Securities code: Hangzhou Century Co.Ltd(300078) securities abbreviation: Hangzhou Century Co.Ltd(300078) Announcement No.: 2022033 bond Code: 123096 bond abbreviation: Sichuang convertible bond
Hangzhou Century Co.Ltd(300078)
Announcement on resolutions of the 9th meeting of the 5th 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.
Hangzhou Century Co.Ltd(300078) (hereinafter referred to as "the company") the ninth meeting of the Fifth Board of directors was notified by email and telephone confirmation on April 17, 2022, and held in the company's conference room by on-site and communication voting on April 27, 2022. The meeting was presided over by Mr. Zhang Lizhong, chairman of the board of directors. There were 7 directors who should participate in the voting and 7 directors who actually participated in the voting. The supervisors and senior managers of the company attended the meeting as nonvoting delegates. The convening, convening and voting procedures of the meeting comply with the relevant provisions of the company law of the people's Republic of China and the articles of association. After careful deliberation by the attending directors, the following resolutions are formed:
1、 The general manager's work report for 2021 was reviewed and adopted
Voting result: Yes: 7 votes; Negative vote: 0; Abstention: 0 votes.
2、 The work report of the board of directors in 2021 was reviewed and adopted
See Section III "management discussion and analysis" and Section IV "corporate governance" of 3 Guangdong Xinhui Meida Nylon Co.Ltd(000782) 021 annual report disclosed by the company on cninfo.com.cn on the same day.
The independent directors of the company have 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.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting result: Yes: 7 votes; Against: 0 votes; Abstention: 0 votes.
3、 The full text and summary of the 2021 annual report were reviewed and adopted
The board of Directors believes that the information contained in the full text and abstract of the company's 2021 annual report fairly, comprehensively and truly reflects the financial status and operating results of the reporting period, and the information disclosed is true, accurate and complete without any false records, misleading statements or major omissions.
The annual report of Hangzhou Century Co.Ltd(300078) 2021 and the summary of Hangzhou Century Co.Ltd(300078) 2021 annual report (Announcement No.: 2022035) are detailed in the relevant reports disclosed by the company on cninfo.com on the same day.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting result: Yes: 7 votes; Against: 0 votes; Abstention: 0 votes.
4、 Reviewed and adopted the financial final accounts report of 2021
In 2021, the company continued to take technological innovation and industry leadership as the goal, with the smart medical industry as the core, and led the development of animal networking related industries. Due to the delay in the construction and acceptance of chip projects in the same period of the previous year, the company achieved a slow increase of 195593% over the same period of the previous year due to the delay in the construction and acceptance of chip projects and the delay in the price of 20212021 medical materials, but the company achieved a slow increase in the same period of the previous year; At the same time, due to the impact of the company's provision for large impairment, the net profit attributable to the shareholders of the listed company was -7270233 million yuan, a decrease of 869.59% over the same period of the previous year.
The directors attending the meeting believed that the financial statement of the company in 2021 objectively and truly reflected the financial situation and operating results of the company in 2021.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting result: Yes: 7 votes; Against: 0 votes; Abstention: 0 votes.
5、 The proposal on the 2021 profit distribution plan was reviewed and approved
In 2021, the Company repurchased 33497450 shares of the company by means of centralized bidding through the special account for share repurchase, accounting for 3.87% of the total share capital of the company, and the total transaction amount was 22961236724 yuan (excluding transaction costs). According to the provisions of self regulatory guidance No. 9 for listed companies on Shenzhen Stock Exchange - share repurchase, the amount of shares repurchased by the company is regarded as the amount of cash dividends, Included in the relevant proportion of the company's cash dividend in 2021. Therefore, the company will no longer distribute cash dividends, bonus shares or increase share capital with capital reserve in 2021.
The independent directors agreed to the proposal of the company.
The above profit distribution plan needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting result: Yes: 7 votes; Against: 0 votes; Abstention: 0 votes.
