Securities code: Bringspring Science And Technology Co.Ltd(300290) securities abbreviation: Bringspring Science And Technology Co.Ltd(300290) Announcement No.: 2022012 Bringspring Science And Technology Co.Ltd(300290)
Announcement on the resolution of the second 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
1. Bringspring Science And Technology Co.Ltd(300290) (hereinafter referred to as “the company”) the notice of the second meeting of the Fifth Board of supervisors was sent to all supervisors by email on April 18, 2022.
2. The meeting of the board of supervisors was convened by the board of supervisors of the company and held on April 28, 2022 in the conference room on the second floor of the Yellow River building, building 9, Zhongyuan digital economy industrial park, Zhengdong New Area, Zhengzhou City, Henan Province.
3. There are 3 supervisors who should attend the meeting and 3 supervisors who actually attended.
4. The board of supervisors is presided over by Ms. Dong Xiaoyan, chairman of the board of supervisors.
5. The convening and holding of this meeting of the board of supervisors comply with the company law and other relevant laws and regulations and the relevant provisions of the articles of association.
2、 Deliberation at the meeting of the board of supervisors
After careful deliberation, the attending supervisors passed the following proposals by voting:
1. Work report of the board of supervisors in 2021
In accordance with the provisions of the company law, the securities law, the articles of association and other relevant laws and regulations, the board of supervisors of the company shall make the work report of the board of supervisors in 2021 according to the work of 2021.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
Voting results: 3 in favor, 0 against and 0 abstention. The number of consent votes accounted for 100% of the total votes.
The company’s 2021 work report of the board of supervisors is detailed in the gem information disclosure website designated by the CSRC. 2. Financial statement report of 2021
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
There were 0 affirmative votes and 3 abstention votes. The number of consent votes accounted for 100% of the total votes.
For details of the company’s 2021 annual financial statement, please refer to the gem information disclosure website designated by the CSRC. 3. Annual report 2021 and its summary
The financial report of the company in 2021 was audited by Rongcheng Certified Public Accountants (special general partnership) and issued an audit report with the opinions of highlighted items. The board of directors of the company wrote the 2021 annual report and its summary. The board of supervisors believes that the report truly, accurately and completely reflects the operation and management of the company in 2021.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
Voting results: 3 in favor, 0 against and 0 abstention. The number of consent votes accounted for 100% of the total votes.
The company’s 2021 annual report and its abstract are detailed in the gem information disclosure website designated by the CSRC. 4. Proposal on no profit distribution in 2021
As the net profit attributable to the shareholders of the listed company in 2021 and the accumulated profit available for distribution to shareholders are negative, in accordance with the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies, the articles of association and other relevant provisions, taking into account the future development needs of the company and in combination with the company’s operation and cash flow, the board of directors of the company has formulated the profit distribution plan for 2021 as follows: no cash dividend, No bonus shares will be given and no capital reserve will be converted into share capital.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
Voting results: 3 in favor, 0 against and 0 abstention. The number of consent votes accounted for 100% of the total votes.
The announcement on no profit distribution in 2021 is detailed in the gem information disclosure website designated by the CSRC.
5. Internal control evaluation report in 2021
In accordance with the provisions of the company law, the securities law, the basic norms of enterprise internal control, the Listing Rules of Shenzhen Stock Exchange gem, the standardized operation and guidance of Shenzhen Stock Exchange GEM listed companies, the guidelines for corporate governance of listed companies, the company charter and other relevant laws and regulations, and with the attitude of being responsible to all shareholders, The board of directors of the company conducted a comprehensive inspection on the internal control of the company in 2021 and made a self-evaluation according to the situation of the company in 2021.
Voting results: 3 in favor, 0 against and 0 abstention. The number of consent votes accounted for 100% of the total votes.
The company’s internal control evaluation report in 2021 is detailed in the gem information disclosure website designated by the CSRC.
6. Proposal on reappointment of the company’s audit institution in 2022
Rongcheng Certified Public Accountants (special general partnership) has the audit qualification related to securities business and the experience and ability to provide audit services for listed companies. In providing audit services for the company, Rongcheng Certified Public Accountants (special general partnership) can follow the professional standards of independence, objectivity and impartiality, abide by them with due diligence, provide high-quality audit services for the company, and its report can objectively and truly reflect the actual situation of the company Financial status and operating results, earnestly fulfilled the responsibilities of the audit institution, and safeguarded the legitimate rights and interests of the company and shareholders from a professional perspective. Therefore, the company agrees to continue to employ Rongcheng certified public accountants as the auditor of the company’s financial statements in 2022.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
Voting results: 3 in favor, 0 against and 0 abstention. The number of consent votes accounted for 100% of the total votes.
For details of the announcement on the renewal of the company’s audit institution in 2022, please refer to the gem information disclosure website designated by the CSRC.
7. Proposal on provision for impairment of assets and write off of assets in 2021
The board of supervisors believes that the company’s provision for asset impairment and asset write off in accordance with the accounting standards for business enterprises and relevant accounting policies are in line with the actual situation of the company. After the provision for asset impairment is mentioned, the financial statements of the company in 2021 can more fairly reflect the financial status, asset value and operating results of the company as of December 31, 2021. The decision-making procedure of the company’s board of directors on this proposal complies with relevant laws and regulations and the relevant provisions of the accounting standards for business enterprises. The board of supervisors agreed that the company should withdraw the provision for asset impairment and write off of assets this time.
There were 0 affirmative votes and 3 abstention votes. The number of consent votes accounted for 100% of the total votes.
See the gem information disclosure website designated by the CSRC for details of the announcement on the provision for asset impairment and asset write off in 2021.
