Securities code: Shenzhen Guohua Network Security Technology Co.Ltd(000004) Securities abbreviation: Shenzhen Guohua Network Security Technology Co.Ltd(000004) Announcement No.: 2022009 Shenzhen Guohua Network Security Technology Co.Ltd(000004)
Announcement of resolutions of the 7th Meeting of the 10th 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
Shenzhen Guohua Network Security Technology Co.Ltd(000004) (hereinafter referred to as “the company”) the seventh meeting of the 10th board of supervisors 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 Ms. Tang Yinping, the chief supervisor of the company, and there were 3 supervisors. The meeting was held in accordance with the relevant provisions of the company law and the articles of association.
2、 Deliberation at the meeting of the board of supervisors
1. The annual report and summary for 2021 were considered and adopted.
After examination, the board of supervisors believes that the procedures for the preparation and deliberation of the annual report of Shenzhen Guohua Network Security Technology Co.Ltd(000004) 2021 by the board of directors comply with laws, administrative regulations and the provisions of the CSRC. The contents of the report truly, accurately and completely reflect the actual situation of the listed company, and there are no false records, misleading statements or major omissions.
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: 3 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 supervisors in 2021.
See the work report of the board of supervisors in 2021 disclosed by the company on the same day for details.
Voting: 3 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
3. 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: 3 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
4. The 2021 equity distribution plan was reviewed and approved.
The board of supervisors believes that the 2021 equity distribution plan of the company complies with the requirements on profit distribution in relevant regulations such as the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies and the articles of association of the CSRC, takes full account of the actual operation status and future development needs of the company, conforms to the long-term interests of the company and all shareholders, and does not damage the interests of the company and all shareholders, especially small and medium-sized shareholders.
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: 3 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
5. Deliberated and adopted the 2021 annual internal control evaluation report.
The board of supervisors believes that the company failed to maintain effective internal control over financial reporting in all major aspects in accordance with the basic norms of enterprise internal control and relevant regulations on December 31, 2021. The current internal control system of the company has certain defects. The company needs to strengthen the construction of relevant laws and regulations for managers, improve the execution of the internal control system and control the internal standardized operation mechanism of the company. We recognize that the company can face defects and take the initiative to rectify them. It is hoped that in the future, the company can clarify the goal of strengthening internal control, ensure the authenticity, legitimacy and integrity of the company’s financial data, complete the information disclosure truthfully, accurately, timely and completely, treat all investors openly, fairly and fairly, and effectively protect the interests of the company and investors.
For details, see the 2021 internal control evaluation report disclosed by the company on the same day.
Voting: 3 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 achievement of performance commitments and performance compensation scheme for the acquisition of Beijing Zhiyou Wangan Technology Co., Ltd. was deliberated and adopted.
The board of supervisors believes that Beijing Zhiyou Wangan Technology Co., Ltd. has not completed the performance commitment, and the relevant performance commitment party should strictly fulfill the performance compensation commitment and undertake the corresponding share compensation obligation. The company formulates the performance compensation plan according to the compensation agreement with the performance commitment party and the actual performance completion, which meets the requirements of relevant laws and regulations, the review procedures comply with the provisions of the company law, the securities law and other relevant laws and regulations and the articles of association, and there is no situation that damages the interests of the company’s shareholders.
For details, please refer to 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: 3 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
7. The proposal on the provision for asset impairment was deliberated and adopted
The board of supervisors believes that the decision-making procedure for withdrawing the provision for asset impairment is reasonable and legal, in line with the relevant provisions of the accounting standards for business enterprises and the actual situation of the company, can fairly reflect the asset status of the company as of December 31, 2021, and agrees to the withdrawal of the provision for asset impairment. 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: 3 in favor, 0 against and 0 abstention.
8. Deliberated and passed the proposal on special instructions on matters involved in the audit report with qualified opinions issued by accounting firms
The 2021 financial report of the company was audited by Zhitong Certified Public Accountants (special general partnership), which issued a qualified audit report for the company. The board of supervisors agrees with the special explanation made by the board of directors on the matters involved in the audit report with qualified opinions issued by the accounting firm. The board of directors and management need to further improve the internal control system, prevent management and operation risks, and effectively safeguard the interests of the company and all shareholders.
Voting: 3 in favor, 0 against and 0 abstention.
9. Deliberated and passed the proposal on special instructions on matters involved in internal control audit reports with negative opinions issued by accounting firms
The board of directors reviewed the special report on internal control matters issued by the accounting firm and denied the special statement on internal control matters issued by the board of directors. The board of supervisors will earnestly perform its duties, urge the company’s internal control system to strengthen, improve and operate effectively, urge the board of directors and management to take effective measures to strengthen internal control, solve relevant problems as soon as possible, eliminate relevant matters involved in the opinions and their impact, ensure the sustainable, stable and healthy development of the company, and effectively safeguard the legitimate rights and interests of investors.
Voting: 3 in favor, 0 against and 0 abstention.
10. The proposal on the general election of the board of supervisors and the nomination of candidates for shareholders’ representative supervisors of the 11th board of supervisors was deliberated and adopted.
In view of the expiration of the term of office of the 10th board of supervisors, Huang Yaqi and Li Yu are hereby nominated as candidates for shareholder representative supervisors of the 11th board of supervisors. For details, see the announcement on the general election of the board of supervisors (Announcement No.: 2022015) disclosed by the company on the same day.
Voting: 3 in favor, 0 against and 0 abstention.
11. The first quarter report of 2022 was considered and adopted.
After examination, the board of supervisors believes that the procedures for the preparation and deliberation of the report of the first quarter of Shenzhen Guohua Network Security Technology Co.Ltd(000004) 2022 by the board of directors comply with laws, administrative regulations and the provisions of the CSRC. The contents of the report truly, accurately and completely reflect the actual situation of the listed company, and there are no false records, misleading statements or major omissions.
See the first quarter report of 2022 (Announcement No.: 2022022) disclosed by the company on the same day for details.
Voting: 3 in favor, 0 against and 0 abstention.
3、 Documents for future reference
1. The resolution of the board of supervisors signed by the attending supervisors and sealed by the board of supervisors;
2. Other documents required by SZSE. It is hereby announced.
Shenzhen Guohua Network Security Technology Co.Ltd(000004) board of supervisors
April 30, 2002
