Securities code: Hitevision Co.Ltd(002955) securities abbreviation: Hitevision Co.Ltd(002955) Announcement No.: 2022011 Hitevision Co.Ltd(002955)
Announcement of resolutions of the 8th meeting of the second 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
Hitevision Co.Ltd(002955) (hereinafter referred to as “the company”) the notice of the eighth meeting of the second board of supervisors was sent to all supervisors of the company by email on April 15, 2022, and was held in the company’s conference room, block F, Rongxin science and technology center by on-site communication on April 27, 2022. There were 3 supervisors who should attend the meeting and 3 supervisors who actually attended the meeting. Ms. Zhao hongchan, chairman of the board of supervisors, presided over the meeting, and the Secretary of the board of directors attended the meeting as nonvoting delegates. The notice and convening procedures of the meeting comply with the relevant provisions of the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and the articles of association.
2、 Deliberation at the meeting of the board of supervisors
(I) deliberated and passed the proposal on the full text and summary of the company’s 2021 Annual Report
After review, the board of supervisors considers that the procedures for the preparation and review of the full text and summary of the 2021 annual report of the company are legal and compliant. The annual report truly, accurately and completely reflects the operation of the company in 2021, without any false records, misleading statements or major omissions.
For details of the full text of the company’s 2021 annual report, please refer to the company’s designated information disclosure website, http://www.cn.info.com.cn.
For details of the company’s 2021 annual report summary, please refer to the information disclosure media designated by the company, such as securities times, China Securities News, Shanghai Securities News, securities daily and cninfo.com (www.cn. Info. Com. CN).
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.
(II) deliberated and passed the proposal on the work report of the board of supervisors in 2021
In 2021, the board of supervisors of the company carried out various work in strict accordance with the company law, the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) and other laws and regulations, as well as the requirements of the articles of association, rules of procedure of the board of supervisors and other rules and regulations, effectively supervised the operation and management of the company and the performance of directors and senior managers, worked diligently and conscientiously, and effectively safeguarded the company The interests of shareholders and employees. The board of supervisors believes that the work report of the board of supervisors in 2021 truly, accurately and completely reflects the work of the board of supervisors in 2021.
For details, please refer to cninfo.com on the same day（ http://www.cn.info.com.cn. ）Relevant reports on.
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.
(III) deliberated and passed the proposal on the company’s 2021 annual financial statement report
After review, the board of supervisors of the company believes that the financial statement of 2021 fairly reflects the operation and financial status of the company in 2021.
For details, please refer to cninfo.com on the same day（ http://www.cn.info.com.cn. ）Relevant reports on.
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.
(IV) deliberated and passed the proposal on the company’s profit distribution plan in 2021
After review, the board of supervisors held that the company did not conduct profit distribution in 2021, nor did it implement the profit distribution plan of converting capital reserve into share capital, which was in line with the actual situation of the company, relevant laws, regulations and the articles of association, and there was no damage to the interests of shareholders of the company, especially small and medium-sized shareholders. The board of supervisors of the company agreed to the profit distribution plan and agreed to submit the plan to the 2021 annual general meeting of shareholders of the company for deliberation.
For details, please refer to cninfo.com on the same day（ http://www.cn.info.com.cn. ）, securities times, China Securities News, Shanghai Securities News and Securities Daily.
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.
(V) deliberated and passed the proposal on the special report on the deposit and use of raised funds in 2021
After review, the board of supervisors believes that the special report on the deposit and use of raised funds in 2021 issued by the company truly and objectively reflects the deposit and actual use of raised funds in 2021. During the reporting period, the company’s raised funds were deposited and used in accordance with the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the company’s raised funds management system and other relevant provisions, and the company conducted special account storage and special use of the raised funds. The specific use of the raised funds is consistent with the disclosure of the company. There is no case of changing the purpose of the raised funds in a disguised form and damaging the interests of shareholders, and there is no case of illegal use of the raised funds.
For details, please refer to cninfo.com on the same day（ http://www.cn.info.com.cn. ）, securities times, China Securities News, Shanghai Securities News and Securities Daily. Voting results: 3 in favor, 0 against and 0 abstention.
(VI) the proposal on the company’s self-evaluation report on internal control in 2021 was reviewed and approved. After review, the board of supervisors considered that the company has established and improved the internal control system in accordance with the provisions of the company law, the articles of association, the basic norms of enterprise internal control and its supporting guidelines and other internal control supervision requirements, combined with the actual needs of its own operation and management and business development, which is in line with relevant laws Regulatory and regulatory requirements. The self-evaluation report of the company’s internal control in 2021 truly and objectively reflects the construction and operation of the company’s internal control system.
For details, please refer to cninfo.com on the same day（ http://www.cn.info.com.cn. ）Relevant reports on.
Voting results: 3 in favor, 0 against and 0 abstention.
(VII) deliberated and passed the proposal on the self inspection form for the implementation of internal control rules
After review, the board of supervisors believes that the company has established a relatively perfect internal control system, which is strictly implemented in accordance with the internal control system in terms of standardized operation, related party transactions, external guarantees and other important matters. The self inspection form for the implementation of internal control rules filled in by the company truly reflects the implementation of the relevant internal control rules of Shenzhen Stock Exchange.
For details, please refer to cninfo.com on the same day（ http://www.cn.info.com.cn. ）Relevant self-examination form on.
Voting results: 3 in favor, 0 against and 0 abstention.