8. Based on the requirements of the profit forecast compensation agreement for issuing shares and paying cash to purchase assets signed by the parties to the transaction of the company’s acquisition of 70.00% equity business of Shanghai Jinchuang Information Technology Co., Ltd. in 2019, and in accordance with the provisions of the accounting standards for business enterprises, The company has prepared the special statement on the realization of the counterparty’s performance commitment to Shanghai Jinchuang Information Technology Co., Ltd. in 2021.
Voting results: 3 in favor, 0 against and 0 abstention. The number of consent votes accounted for 100% of the total votes.
See the gem information disclosure website designated by China Securities Regulatory Commission for details of the special note on the achievement of performance commitments of Shanghai Jinchuang Information Technology Co., Ltd. in 2021.
9. Special note on performance realization and asset impairment test of Shanghai Jinchuang Information Technology Co., Ltd. during the commitment period
In accordance with the relevant provisions of the measures for the administration of major asset restructuring of listed companies, the performance realization and asset impairment test of Shanghai Jinchuang Information Technology Co., Ltd., the subject company of the company issuing shares to purchase assets, are hereby explained.
Voting results: 3 in favor, 0 against and 0 abstention. The number of consent votes accounted for 100% of the total votes.
See the gem information disclosure website designated by China Securities Regulatory Commission for details of the special instructions on the performance realization and asset impairment test of Shanghai Jinchuang Information Technology Co., Ltd. during the commitment period.
10. Proposal on the management of Shanghai Jinchuang Information Technology Co., Ltd. to realize the reward for excess profits
According to the relevant requirements of the profit forecast compensation agreement, the company will pay 50% of the excess net profit to the management of Shanghai Jinchuang Information Technology Co., Ltd. as a reward when the conditions for excess performance reward are met. Excess net profit = cumulative net profit actually realized by the target company during the profit compensation period – cumulative committed net profit of the target company during the profit compensation period.
Voting results: 3 in favor, 0 against and 0 abstention. The number of consent votes accounted for 100% of the total votes.
The announcement on the management of Shanghai Jinchuang Information Technology Co., Ltd. to realize the reward for excess profits is detailed in the gem information disclosure website designated by the CSRC.
11. Special report on the deposit and use of raised funds in 2021
In accordance with the relevant requirements of the company law, the securities law, the articles of association and other laws and regulations, and in combination with the deposit and actual use of the company’s raised funds in 2021, the special report on the deposit and use of raised funds in 2021 was prepared, and Rongcheng accounting firm issued the assurance conclusion.
Voting results: 3 in favor, 0 against and 0 abstention. The number of consent votes accounted for 100% of the total votes.
The special report on the deposit and use of raised funds in 2021 and the assurance report on the annual deposit and use of raised funds are detailed in the gem information disclosure website designated by the CSRC.
12. Proposal on terminating the issuance of convertible corporate bonds to unspecified objects
As the company’s performance in 2021 has not met the conditions for issuing convertible corporate bonds to unspecified objects, it is decided to terminate the issuance of convertible corporate bonds to unspecified objects. The termination of the issuance of convertible corporate bonds to unspecified objects will not have a significant impact on the normal production and operation of the company, and will not damage the rights and interests of the company and shareholders, especially minority shareholders.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
Voting results: 3 in favor, 0 against and 0 abstention. The number of consent votes accounted for 100% of the total votes.
The announcement on terminating the issuance of convertible corporate bonds to unspecified objects is detailed in the gem information disclosure website designated by the CSRC.
13. Proposal on accrued estimated liabilities
On October 19, 2021, the company provided guarantee for the working capital loan of 230 million yuan obtained by Panjin Jieneng Industrial Co., Ltd. from the construction branch of Panjin Bank Co., Ltd. The aforesaid guarantee failed to fulfill the deliberation procedures of the general meeting of shareholders according to law.
On June 21, 2021, the company signed the guarantee contract with the creditor Zhonghui Media Co., Ltd. (hereinafter referred to as Zhonghui media) and the debtor Liaoning Guoke Industry Co., Ltd. (hereinafter referred to as Guoke industry) to provide joint and several liability guarantee for the debt payable by Guoke industry to Zhonghui media of 1062966600 yuan, with the guarantee amount of 1062966600 yuan of principal and interest. The aforesaid guarantee failed to fulfill the deliberation procedures of the general meeting of shareholders according to law.
Up to now, the above guarantee still exists. Since the company is not a listed company, according to Article 9 of the guarantee interpretation of the civil code and Articles 5 and (x) of the opinions on further improving the quality of listed companies issued by the State Council, the listed company shall not bear the guarantee liability for the illegal guarantee contract and shall not bear the obligation of compensation. Considering the company’s lack of internal control in this guarantee and in combination with laws and regulations, the company may be judged to pay a certain proportion of compensation, which is expected to be about 20% of the guarantee amount.
In view of the above basic conditions, the company plans to withdraw the estimated liabilities according to 20% of the guarantee amount, i.e. 49.97 million yuan. Independent directors have expressed their independent opinions on the proposal.
Voting results: 3 in favor, 0 against and 0 abstention. The number of consent votes accounted for 100% of the total votes.
For details of the announcement on accrued estimated liabilities, please refer to the gem information disclosure website designated by the CSRC. 14. First quarter report of 2022
In accordance with the relevant requirements of laws and regulations such as the gem stock listing rules and the rules for the preparation of information disclosure of companies offering securities to the public No. 13 – Contents and format of quarterly reports (revised in 2016), and in combination with the actual operation and management of the company in the first quarter of 2022, the first quarter report of 2022 is prepared. The report has not been audited by an accounting firm.
Voting results: 3 in favor, 0 against and 0 abstention. The number of consent votes accounted for 100% of the total votes.
It is hereby announced.
Bringspring Science And Technology Co.Ltd(300290) board of supervisors April 28, 2002
