady development of the company.
After deliberation, it is agreed that the work report of the board of directors in 2021, and the independent directors Ms. Wei Shuang and Mr. Zheng Ling submitted the report on the work of independent directors in 2021 to the board of directors, and will report on their work at the 2021 annual general meeting of shareholders of the company.
For details, please refer to China Securities News, Shanghai Securities News, Securities Daily, securities times and cninfo (www.cn. Info. Com. CN.) on the same day The work report of the board of directors in 2021 and the work report of independent directors in 2021 disclosed on the.
Voting: 5 affirmative votes; No negative vote; 0 abstention
2. Deliberated and passed the proposal on the work report of the general manager in 2021
After deliberation, the board of Directors believes that the management represented by the general manager of the company has effectively implemented the relevant resolutions of the board of directors in 2021, and the report objectively and truly reflects the main work of the management in 2021.
Voting: 5 affirmative votes; No negative vote; 0 abstention
3. Deliberated and passed the proposal on the financial final accounts report of 2021
In 2021, the company realized an operating revenue of 40608417 million yuan, a year-on-year increase of 24.18%; The net profit attributable to the owners of the parent company was 54.098 million yuan, a year-on-year decrease of 48.45%. The above financial indicators have been confirmed by the audit report issued by Tianzhi International Certified Public Accountants (special general partnership). After deliberation, it is agreed that the financial final accounts report of 2021.
For details, please refer to China Securities News, Shanghai Securities News, Securities Daily, securities times and cninfo (www.cn. Info. Com. CN.) on the same day 2021 annual financial statement disclosed on the.
Voting: 5 affirmative votes; No negative vote; 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 full text and summary of the 2021 annual report was deliberated and adopted
After deliberation, the board of Directors believes that the full text of the 2021 annual report and the summary of the 2021 annual report of the company comply with the relevant provisions of various laws and regulations, the content is true, accurate and complete, and there are no false records, misleading statements or major omissions.
For details, please refer to China Securities News, Shanghai Securities News, Securities Daily, securities times and cninfo (www.cn. Info. Com. CN.) on the same day The full text of the 2021 annual report and the summary of the 2021 annual report disclosed on the.
Voting: 5 affirmative votes; No negative vote; 0 abstention
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
5. On the premise of the company's sound profit distribution and long-term operation, the board of directors has fully considered and approved the plan for the company's profit increase in 2021 based on the requirements of the company's annual investment and long-term operation, and fully considered the company's sound capital distribution in 2021:
Based on the total share capital of 91371000 shares of the company, a cash dividend of RMB 2.2 (tax included) is distributed to all shareholders for every 10 shares, with a total cash dividend of RMB 2010162000 (tax included). The remaining undistributed profits are carried forward and distributed in subsequent years. At the same time, the capital reserve is converted into share capital, with 4 shares for every 10 shares. After the conversion, the total share capital of the company is increased to 127919400 shares.
Independent directors have expressed their independent opinions.
For details, please refer to China Securities News, Shanghai Securities News, Securities Daily, securities times and cninfo (www.cn. Info. Com. CN.) on the same day Announcement on the plan for profit distribution and capital reserve conversion to share capital in 2021 disclosed on the.
Voting: 5 affirmative votes; No negative vote; 0 abstention
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
6. Deliberated and passed the proposal on the self evaluation report on internal control in 2021
In accordance with the relevant provisions of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board and other internal control supervision requirements, the company evaluated the effectiveness of internal control as of December 31, 2021 and issued the 2021 annual internal control self evaluation report.
The independent directors expressed their independent opinions, the audit institution issued the internal control audit report, and the recommendation institution issued the verification opinions.
For details, please refer to China Securities News, Shanghai Securities News, Securities Daily, securities times and cninfo (www.cn. Info. Com. CN.) on the same day Relevant documents disclosed on the.
Voting: 5 affirmative votes; No negative vote; 0 abstention
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
7. Deliberated and passed the proposal on renewing the appointment of accounting firms
After deliberation, the board of Directors believes that as the company's 2021 audit institution, Tianzhi International Certified Public Accountants (special general partnership) has rigorously and seriously completed various audit work entrusted by the company in the process of providing audit services for the company, and the audit report issued by Tianzhi International Certified Public Accountants (special general partnership) objectively, truly and completely reflects the company's financial status and operating results. In order to maintain the continuity of the company's audit work, the company agrees to renew the appointment of Tianzhi International Certified Public Accountants (special general partnership) as the company's audit institution in 2022 for one year.
The independent directors expressed their prior approval opinions and independent opinions.
Securities Daily, securities times and cninfo (www.cn. Info. Com. CN.) Announcement on renewing the appointment of accounting firms disclosed on the.
Voting: 5 affirmative votes; No negative vote; 0 abstention
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
8. Deliberated and passed the proposal on formulating the remuneration plan for senior managers in 2022
Combined with the actual situation of the company's business scale and with reference to the salary level of the industry and surrounding areas, the company plans to put forward the following plans for the salary of senior managers:
The salary of the company's senior managers consists of basic salary and performance bonus. The specific salary shall be determined according to the importance of the position, the responsibilities undertaken, the specific workload, the completion of the work, the market salary market and other factors.
