Securities code: Rockontrol Technology Group Co.Ltd(688051) securities abbreviation: Rockontrol Technology Group Co.Ltd(688051) Announcement No.: 2022012
Rockontrol Technology Group Co.Ltd(688051)
Announcement of resolutions of the 19th meeting of the second board of supervisors
The board of supervisors and all supervisors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
1、 Meetings of the board of supervisors
Rockontrol Technology Group Co.Ltd(688051) (hereinafter referred to as ” Rockontrol Technology Group Co.Ltd(688051) ” or “the company”)
The 19th meeting of the board of supervisors was held in the company’s conference room on April 29, 2022 by means of on-site communication
Hold. The notice of this meeting of supervisors was served on February 19, 2024. 3. Supervisors to attend the meeting
The meeting was presided over by Ms. Yu Lingxia, chairman of the board of supervisors, and attended by Mr. Huang Zhilong, Secretary of the board of directors and Ms. Cheng Junmin, representative of securities affairs. The convening and convening procedures of the meeting comply with the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of association, and the resolutions of the meeting are legal and effective.
2、 Deliberation at the meeting of the board of supervisors
The following proposals were considered and adopted by open ballot at this meeting:
(I) proposal on the application of the company and its subsidiaries for comprehensive financing credit line and guarantee from financial institutions and non-financial institutions
After deliberation, the board of supervisors held that the application for comprehensive credit line and provision of guarantee by the company and its subsidiaries was made in comprehensive consideration of the business development needs of the company and its subsidiaries, which was in line with the actual business situation and overall development strategy of the company. The guaranteed is a subsidiary of the company, with good asset credit status and controllable guarantee risk. The guarantee matters are in line with the interests of the company and all shareholders.
Voting results: 3 in favor, 0 against and 0 abstention.
(II) proposal on using some temporarily idle self owned funds for cash management
After deliberation, the board of supervisors held that it was agreed that the company could use up to RMB 500 million on the premise of ensuring that it would not affect the normal operation of the company, ensuring the liquidity and safety of funds, and effectively controlling risks
Temporarily idle its own funds of RMB (including this amount) for cash management, and purchase financial products or deposit products with high security, good liquidity and low and medium risk (including but not limited to agreement deposits, call deposits, time deposits, large certificates of deposit, income certificates, etc.).
Voting results: 3 in favor, 0 against and 0 abstention.
(III) proposal on using temporarily idle raised funds for cash management
After deliberation, the board of supervisors believes that it is agreed that the company’s temporarily idle raised funds with a limit of no more than RMB 250 million (including this amount) can be used for cash management under the condition of ensuring that the progress of the investment project of the raised funds, the normal production and operation of the company and the safety of funds are not affected, and can be used for the purchase of funds with a period of no more than 12 months, which has high safety, good liquidity Financial products or deposit products (including but not limited to agreed deposits, time deposits, large certificates of deposit, call deposits, etc.) with breakeven agreement can be used on a rolling basis within the above limit. Voting results: 3 in favor, 0 against and 0 abstention.
(IV) proposal on changing some investment projects with over raised funds and using some idle over raised funds to temporarily supplement working capital
The board of supervisors of the company believes that the company’s decision to change some over raised capital investment projects and use some idle over raised funds to temporarily supplement working capital complies with relevant laws and regulations such as the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies, the guidelines for the application of self regulatory rules for Kechuang listed companies of Shanghai Stock Exchange No. 1 – standardized operation, and the articles of association The provisions of the company’s management system for raised funds are conducive to improving the use efficiency of raised funds, reducing financial costs, meeting the needs of the company’s actual operation and development, and safeguarding the interests of listed companies and shareholders. The board of supervisors agrees that the company will change some investment projects of over raised funds this time and use some idle over raised funds to temporarily supplement working capital.
Voting results: 3 in favor, 0 against and 0 abstention.
(V) proposal on the special report on the deposit and use of raised funds in 2020
After deliberation, the board of supervisors held that the deposit and use of the company’s annual raised funds in 2021 were in line with the relevant provisions of the Listing Rules of Shanghai Stock Exchange on the science and innovation board, the guidelines for the application of the self regulatory rules of listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation, the company’s management system for raised funds and other relevant provisions, and the raised funds were stored in a special account and used for special purposes, And timely fulfilled the relevant information disclosure obligations. The specific use of the raised funds is consistent with that disclosed by the company. There is no case of changing the purpose of the raised funds in disguise and damaging the interests of shareholders, and there is no case of illegal use of the raised funds.
Voting results: 3 in favor, 0 against and 0 abstention.
(VI) proposal on canceling some restricted shares granted but not yet vested
After review, the board of supervisors believes that the cancellation of some restricted shares of the company complies with the relevant provisions of the measures for the administration of equity incentives of listed companies, the Listing Rules of the science and Innovation Board of Shanghai Stock Exchange and the company’s 2021 restricted stock incentive plan (Draft), and there is no harm to the interests of shareholders. The board of supervisors agrees that the company shall cancel some granted but not yet vested restricted shares.
Voting results: 3 in favor, 0 against and 0 abstention.
