China National Software And Service Company Limited(600536) 2021 annual general meeting information
May 12, 2002
catalogue
Catalog- 1 - I. meeting agenda- 2 - II. Meeting instructions- 4 - III. financial final accounts report of 2021- 5 - IV. 2021 profit distribution and capital reserve conversion to share capital plan- 6 - V. report on work of independent directors in 2021- 9 - VI. work report of the board of directors in 2021- 16 - VII. Work report of the board of supervisors in 2021- 38 - VIII. Annual report 2021- 41 - IX. proposal on capital increase of yijingjie- 42 -
1、 Agenda of the meeting
Meeting time:
Date and time of on-site meeting: from 14:30 on May 12, 2022
Online voting date and time: the online voting system of Shanghai Stock Exchange is adopted. The voting time through the voting platform of the trading system is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on May 12; The voting time through the Internet voting platform is 9:15-15:00 on May 12
Site meeting place:
Conference room 1, floor 1, building C, zhongruan building, No. 55 Xueyuan South Road, Haidian District, Beijing
Convener:
China National Software And Service Company Limited(600536) board of directors
Meeting method:
All proposals of this general meeting of shareholders adopt the combination of on-site voting and online voting, and vote through the trading system of Shanghai Stock Exchange.
On site meeting agenda:
(I) the chairman announces the beginning of the meeting and explains the attendance of the shareholders' meeting;
(II) read out the meeting proposal:
1. Financial statement report of 2021;
2. 2021 profit distribution and capital reserve conversion plan;
3. 2021 annual report of independent directors;
4. Work report of the board of directors in 2021;
5. Work report of the board of supervisors in 2021;
6. Annual report 2021;
7. Proposal on capital increase of yijingjie.
(III) shareholders' speeches and questions;
(IV) directors, supervisors and senior managers answer questions;
(V) voting;
(VI) count the on-site voting results of various proposals;
(VII) upload the on-site voting data to the information network company;
(VIII) download online voting data;
(IX) summarize the on-site and online voting results;
(x) the chairman announces the voting results;
（11） The chairman read out the resolutions of the general meeting of shareholders;
（12） Relevant participants shall sign the meeting minutes and resolution documents;
（13） The lawyer who witnessed the meeting read out the legal opinion on the shareholders' meeting;
（14） The chairman announced that the general meeting of shareholders was closed.
2、 Notice of meeting
In order to safeguard the legitimate rights and interests of all shareholders, ensure the normal order and efficiency of the general meeting of shareholders, and ensure the smooth progress of the general meeting, these instructions are formulated in accordance with the requirements of the rules for the general meeting of shareholders of listed companies (revised in 2016) published by the CSRC [2016] No. 22.
(I) the company has done a good job in convening the general meeting of shareholders in accordance with the provisions of the company law, the securities law, the rules for the general meeting of shareholders of listed companies and the articles of Association;
(II) the board of directors shall earnestly perform the duties specified in the articles of association on the principle of safeguarding the legitimate rights and interests of shareholders and ensuring the normal order and efficiency of the general meeting;
(III) if a shareholder requests to speak at the general meeting of shareholders, it shall be registered with the company on the registration date of attending the meeting. The number of registered speakers is generally limited to 10. If more than 10, the first 10 shareholders with a large number of shares shall be given priority to speak in turn;
(IV) when a shareholder makes a speech, it shall first report its share of shares. Each shareholder shall make a speech no more than 2 times, and each speech shall generally not exceed 3 minutes;
(V) where shareholders raise questions on relevant issues, they shall register with the company on the registration date of attending the meeting.
The directors, supervisors and senior managers of the company shall answer the questions of shareholders in a serious, responsible and targeted manner.
All questions should be answered within 30 minutes.
(VI) in order to improve the efficiency of the proceedings of the general meeting of shareholders, the voting of the general meeting can be carried out after the shareholders have finished their speeches related to the proposals of the general meeting;
(VII) the on-site voting of the general meeting of shareholders adopts the method of open ballot;
(VIII) when attending the general meeting of shareholders, shareholders shall earnestly perform their legal obligations, and shall not infringe upon the rights and interests of other shareholders or disturb the normal order of the general meeting;
(IX) the board of directors of the company hired the practicing lawyer of Beijing Jindu law firm to attend the shareholders' meeting and issue legal opinions.
3、 Financial statement report of 2021
Dear shareholders
See the company's 2021 annual report (published on the website of Shanghai Stock Exchange at www.sse. Com. CN.) for details of the 2021 annual financial statement report Section x relevant contents of "financial report".
The above report has been deliberated and adopted at the 41st meeting of the seventh board of directors of the company, and is hereby submitted to all shareholders for deliberation.
China National Software And Service Company Limited(600536) board of directors may 12, 2022
4、 2021 profit distribution and capital reserve converted into share capital plan shareholders:
According to the audit confirmation of zhongtianyun Certified Public Accountants (special general partnership), the net profit realized by the parent company in 2021 was 2129325435 yuan, and the legal surplus reserve was 212932544 yuan. After deducting 2077163401 yuan of cash dividends distributed in 2020 and 4117506168 yuan of undistributed profits carried forward from previous years, the actual profit available for distribution this time was 3956735658 yuan. As of December 31, 2021, the capital reserve of the parent company is 93410588547 yuan.
The board of Directors proposes that the company's profit distribution and capital reserve conversion plan for 2021 is as follows:
Based on the total share capital registered on the date of equity distribution, a cash dividend of 0.5 yuan (including tax) will be distributed to all shareholders for every 10 shares, and 3 shares will be added to all shareholders with capital reserve for every 10 shares.