The independent directors expressed their independent opinions. For details, please refer to China Securities News, Shanghai Securities News, Securities Daily, securities times and cninfo (www.cn. Info. Com. CN.) on the same day Independent opinions of independent directors on matters related to the fourth meeting of the third board of directors disclosed at the meeting.
Voting: 3 affirmative votes; No negative vote; There was no abstention, and related directors Xin Yian and Chen Hongxia avoided voting.
9. The proposal on the special report on the deposit and use of raised funds in 2021 was deliberated and adopted. According to the provisions of laws and regulations such as the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, and the standards for the content and format of information disclosure of companies offering securities to the public No. 2 - content and format of annual report, The company has prepared the special report on the deposit and use of raised funds in 2021. After deliberation, the special report on the deposit and use of raised funds in 2021 was agreed.
The independent directors gave their agreed independent opinions, the audit institution issued the assurance report on the annual storage and use of raised funds, and the recommendation institution issued the verification report.
For details, please refer to China Securities News, Shanghai Securities News, Securities Daily, securities times and cninfo (www.cn. Info. Com. CN.) on the same day Special report on the deposit and use of raised funds in 2021 and other relevant documents disclosed on the.
Voting: 5 affirmative votes; No negative vote; 0 abstention
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
10. The proposal on using some idle self owned funds for cash management was deliberated and adopted
After deliberation, it is agreed that the company (including wholly-owned subsidiaries and holding subsidiaries) will use idle self owned funds with an amount of no more than RMB 100 million for cash management on the premise of ensuring that the normal operation of the company will not be affected. The validity period of authorization is 12 months from the date of deliberation and approval by the board of directors. Within the above limit and period, the funds for cash management can be used on a rolling basis.
The independent directors gave the independent opinions agreed, and the recommendation institution issued the verification opinions.
For details, please refer to China Securities News, Shanghai Securities News, Securities Daily, securities times and cninfo (www.cn. Info. Com. CN.) on the same day Announcement on the use of idle self owned funds for cash management and other relevant documents disclosed on the.
Voting: 5 affirmative votes; No negative vote; 0 abstention
11. The proposal on applying for comprehensive credit line from banks and providing guarantee to wholly-owned subsidiaries in 2022 was deliberated and adopted
After deliberation, it is agreed that the company and its holding subsidiaries apply to relevant banks for a comprehensive credit line with a total amount of no more than RMB 100 million, and the actual controller shall provide free guarantee for the company's credit application. Among them, the wholly-owned subsidiary can use the credit line of 40 million yuan, and the company will provide a joint and several liability guarantee of up to 40 million yuan for the wholly-owned subsidiary to apply for the bank credit line.
For details, please refer to China Securities News, Shanghai Securities News, Securities Daily, securities times and cninfo (www.cn. Info. Com. CN.) on the same day Announcement on applying for comprehensive credit line from banks and providing guarantee to wholly-owned subsidiaries in 2022 disclosed on the.
Voting: 5 affirmative votes; No negative vote; 0 abstention
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
12. The proposal on the revision of the company's deliberation system was passed
After deliberation, it is agreed that according to the newly revised systems, regulatory guidelines and other documents of the CSRC and Shenzhen Stock Exchange, and in combination with the actual situation of the company, The rules of procedure of the general meeting of shareholders, the rules of procedure of the board of directors, the management system of foreign investment, the management system of connected transactions, the management system of foreign guarantee, the management system of raised funds, the working system of independent directors, the working rules of the general manager, the working system of the Secretary of the board of directors, the management measures for information disclosure, and the management system of shares and changes of the company held by directors, supervisors and senior managers Accountability system for major errors in annual report information disclosure, management system for regulating capital transactions with related parties, registration and filing system for insiders, investor relations management system, internal reporting system for major information, rules of procedure for the audit committee meeting of the board of directors, rules of procedure for the nomination committee of the board of directors, rules of procedure for the remuneration and assessment committee of the board of directors, and rules of procedure for the strategy committee of the board of directors 22 systems including internal audit system and anti fraud and reporting system were revised.
For details, please refer to China Securities News, Shanghai Securities News, Securities Daily, securities times and cninfo (www.cn. Info. Com. CN.) on the same day Relevant systems disclosed in the.
Voting: 5 affirmative votes; No negative vote; 0 abstention
The rules of procedure of the general meeting of shareholders, the rules of procedure of the board of directors, the working system of independent directors, the management system of foreign investment, the management system of raised funds, the management system of connected transactions and the management system of foreign guarantee revised in this proposal need to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
13. Deliberated and passed the proposal on the report of the first quarter of 2022
After deliberation, the board of Directors believes that the company's report for the first quarter of 2022 complies with the relevant provisions of various laws and regulations
