Securities code: Bringspring Science And Technology Co.Ltd(300290) securities abbreviation: Bringspring Science And Technology Co.Ltd(300290) Announcement No.: 2022011 Bringspring Science And Technology Co.Ltd(300290)
Announcement on the resolution of the fourth meeting of the Fifth 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
1. Bringspring Science And Technology Co.Ltd(300290) (hereinafter referred to as “the company”) the notice of the fourth meeting of the Fifth Board of directors was sent to all directors by e-mail on April 18, 2022.
2. The meeting of the board of directors was convened by the board of directors 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 7 directors who should attend the board meeting and 7 actually attended the meeting. Among them, who are the directors attending the meeting by means of communication, Ren Hui, Zhao Zhiyong and Liu Aimin.
4. The board of directors was presided over by Mr. Zheng Jian, chairman of the board of directors, and the supervisors and senior managers of the company attended the meeting as nonvoting delegates.
5. The convening and convening of this board meeting comply with the company law and other relevant laws and regulations and the relevant provisions of the articles of association.
2、 Deliberations of the board meeting
(I) review and approve the 2021 general manager’s work report
According to the company law, securities law, articles of association and other relevant laws and regulations and the company’s general manager’s working rules, the president of the company makes the general manager’s work report according to the work of 2021.
Voting results: 7 in favor, 0 against and 0 abstention. The number of consent votes accounted for 100% of the total votes.
(II) deliberating and adopting the work report of the board of directors in 2021
In accordance with the company law, the securities law, the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange, the articles of association and other relevant laws and regulations, the board of directors of the company shall make a work report of the board of directors according to the work of 2021 (see Section IV “management discussion and analysis” of the 2021 annual report for details).
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
Voting results: 7 in favor, 0 against and 0 abstention. The number of consent votes accounted for 100% of the total votes.
(III) review and approve the financial final accounts report of 2021
The company’s 2021 financial report was audited by Rongcheng Certified Public Accountants (special general partnership) and issued an unqualified audit report with highlighted items. The financial department of the company has prepared the financial final accounts report of 2021. The proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
Voting results: 7 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 the CSRC for details of the 2021 annual financial statement report.
(IV) deliberating and adopting the 2021 annual report and its summary
In accordance with the relevant requirements of laws and regulations such as the gem stock listing rules, 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), and in combination with the overall operation and management of the company in 2021, the 2021 annual report and its summary are prepared (see the annex for details). The report was audited by Rongcheng certified public accountants.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
Voting results: 7 in favor, 0 against and 0 abstention. The number of consent votes accounted for 100% of the total votes.
The 2021 annual report and its abstract are detailed in the gem information disclosure website designated by the CSRC.
(V) deliberated and passed the 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. Independent directors have expressed their independent opinions on the proposal.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
Voting results: 7 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.
(VI) review and approve the 2021 internal control evaluation report
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 conducted a self-evaluation according to the situation of the company in 2021. The independent directors have expressed their independent opinions on the proposal.
Voting results: 7 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.
(VII) deliberated and passed the proposal on the renewal 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 has been approved in advance by the independent directors and expressed their agreed independent opinions.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
Voting results: 7 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.
(VIII) deliberating and adopting the salary management system for senior managers
In order to improve corporate governance, fully mobilize the enthusiasm of the company’s senior managers, stimulate the creativity and vitality of senior managers, and improve the level of operation and management, the salary management system for senior managers is formulated in accordance with the principle of coordination of risks, responsibilities and interests and in combination with the actual situation of the company’s production and operation.
Independent directors have expressed their independent opinions on the proposal.
Voting results: 7 in favor, 0 against and 0 abstention. The number of consent votes accounted for 100% of the total votes.
For details of the Bringspring Science And Technology Co.Ltd(300290) senior management compensation management system, please refer to the gem information disclosure website designated by the CSRC.
(IX) deliberated and passed the proposal on the provision for asset impairment and asset write off in 2021
In accordance with the accounting standards for business enterprises, the guidelines for self regulation of listed companies No. 2 – standardized operation of companies listed on the gem, and the company’s accounting policies, the company conducted a comprehensive inventory and impairment test of various assets at the end of 2021 in order to more truly, accurately and fairly reflect the company’s financial status, asset value and operating results as of December 31, 2021. Based on the principle of prudence, the provision for asset impairment and asset write off in 2021 are withdrawn, and the changes in the fair value of other equity instrument investments held are recognized. Independent directors have expressed their independent opinions on the proposal.
Voting results: 7 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 the CSRC for details of the announcement on the provision for asset impairment and asset write off in 2021.
(x) deliberated and adopted the special statement on the achievement of performance commitments of Shanghai Jinchuang Information Technology Co., Ltd. in 2021
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 description on the realization of the counterparty’s performance commitment to Shanghai Jinchuang Information Technology Co., Ltd. in 2021.
Voting results: 7 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.
（11） The special statement on performance realization and asset impairment test of Shanghai Jinchuang Information Technology Co., Ltd. during the commitment period was reviewed and approved
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: 7 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.
（12） Deliberated and passed the 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. The proposal has been approved in advance by the independent directors and expressed their agreed independent opinions. The proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
Voting results: 7 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.
（13） The special report on the deposit and use of raised funds in 2021 was reviewed and approved
In accordance with the relevant requirements of the company law, the securities law, the management system of raised funds 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 actual use of the company’s raised funds in 2021 was prepared. Rongcheng Certified Public Accountants issued the assurance conclusion on the special report on the deposit and actual use of the company’s raised funds, Independent directors have expressed their independent opinions on the proposal.
Voting results: 7 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.
（14） In order to further improve the management of asset impairment provision and write off, ensure that the company’s financial statements truly and accurately reflect the company’s financial situation and operating results, and effectively prevent the risk of asset loss of the company, in accordance with the provisions of relevant laws, regulations and business rules and in combination with the actual situation of the company, Formulate the withdrawal method and write off system of asset impairment reserves. Voting results: 7 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 provision method and write off system for asset impairment reserves.
（15） The proposal on terminating the issuance of convertible corporate bonds to unspecified objects was deliberated and adopted. Because the company’s performance in 2021 did not meet the conditions for issuing convertible corporate bonds to unspecified objects, it was 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. Independent directors have expressed their independent opinions on the proposal.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
Voting results: 7 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.
（16） Deliberated and passed the proposal on withdrawing 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 that the company is
