Securities code: Shenzhen Guohua Network Security Technology Co.Ltd(000004) Securities abbreviation: Shenzhen Guohua Network Security Technology Co.Ltd(000004) Announcement No.: 2022008 Shenzhen Guohua Network Security Technology Co.Ltd(000004)
Announcement of resolutions of the 7th Meeting of the 10th 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
Shenzhen Guohua Network Security Technology Co.Ltd(000004) (hereinafter referred to as “the company”) the seventh meeting of the 10th board of directors was held on April 28 and 29, 2022 in conference room 2206, block B, Zhuoyue Meilin Central Plaza (South District), Meilin Road, Futian District, Shenzhen by on-site and communication voting. The notice of the meeting was sent by email on April 18, 2022. The meeting was presided over by Mr. Huang Xiang, chairman of the company. There were 9 directors who should be present and 9 actually. The supervisors and senior managers of the company attended the meeting as nonvoting delegates. The meeting was held in accordance with the relevant provisions of the company law and the articles of association.
2、 Deliberations of the board meeting
1. The annual report and summary for 2021 were considered and adopted.
For details, please refer to the 2021 annual report and the 2021 annual report summary (Announcement No.: 2022010) disclosed by the company on the same day.
Voting: 9 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
2. Deliberated and adopted the work report of the board of directors in 2021.
See the work report of the board of directors in 2021 disclosed by the company on the same day for details.
Xiao Yongping, Qiu pingxia and Zhong Mingxia, the 10th independent directors of the company, submitted the performance of independent directors to the board of directors
Voting: 9 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
3. The 2021 general manager’s work report was reviewed and adopted.
Agree with the work report of the general manager in 2021.
Voting: 9 in favor, 0 against and 0 abstention.
4. Deliberated and adopted the financial final accounts report of 2021.
For details, please refer to section x financial report of 2021 annual report disclosed by the company on the same day.
Voting: 9 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
5. The 2021 equity distribution plan was reviewed and approved.
In 2021, the company plans not to distribute cash dividends, bonus shares or increase share capital with accumulation fund. For details, please refer to the announcement of special instructions on equity distribution plan disclosed by the company on the same day (Announcement No.: 2022011).
Voting: 9 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
6. The proposal on the remuneration of directors and senior managers of the company in 2021 was deliberated and adopted.
For details, see Section IV corporate governance V, directors, supervisors, senior managers and employees of the 2021 annual report disclosed by the company on the same day.
This proposal will be voted by category in the form of sub proposals. The voting conditions are as follows:
(1) Huang Xiang’s proposal on salary in 2021
Voting: 8 in favor, 0 against and 0 abstention. Huang Xiang, a related director, avoided voting.
(2) Li chensen’s proposal on remuneration in 2021
Voting: 8 in favor, 0 against and 0 abstention. Li chensen, a related director, avoided voting. (3) Chen Jinhai’s proposal on salary in 2021
(4) Liang Xin’s proposal on salary in 2021
Voting: 9 in favor, 0 against and 0 abstention.
(5) Huang bingxia’s salary proposal for 2021
Voting: 9 in favor, 0 against and 0 abstention.
Among them, sub proposals 1, 2 and 3 involve the remuneration of directors and need to be submitted to the general meeting of shareholders for deliberation.
7. The 2021 annual report on internal control was considered and adopted.
For details, see the 2021 internal control evaluation report disclosed by the company on the same day.
Voting: 9 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
8. The proposal on the achievement of performance commitments and performance compensation scheme for the acquisition of Beijing Zhiyou Wangan Technology Co., Ltd. was deliberated and adopted.
For details, see the announcement on the achievement of performance commitments and performance compensation scheme for the acquisition of Beijing Zhiyou Wangan Technology Co., Ltd. (Announcement No.: 2022012) disclosed by the company on the same day.
Voting: 8 in favor, 0 against and 0 abstention. Li chensen, a related director, avoided voting. This proposal shall be submitted to the general meeting of shareholders for deliberation.
9. The proposal on requesting the general meeting of shareholders to authorize the board of directors of the company to handle matters related to share repurchase and cancellation was deliberated and adopted.
In order to ensure the smooth implementation of the performance compensation scheme, the general meeting of shareholders is hereby requested to authorize the board of directors of the company to fully handle the matters related to the performance compensation scheme, including but not limited to share repurchase and cancellation, amendment of the articles of association, handling the formalities of industrial and commercial change registration, etc.
Voting: 8 in favor, 0 against and 0 abstention. Li chensen, a related director, avoided voting. This proposal shall be submitted to the general meeting of shareholders for deliberation.
10. The proposal on the provision for asset impairment was deliberated and adopted.
For details, please refer to the announcement on the provision for asset impairment (Announcement No.: 2022013) disclosed by the company on the same day.
Voting: 9 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
11. Deliberated and adopted the special statement on matters involved in the audit report with qualified opinions issued by accounting firms
For details, please refer to the special instructions on matters involved in the qualified opinion audit report issued by the accounting firm disclosed by the company on the same day.
Voting: 9 in favor, 0 against and 0 abstention.
12. Deliberated and adopted the special statement on matters involved in the internal control audit report with negative opinions issued by accounting firms
For details, please refer to the special instructions on matters involved in the internal control audit report with negative opinions issued by accounting firms disclosed by the company on the same day.
Voting: 9 in favor, 0 against and 0 abstention.
13. The proposal on the general election of the board of directors and the nomination of candidates for non independent directors of the 11th board of directors was deliberated and adopted.
In view of the expiration of the term of office of the 10th board of directors, Huang Xiang, Li chensen, Chen Jinhai, Liang Xin, Wu Difei and Liu duohong are hereby nominated as candidates for non independent directors of the 11th board of directors. For details, see the announcement on the general election of the board of directors (Announcement No.: 2022014) disclosed by the company on the same day.
No votes, 9 abstentions.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
14. The proposal on the election of the board of directors and the nomination of independent director candidates for the 11th board of directors was deliberated and adopted
In view of the expiration of the term of office of the 10th board of directors, Xiao Yongping, Qiu Xiaping and Zhong Mingxia are hereby nominated as independent director candidates of the 11th board of directors. For details, see the announcement on the general election of the board of directors (Announcement No.: 2022014) disclosed by the company on the same day.
No votes, 9 abstentions.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
15. The first quarter report of 2022 was considered and adopted.
See the first quarter report of 2022 (Announcement No.: 2022022) disclosed by the company on the same day for details.
No votes, 9 abstentions.
16. The proposal on convening the 2021 annual general meeting of shareholders of the company was deliberated and adopted.
It is agreed that the company will hold the 2021 annual general meeting of shareholders at 14:30 p.m. on May 20, 2022. For details, see the notice on convening the 2021 annual general meeting of shareholders disclosed by the company on the same day (Announcement No.: 2022023).
Voting: 9 in favor, 0 against and 0 abstention.
3、 Documents for future reference
1. The resolution of the board of directors signed by the attending directors and stamped with the seal of the board of directors;
2. Other documents required by SZSE.
It is hereby announced.
Shenzhen Guohua Network Security Technology Co.Ltd(000004) board of directors
April 30, 2002