6、 The proposal on the self-evaluation report on internal control in 2021 was considered and adopted
The specific contents of the 2021 internal control self-evaluation report are detailed in the relevant report disclosed by the company on cninfo.com on the same day.
The independent directors of the company have expressed their independent opinions on this proposal.
Voting result: Yes: 7 votes; Against: 0 votes; Abstention: 0 votes.
7、 The proposal on the special report on the deposit and use of raised funds in 2021 and the special report on the deposit and use of raised funds in 2021 were reviewed and approved. For details, see the relevant reports disclosed by the company on cninfo.com on the same day.
The independent directors of the company have expressed their independent opinions on this proposal.
Voting result: Yes: 7 votes; Against: 0 votes; Abstention: 0 votes.
8、 The proposal on the prediction of daily connected transactions in 2022 was deliberated and adopted
Based on the daily production and operation needs of the wholly-owned subsidiary Yihui Technology Co., Ltd. in 2022, the board of directors agreed to conduct daily related party transactions with Hangzhou lianfan Technology Co., Ltd. and Suzhou Zhikang Information Technology Co., Ltd., with an estimated amount of no more than RMB 49 million. For details, see the announcement on the forecast of daily connected transactions in 2022 (Announcement No.: 2022037) disclosed by the company on cninfo.com on the same day.
Since Mr. Sun Xinjun, the then affiliated director, has resigned after the expiration of the term of office of the Fourth Board of directors on August 18, 2021, there is no need for directors to withdraw from voting on this proposal.
The independent directors of the company have expressed their prior approval opinions and independent opinions on this proposal.
Voting result: Yes: 7 votes; Against: 0 votes; Abstention: 0 votes.
9、 The proposal on reappointment of Tianjian Certified Public Accountants (special general partnership) as the company's audit institution in 2022 was reviewed and approved
In order to maintain the continuity of the company's audit work, the board of directors agreed to renew the appointment of Tianjian Certified Public Accountants (special general partnership) as the company's audit institution in 2022. For details, please refer to the announcement on renewing the appointment of Tianjian Certified Public Accountants (special general partnership) as the company's audit institution in 2022 (Announcement No.: 2022038) disclosed on cninfo.com on the same day.
The independent directors of the company have expressed their prior approval opinions and independent opinions on this proposal.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting result: Yes: 7 votes; Against: 0 votes; Abstention: 0 votes.
10、 The proposal on adjusting the exercise price of stock options in the company's 2019 stock option and restricted stock incentive plan was reviewed and approved
Since the company's 2020 profit distribution plan has been implemented, according to the provisions of the company's 2019 stock option and restricted stock incentive plan (Draft), if the company has matters such as the conversion of capital reserve into share capital, the distribution of stock dividends, the division of shares, the allotment of shares, the reduction of shares or the distribution of dividends before the exercise of incentive objects, the exercise price shall be adjusted accordingly. The adjustment method is as follows:
Stock option exercise price adjustment P = p0-v. Where: P0 is the exercise price before adjustment; V is the dividend per share; P is the adjusted exercise price. After dividend adjustment, P must still be greater than 1.
Therefore, the exercise price of this stock option is adjusted to P = p0-v = 12.572 – 0.013 = 12.559 yuan / share. For details, see the announcement on adjusting the exercise price of stock options in the company's 2019 stock option and restricted stock incentive plan (Announcement No.: 2022039) disclosed on cninfo.com on the same day. The independent directors of the company expressed their independent opinions on this proposal.
Voting result: Yes: 7 votes; Against: 0 votes; Abstention: 0 votes.