As of April 15, 2022, the total share capital of the company is 494562782 shares. Based on this calculation, it is proposed to pay a total cash dividend of 2472813910 yuan, and it is proposed to increase 148368835 shares in total. After the increase, the total share capital of the company is 642931617 shares; On March 15, 2022, the board of directors and the board of supervisors of the company decided to grant 13350000 restricted shares to incentive objects (no more than, and the actual grant amount shall be subject to the announcement of the first grant result of the restricted stock incentive plan in 2021). If these shares are registered before the stock right registration date of this equity distribution, the total share capital of the company will increase to no more than 507912782 shares, Based on this calculation, the total cash dividend to be distributed is no more than 2539563910 yuan, the total proposed increase is no more than 152373835 shares, and the total share capital of the company after the increase is no more than 660286617 shares. The profit to be distributed this time is expected to account for 32.72% - 33.60% of the net profit attributable to shareholders of the listed company in the current year. After profit distribution, the remaining undistributed profits are carried forward to the next year.
All three independent directors of the company, Mr. Cui Jin, Mr. Jing Jiwu and Mr. Chen Shangyi, expressed their independent opinions agreeing with the proposal.
The above proposal has been deliberated and adopted at the 41st meeting of the seventh board of directors of the company, and is hereby submitted to all shareholders for deliberation.
China National Software And Service Company Limited(600536) board of directors may 12, 2022
Securities code: China National Software And Service Company Limited(600536) securities abbreviation: China National Software And Service Company Limited(600536) Announcement No.: 2022026
China National Software And Service Company Limited(600536)
The board of directors and all directors 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 responsibilities for the authenticity, accuracy and completeness of its contents.
Important content tips:
Distribution ratio per share: cash dividend of 0.05 yuan per a share.
Conversion ratio per share: 0.3 shares per share
The profit distribution is based on the total share capital registered on the equity distribution registration date, and the specific date will be specified in the equity distribution implementation announcement.
1、 Contents of profit distribution and conversion of capital reserve into share capital
According to the audit confirmation of zhongtianyun Certified Public Accountants (special general partnership), the net profit realized by the parent company in 2021 was 2129325435 yuan, and the legal surplus reserve was 212932544 yuan. After deducting 2077163401 yuan of cash dividends distributed in 2020 and 4117506168 yuan of undistributed profits carried forward from previous years, the actual profit available for distribution this time was 3956735658 yuan. As of December 31, 2021, the capital reserve of the parent company is 93410588547 yuan.
The board of Directors proposes that the company's profit distribution and capital reserve conversion plan for 2021 is as follows:
Based on the total share capital registered on the date of equity distribution, a cash dividend of 0.5 yuan (including tax) will be distributed to all shareholders for every 10 shares, and 3 shares will be added to all shareholders with capital reserve for every 10 shares. As of April 15, 2022, the total share capital of the company is 494562782 shares. Based on this calculation, it is proposed to pay a total cash dividend of 2472813910 yuan, and it is proposed to increase 148368835 shares in total. After the increase, the total share capital of the company is 642931617 shares; On March 15, 2022, the board of directors and the board of supervisors of the company decided to grant 13350000 restricted shares to incentive objects (no more than, and the actual grant amount shall be subject to the announcement of the first grant result of the restricted stock incentive plan in 2021). If these shares are registered before the stock right registration date of this equity distribution, the total share capital of the company will increase to no more than 507912782 shares, Based on this calculation, the total cash dividend to be distributed is no more than 2539563910 yuan, the total proposed increase is no more than 152373835 shares, and the total share capital of the company after the increase is no more than 660286617 shares. The profit to be distributed this time is expected to account for 32.72% - 33.60% of the net profit attributable to shareholders of the listed company in the current year. After the undistributed profit is transferred to the next year, the remaining profit will be transferred to the next year.
The profit distribution and capital reserve conversion plan must also be submitted to the general meeting of shareholders for deliberation.
2、 Decision making procedures performed by the company
(I) convening, deliberation and voting of the board meeting
The company held the 41st meeting of the 7th board of directors on April 15, 2022. All directors unanimously approved the plan for profit distribution and conversion of capital reserve into share capital in 2021, and agreed to submit the plan to the 2021 annual general meeting of shareholders of the company for deliberation.
The independent directors of the company believe that the company's 2021 profit distribution and capital reserve conversion plan fully considers the company's current operating conditions, capital needs and future development and other factors, and complies with the provisions of relevant laws and regulations, normative documents and the articles of Association; The 2021 profit distribution and capital reserve conversion plan does not harm the interests of shareholders, especially small and medium-sized shareholders.
3、 Relevant risk tips
The profit distribution and the conversion of capital reserve into share capital plan combine the company's development stage, future capital demand and other factors, and will not have a significant impact on the company's earnings per share, cash flow status and production and operation.
The profit distribution and capital reserve conversion to share capital plan can only be implemented after being submitted to the 2021 annual general meeting of the company for deliberation and approval. Please pay attention to the investment risks.
It is hereby announced.
China National Software And Service Company Limited(600536) board of directors April 18, 2022
5、 2021 annual report of independent directors
Dear shareholders
On behalf of the independent directors of the company, I made a report on my work in 2021.
In accordance with the company law, the guiding opinions on the establishment of independent director system in listed companies and the provisions and requirements of relevant laws and regulations, as well as the powers and obligations conferred by the articles of association, working system of independent directors, working system of annual report of independent directors and other relevant company systems, we, as independent directors of China National Software And Service Company Limited(600536) of , perform our duties diligently and conscientiously, Actively participate in the board of directors and its special committees and shareholders