(VII) proposal on profit distribution in 2021
The company held the 19th meeting of the second board of supervisors on April 29, 2022, and deliberated and approved the profit distribution plan for 2021. The board of supervisors believed that the profit distribution plan for 2021 fully considered various factors such as the company’s profitability, cash flow status and capital demand, and there was no damage to the interests of minority shareholders, which was in line with the current operation situation of the company and conducive to the sustainable, stable and healthy development of the company. Agree to this profit distribution plan and submit it to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting results: 3 in favor, 0 against and 0 abstention.
(VIII) proposal on Amending the rules of procedure of the board of supervisors of the company
After deliberation, the board of supervisors held that the company’s amendment to the rules of procedure of the board of supervisors is for the needs of standardizing the company’s operation and further strengthening corporate governance, and complies with the provisions of the company law, the articles of association and relevant laws and regulations. In conclusion, the board of supervisors of the company agrees to the proposal of the company to amend the rules of procedure of the board of supervisors.
Voting results: 3 in favor, 0 against and 0 abstention.
(IX) proposal on the provision for asset impairment in 2021
The board of supervisors of the company believes that, in accordance with the accounting standards for business enterprises and other relevant provisions, in order to truly and accurately reflect the financial status and operating results of the company as of December 31, 2021, based on the principle of prudence and after full communication with accountants, the company will withdraw impairment reserves for relevant assets that may have asset impairment losses as of December 31, 2021.
The provision for asset impairment loss this time complies with the relevant provisions of the accounting standards for business enterprises and the company’s accounting policies, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders. Therefore, we agree with the company’s provision for asset impairment this time.
Voting results: 3 in favor, 0 against and 0 abstention.
(x) proposal on self evaluation report on internal control in 2021
The internal control evaluation report of Rockontrol Technology Group Co.Ltd(688051) 2021 issued by the company objectively and truly reflects the establishment and operation of the company’s financial report and other relevant internal control systems, as well as the supervision and inspection of internal control. In conclusion, we agree to the Rockontrol Technology Group Co.Ltd(688051) 2021 annual internal control evaluation report.
Voting results: 3 in favor, 0 against and 0 abstention.
（11） Proposal on 2020 financial final accounts report
After deliberation, the board of supervisors believes that the financial statement of 2021 prepared by the company truthfully reflects the actual financial situation of the company in 2021.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation and voting.
（12） Proposal on full text and summary of 2021 Annual Report
After deliberation, the board of supervisors believes that the preparation and deliberation procedures of the full text and summary of the company’s 2021 annual report comply with the provisions of laws and regulations, the articles of association and the company’s internal management system; The content and format of the full text and abstract of the company’s 2021 annual report comply with the provisions of China Securities Regulatory Commission and Shanghai Stock Exchange, and the information contained can truly reflect the company’s business status, results and financial status during the reporting period from all aspects. Before putting forward this opinion, it is not found that the personnel involved in the preparation and deliberation of the full text and summary of the 2021 annual report have violated the confidentiality provisions; The board of supervisors guarantees that the information disclosed in the full text and abstract of the company’s 2021 annual report is true, accurate and complete without any false records, misleading statements or major omissions, and assumes individual and joint legal liabilities for the authenticity, accuracy and integrity of its contents.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation and voting.
（13） Proposal on the first quarter report of 2022
After deliberation, the board of supervisors believes that the preparation and deliberation procedures of the full text and summary of the company’s 2021 annual report comply with the provisions of laws and regulations, the articles of association and the company’s internal management system; The content and format of the full text and abstract of the company’s 2021 annual report comply with the provisions of China Securities Regulatory Commission and Shanghai Stock Exchange, and the information contained can truly reflect the company’s business status, results and financial status during the reporting period from all aspects. Before putting forward this opinion, it is not found that the personnel involved in the preparation and deliberation of the full text and summary of the 2021 annual report have violated the confidentiality provisions; The board of supervisors guarantees that the information disclosed in the full text and abstract of the company’s 2021 annual report is true, accurate and complete without any false records, misleading statements or major omissions, and assumes individual and joint legal liabilities for the authenticity, accuracy and integrity of its contents.
Voting results: 3 in favor, 0 against and 0 abstention.
（14） Deliberated and adopted the proposal on the work report of the board of supervisors in 2021
After deliberation, the board of supervisors held that: in accordance with the provisions of the company law, relevant laws and regulations and the articles of association, and in the spirit of being responsible to all shareholders, the board of supervisors conscientiously performed the duties entrusted by relevant laws and regulations, actively and effectively carried out work, supervised the legal operation of the company and the legality and compliance of the duties performed by the directors and senior managers of the company, and safeguarded the legitimate rights and interests of the company and shareholders.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation and voting.
（15） The proposal on the company’s 2022 annual remuneration plan for supervisors was deliberated and adopted
After deliberation, the board of supervisors considered that the proposal of the company’s supervisor’s remuneration scheme met the provisions and requirements of the company law, the guidelines for the governance of listed companies, the articles of association and other relevant laws and regulations, and agreed to submit the proposal of the company’s supervisor’s remuneration scheme in 2022 to the company’s 2021 annual general meeting for deliberation.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation and voting.
It is hereby announced.
Rockontrol Technology Group Co.Ltd(688051) board of supervisors April 30, 2022
