Securities code: Hitevision Co.Ltd(002955) securities abbreviation: Hitevision Co.Ltd(002955) Announcement No.: 2022010 Hitevision Co.Ltd(002955)
Announcement of resolutions of the 12th meeting of the second 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
Hitevision Co.Ltd(002955) (hereinafter referred to as " Hitevision Co.Ltd(002955) " or "the company") the notice of the 12th meeting of the second board of directors was sent to all directors of the company by email on April 15, 2022, and was held in conference room 12-1, block F, Rongxin technology center by on-site combined communication on April 27, 2022. There are 8 directors who should attend the meeting and 8 actually attended the meeting. The chairman, Mr. Xing Xiuqing, presided over the meeting, and the company's supervisors, senior managers and 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、 Voting at the board meeting
(I) deliberated and passed the proposal on the full text and summary of the company's 2021 Annual Report
According to the standards for the content and format of information disclosure by companies offering securities to the public No. 2 - the content and format of annual report (revised in 2021) of China Securities Regulatory Commission and the guidelines for self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of companies listed on the main board of Shenzhen Stock Exchange The company has prepared the full text and summary of the 2021 annual report in accordance with the requirements of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - business handling part IV: 4.1 matters related to periodic report disclosure and other documents.
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.
See the company's 2021 annual report summary published on cninfo.com on the same day for details（ http://www.cn.info.com.cn. ）, securities times, China Securities News, Shanghai Securities News and Securities Daily.
Voting results: 8 in favor, 0 against, 0 abstention and 0 avoidance.
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 company's general manager in 2021 and the work plan in 2022
The board of directors of the company agrees to the work of 2021 and the work plan of 2022 submitted by the general manager of the company. Voting results: 8 in favor, 0 against, 0 abstention and 0 avoidance.
(III) deliberated and passed the proposal on the work report of the board of directors in 2021
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 articles of association, rules of procedure of the board of directors and other rules and regulations, the board of directors of the company conscientiously implemented the resolutions adopted by the general meeting of shareholders, performed its duties diligently and performed various duties entrusted by shareholders. The board of Directors believes that the work report of the board of directors in 2021 truly, accurately and completely reflects the work of the board of directors in 2021.
Mr. Liu Dongjin, Mr. Li Xiaowei and Mr. Yu Changjiang, the independent directors of the company, respectively 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 details, please refer to cninfo.com on the same day（ http://www.cn.info.com.cn. ）Relevant reports on.
Voting results: 8 in favor, 0 against, 0 abstention and 0 avoidance.
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 2021 annual financial statement report
The company's financial statement for 2021 fairly reflects the company's financial situation and operating results in 2021.
For details, please refer to cninfo.com on the same day（ http://www.cn.info.com.cn. ）Relevant reports on.
Voting results: 8 in favor, 0 against, 0 abstention and 0 avoidance.
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 company's 2021 profit distribution plan
The company's profit distribution plan for 2021 is made based on the actual situation of the company and comprehensively considers the company's business plan and capital demand in 2022. The retained undistributed profits of the company are mainly used to supplement the working capital required for daily operation and ensure the sustainable, stable and healthy development of the company. The board of directors of the company agreed to the profit distribution plan for 2021.
The independent directors of the company have expressed their independent opinions on this proposal, and the board of supervisors has issued their approval opinions.
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: 8 in favor, 0 against, 0 abstention and 0 avoidance.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(VI) deliberated and passed the proposal on the special report on the deposit and use of raised funds in 2021
The company's special report on the deposit and use of raised funds in 2021 truly, accurately and completely reflects the deposit and use of raised funds in 2021. There is no change in the purpose of raised funds and damage to the interests of shareholders, and there are no major problems in the use and disclosure of raised funds.
The independent directors of the company issued independent opinions on the deposit and actual use of the company's raised funds in 2021, the board of supervisors issued agreed audit opinions, the sponsor issued verification opinions, and the audit institution issued an assurance report on the deposit and use of the raised funds in 2021.
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. There were 0 affirmative votes and 8 abstention votes.
(VII) the proposal on the self evaluation report on internal control of the company in 2021 was deliberated and passed. The company has established a relatively sound internal control system according to the requirements of relevant laws and regulations and the actual situation of the company. In 2021, the company's internal control was effectively implemented without major defects.
The self evaluation report on internal control of the company in 2021 truly and objectively reflects the construction and operation of the company's internal control system.
The independent directors gave their independent opinions on the company's 2021 internal control self-evaluation report, the board of supervisors gave their audit opinions, and the sponsor also issued verification opinions on the report.
For details, please refer to cninfo.com on the same day（ http://www.cn.info.com.cn. ）Relevant reports on.