11、 The proposal on adjusting the restricted stock repurchase price of the company's 2019 stock option and restricted stock incentive plan was reviewed and approved
The company will distribute cash dividends of 0.018 yuan / share and 0.013 yuan / share in 2019 and 2020 respectively. According to the provisions of the company's 2019 stock option and restricted stock incentive plan (Draft), after the restricted stock granted to the incentive object completes the share registration, if the company transfers capital reserve to share capital, distributes stock dividends, splits shares, allots shares or shrinks shares In case of dividend distribution and other matters affecting the total share capital or stock price of the company, the company shall adjust the repurchase price of restricted shares that have not been lifted. The adjustment method is as follows: the repurchase price of restricted shares is adjusted P = p0-v. Where: P0 is the repurchase price of restricted shares per share before adjustment; V is the dividend per share; P is the adjusted repurchase price of restricted shares per share. After dividend adjustment, P must still be greater than 1.
Therefore, the repurchase price of restricted shares is adjusted to P = p0-v = 6.30 – 0.018-0.013 = 6.269 yuan / share. For details, see the announcement on adjusting the restricted stock repurchase price of the company's 2019 stock option and restricted stock incentive plan (Announcement No.: 2022040) disclosed on cninfo.com on the same day.
The independent directors of the company have expressed their independent opinions on this proposal.
Voting result: Yes: 7 votes; Against: 0 votes; Abstention: 0 votes.
12、 Deliberating the proposal on cancellation of some stock options and repurchase of some restricted shares in the company's 2019 stock option and restricted stock incentive plan;
According to the relevant provisions of the company's 2019 stock option and restricted stock incentive plan (Draft) (hereinafter referred to as the incentive plan) and the assessment measures for the implementation of 2019 stock option and restricted stock incentive plan (hereinafter referred to as the assessment measures), due to the resignation of some incentive objects, they no longer have the qualification of incentive objects, The company cancelled 1474200 stock options it held and repurchased and cancelled 883400 restricted shares it had been granted but not lifted.
At the same time, since the actual performance of the company in 2021 did not meet the performance evaluation indicators of the second exercise period and the lifting of the restriction period specified in the incentive plan, according to the provisions of the incentive plan and the evaluation measures, the company cancelled 2535300 stock options corresponding to the second exercise period held by the granting object and repurchased 1479000 restricted shares corresponding to the second lifting of the restriction period granted to the granting object. For details, please refer to the announcement on cancellation of partial stock options of the company's 2019 stock option and restricted stock incentive plan (Announcement No.: 2022041) and announcement on cancellation of partial restricted stock repurchase of the company's 2019 stock option and restricted stock incentive plan (Announcement No.: 2022042) disclosed on cninfo.com on the same day.
The independent directors of the company have expressed their independent opinions on this proposal.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting result: Yes: 7 votes; Against: 0 votes; Abstention: 0 votes.
13、 The proposal on reducing registered capital and amending the articles of association was deliberated and adopted
In view of the company's plan to repurchase and cancel 2362400 restricted shares granted but not unlocked in the 2019 stock option and restricted stock incentive plan, the completion of this restricted stock repurchase and cancellation will lead to changes in the company's registered capital and the total number of shares, that is, the company's registered capital will be reduced from RMB 866129866 to RMB 863767466; The total share capital of the company was reduced from 86866 shares to 46676 shares. Therefore, the company will revise the relevant provisions of the articles of association and submit it to the general meeting of shareholders to authorize the board of directors to handle the relevant industrial and commercial change registration of the amendment of the articles of association. The specific operation shall be handled by the relevant functional departments of the company. For details, please refer to the announcement on reducing registered capital and amending the articles of Association (Announcement No.: 2022043) disclosed by the company on cninfo.com on the same day.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting result: Yes: 7 votes; Against: 0 votes; Abstention: 0 votes.
14、 The specific contents of the special instructions of the board of directors on the matters involved in the 2021 qualified opinion audit report are detailed in the special instructions of the board of directors on the matters involved in the 2021 qualified opinion audit report disclosed on cninfo.com on the same day (Announcement No.: 2022044).
The independent directors of the company have expressed their independent opinions on this proposal.
Voting result: Yes: 7 votes; Against: 0 votes; Abstention: 0 votes.
15、 The full text of the report for the first quarter of 2022 was considered and adopted
The board of Directors believes that the first quarter report of 2022 prepared by the company is comprehensive and true