(VIII) the proposal on the remuneration (allowance) scheme for directors, supervisors and senior managers of the company in 2022 was deliberated and adopted
The board of supervisors of the company agrees to formulate the remuneration (allowance) plan for directors, supervisors and senior managers of the company in 2022 in accordance with the articles of association, the working rules of the remuneration and assessment committee of the board of directors and other relevant provisions of the company, with reference to the remuneration level of the industry and in combination with the actual situation of the company.
For details, please refer to cninfo.com on the same day（ http://www.cn.info.com.cn. ）, securities times, China Securities News, Shanghai Securities News and Securities Daily. 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.
(IX) deliberated and passed the proposal on the company’s use of some idle raised funds and idle self owned funds for cash management
The board of supervisors of the company agreed to plan to use idle raised funds of no more than 600 million yuan and idle self owned funds of no more than 700 million yuan for cash management on the premise of ensuring that the construction of raised projects and the daily operation of the company will not be affected and in combination with the actual operation of the company. It is agreed to request the general meeting of shareholders to authorize the management of the company to exercise investment decision-making power and sign relevant legal documents, which shall be organized, implemented and managed by the finance department.
For details, please refer to cninfo.com on the same day（ http://www.cn.info.com.cn. ）, securities times, China Securities News, Shanghai Securities News and Securities Daily. 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.
(x) deliberated and passed the proposal on the unfulfilled conditions for the lifting of restrictions in the third lifting period of the restricted stock incentive plan in 2019 and the repurchase and cancellation of some restricted shares
The board of supervisors of the company agrees that according to the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “measures”), the self regulatory guide for listed companies of Shenzhen Stock Exchange No. 1 – business handling part III: 3.2 equity incentive, the company’s 2019 restricted stock incentive plan (Draft) and the measures for the administration of the implementation and assessment of 2019 restricted stock incentive plan, Since the company’s performance assessment in 2021 did not meet the conditions for the lifting of restrictions in the third lifting period of the restricted stock incentive plan in 2019, the restricted shares that cannot be lifted by the incentive object in that year shall be repurchased and cancelled by the company. Repurchase and cancel 810206 restricted shares of 186 incentive objects that do not meet the unlocking conditions. At the same time, because 49 incentive objects leave their jobs and do not meet the incentive conditions, their 182418 restricted shares will be repurchased and cancelled. The total number of shares repurchased and cancelled by the company this time is 992624, and the repurchase price is 17.94 yuan / share.
The repurchase and cancellation of the company complies with the provisions of the administrative measures and other laws, regulations and normative documents and the 2019 restricted stock incentive plan (Draft), and the decision-making and approval procedures are legal and compliant.
For details, please refer to cninfo.com on the same day（ http://www.cn.info.com.cn. ）, securities times, China Securities News, Shanghai Securities News and Securities Daily. Voting results: 3 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation, and must be approved by more than 2 / 3 of the effective voting rights held by the shareholders attending the meeting.
（11） Deliberated and adopted the proposal on Amending the rules of procedure of the board of supervisors
The board of supervisors of the company agrees to amend some provisions of the rules of procedure of the board of supervisors in accordance with the provisions of the latest revised Securities Law, guidelines for the articles of association of listed companies (revised in 2022), 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 relevant laws, regulations, departmental rules and other normative documents.
For details, please refer to cninfo.com on the same day（ http://www.cn.info.com.cn. ）Relevant rules on.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation, and must be approved by more than 2 / 3 of the effective voting rights held by the shareholders attending the meeting.
（12） Deliberated and passed the proposal on the extension of some raised investment projects
After review, the board of supervisors believes that the extension of some raised investment projects this time is a necessary adjustment made by the company according to the actual construction situation of raised investment projects. The extension of the project only involves the change of construction progress, the total investment and construction content of raised investment projects have not changed, and there is no change in the purpose of raised funds and damage to the interests of shareholders, which is in line with the requirements of the CSRC According to the relevant provisions of Shenzhen Stock Exchange on the management of funds raised by listed companies, the board of supervisors agreed that the company would extend the expected date of reaching the usable state of “interactive display product production base project” and “Honghe interactive display industrial base phase I project” to December 31, 2022.
For details, please refer to cninfo.com on the same day（ http://www.cn.info.com.cn. ）, securities times, China Securities News, Shanghai Securities News and Securities Daily. Voting results: 3 in favor, 0 against and 0 abstention.
（13） The proposal on adjusting the implementation method of some raised investment projects and the amount of raised capital investment was deliberated and adopted
The implementation methods of some raised investment projects and the approval and decision-making procedures of the amount of raised capital investment adjusted by the company this time comply with the relevant provisions of the CSRC and Shenzhen Stock Exchange, and the review procedures are legal and compliant. This adjustment is necessary based on the actual needs of the company’s raised investment projects and business development. It does not damage the interests of the company and all shareholders. It is in line with the company’s future development plan and the interests of all shareholders and is conducive to the long-term development of the company. The board of supervisors of the company agreed to adjust the implementation method of some raised investment projects and the investment amount of raised funds.
For details, please refer to cninfo.com on the same day（ http://www.cn.info.com.cn. ）, securities times, China Securities News, Shanghai Securities News and Securities Daily. 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.
（14） Deliberated and passed the proposal on the change of accounting policies of the company
After review, the board of supervisors believes that the change of the company’s accounting policy is a reasonable change in accordance with the requirements of relevant documents of the Ministry of finance, in line with the relevant provisions of the Ministry of Finance and the actual situation of the company. The decision-making procedure of this accounting policy change complies with the relevant laws, regulations and the articles of association, and there is no damage to the interests of the company and all shareholders. The board of supervisors of the company agrees to this accounting policy change.