Voting results: 8 in favor, 0 against, 0 abstention and 0 avoidance.
(VIII) deliberated and passed the proposal on the self inspection form for the implementation of internal control rules
The self inspection form for the implementation of internal control rules truthfully reflects the situation of the company's internal control.
The independent directors gave their independent opinions on the self inspection form for the implementation of internal control rules, and the board of supervisors gave their audit opinions.
For details, please refer to cninfo.com on the same day（ http://www.cn.info.com.cn. ）Relevant self-examination form on.
Voting results: 8 in favor, 0 against, 0 abstention and 0 avoidance.
(IX) deliberated and passed the proposal on the remuneration (allowance) scheme 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, as well as with reference to the salary level of the industry and in combination with the actual situation of the company, the remuneration (allowance) scheme for directors, supervisors and senior managers of the company in 2022 was formulated by integrating personal ability, post responsibilities and performance assessment indicators, which was deliberated and adopted by the board of directors.
The independent directors of the company have expressed their independent opinions on this proposal, and the board of supervisors has issued their audit opinions.
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: 8 in favor, 0 against, 0 abstention and 0 avoidance.
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 renewal of the company's audit institution in 2022
In 2021, Tianzhi International Certified Public Accountants (special general partnership) scrupulously performed its duties in providing audit services for the company, followed the independent, objective and fair professional standards, and completed various audit work. The board of directors agreed to continue to employ Tianzhi International Certified Public Accountants (special general partnership) as the auditor of the company's 2022 financial report for one year. The general meeting of shareholders is also requested to authorize the management of the company to negotiate with the audit institution to determine the audit fee according to the actual business situation and market situation of the company in 2022.
The independent directors of the company approved the proposal in advance and expressed their agreed independent opinions.
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: 8 in favor, 0 against, 0 abstention and 0 avoidance.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
（11） The proposal on the prediction of the company and its subsidiaries applying to the bank for comprehensive credit line in 2022 was deliberated and adopted
In order to meet the capital needs of the company's production, operation and business development, the board of directors of the company agrees that the company and its subsidiaries apply to the bank for a comprehensive credit line with a total amount of no more than RMB or equivalent foreign currency of 1.8 billion in 2022. Meanwhile, in order to improve work efficiency, the general meeting of shareholders is requested to authorize the management of the company to sign contracts, agreements and other legal documents related to the above comprehensive credit line (including but not limited to credit, loan, guarantee, mortgage, etc.).
The independent directors of the company expressed their independent opinions.
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: 8 in favor, 0 against, 0 abstention and 0 avoidance.
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 prediction of the company's daily connected transactions in 2022 was deliberated and adopted
In combination with the actual related party transactions between the company and its subsidiaries and relevant related parties in 2021, and according to the business development needs of the company in 2022, the company makes a reasonable prediction for the daily related party transactions in 2022. The board of directors of the company agreed that the company had daily related party transactions of about 9.4 million yuan with related parties in 2022.
The independent directors of the company gave their prior approval opinions and agreed independent opinions on the prediction of daily connected transactions in 2022, and the sponsor issued verification opinions.
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. Related directors Xing Xiuqing, Wang Jing and Zhang Shujiang avoided voting.
Voting results: 5 in favor, 0 against, 0 abstention and 3 avoidance.
（13） The proposal on the company's use of some idle raised funds and idle self owned funds for cash management was deliberated and adopted
The board of directors of the company agrees 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.
The independent directors of the company have expressed their independent opinions on the proposal, the board of supervisors has issued their audit opinions, and the recommendation institution has also issued verification opinions.
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: 8 in favor, 0 against, 0 abstention and 0 avoidance.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
（14） The proposal on the company providing guarantee to subsidiaries was deliberated and adopted
According to the business development needs of the company and its subsidiaries, the board of directors of the company agrees that the total amount of new guarantee provided by the company for its subsidiaries shall not exceed RMB 150 million, and the authorization period shall be from the date of deliberation and approval of the 2021 annual general meeting to the date of holding the 2022 annual general meeting of the company. The types of guarantee include general guarantee, joint and several liability guarantee, mortgage, pledge, lien, deposit, etc. the scope of guarantee includes but is not limited to loan, letter of guarantee, factoring, opening letter of credit, bank acceptance bill, bill financing, trust financing, debt transfer financing, financial leasing, trade supply chain business, etc. Agree to request the general meeting of shareholders to authorize the management of the company to handle and implement relevant matters and sign relevant contracts within the scope of approval of the resolution of the general meeting of shareholders.
The independent directors of the company have expressed their independent opinions on this proposal.
For details, please refer to the same document of the company
