Securities code: 001266 securities abbreviation: Hongying intelligent Announcement No.: 2022011
Shanghai Hongying Intelligent Technology Co., Ltd
Announcement of resolutions of the 13th interim meeting of the first 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. The notice of the meeting of the board of directors was sent by e-mail on May 19, 2022
The directors attending the meeting unanimously agreed to waive the notice time limit of the meeting of the board of directors and agreed to hold the 13th interim meeting of the first board of directors on May 21, 2022. 2. The meeting of the board of directors will be held by means of communication on May 21, 2022.
3. There are 8 directors who should attend the board meeting and 8 directors who actually attend the meeting
People.
4. The board meeting is convened and presided over by Mr. Zhang Huahong, chairman of the board.
5. The convening and convening of this board meeting comply with the company law and the company law
According to the relevant provisions of the articles of association, the resolutions of the meeting are legal and valid.
2、 Deliberations of the board meeting
The following proposals were considered and adopted at this meeting:
(I) deliberated and passed the proposal on the work report of the board of directors in 2021
In 2021, the board of directors of the company conscientiously performed its duties, and the work report of the board of directors was true
Accurately and completely summarized the key work of the company in 2021.
The specific contents of this motion are published on cninfo.com on the same day
（www.cn.info.com.cn.） Work report of the board of directors in 2021.
Voting: 8 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation. (II) the proposal on the company’s 2021 annual financial statement was passed. After deliberation, the board of directors believed that the company’s 2021 annual financial statement objectively, truly and accurately reflected the company’s financial situation and operating results in 2021.
The specific contents of this proposal are published on cninfo.com.cn on the same day Financial final accounts report of 2021.
Voting: 8 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation. (III) deliberated and passed the proposal on changing the company’s registered capital, company type, business scope, amending the articles of association and handling industrial and commercial registration
The board of directors requests the general meeting of shareholders to authorize the company’s industrial and commercial handling personnel to handle matters related to the change of registered capital, company type, business scope, industrial and commercial change registration of amending the articles of association and the filing of the articles of association. The specific changes shall be subject to the approval of the market supervision and administration department.
The specific contents of this proposal are published on cninfo.com.cn on the same day Announcement on reviewing and changing the company’s registered capital, company type, business scope, amending the articles of association and handling industrial and commercial registration. Voting: 8 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation. (IV) deliberated and passed the proposal on the company’s profit distribution plan for 2021
The board of Directors believes that the company’s profit distribution plan for 2021 complies with the relevant provisions on profit distribution in the company law and the articles of association and matches the future development and growth of the company. The board of directors agrees to submit the proposal to the general meeting of shareholders for deliberation.
The independent directors expressed their independent opinions.
The specific contents of this proposal are published on cninfo.com.cn on the same day Announcement on profit distribution plan in 2021. Voting: 8 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation. (V) deliberated and passed the proposal on changing the registered capital of the company, amending the articles of association and handling industrial and commercial registration
The general meeting of shareholders of the company approved and approved the proposal on the company’s profit distribution plan for 2021, which involves the change of registered capital. The board of directors further requested the general meeting of shareholders to authorize the board of directors to specifically implement the profit distribution and the conversion of capital reserve into share capital plan, timely revise the articles of association and relevant provisions of registered capital, and go through relevant industrial and commercial registration change procedures.
Voting: 8 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation. (VI) the proposal on the company’s self-evaluation report on internal control in 2021 was deliberated and adopted
After deliberation, the board of Directors believes that the corporate governance structure is reasonable and sound, and the internal control self-evaluation report objectively and truly reflects the construction and operation of the company’s internal control system.
The independent directors gave the independent opinions agreed, and the recommendation institution issued the verification opinions. The specific contents of this proposal are published on cninfo.com.cn on the same day Self evaluation report on internal control in 2021. Voting: 8 in favor, 0 against and 0 abstention.
(VII) deliberated and passed the proposal on the remuneration of directors, supervisors and senior managers of the company in 2022
After deliberation, the board of Directors believes that the remuneration scheme of directors, supervisors and senior managers complies with the provisions of relevant laws, regulations and the articles of association, meets the current operation status and long-term development requirements of the company, and does not harm the interests of shareholders of the company, especially small and medium-sized shareholders.
Voting: since all supervisors are related to the proposal and cannot form a resolution, the proposal will be directly submitted to the general meeting of shareholders for deliberation.
The specific contents of this proposal are published on cninfo.com.cn on the same day Announcement on the remuneration of directors, supervisors and senior managers of the company in 2022.
The independent directors expressed their independent opinions. This proposal still needs to be submitted to the general meeting of shareholders for deliberation. (VIII) deliberated and passed the proposal on the company and its subsidiaries to apply for comprehensive credit line from the bank
The company and its subsidiaries intend to apply for credit line from the bank in order to meet the capital needs of the company’s daily operation and facilitate the rapid development of the company. The board of directors of the company agrees that the company and its subsidiaries apply to the bank for comprehensive credit.
The independent directors expressed their independent opinions.
The specific contents of this proposal are published on cninfo.com.cn on the same day Announcement on the company and its subsidiaries to apply for comprehensive credit line from the bank.
Voting: 8 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation. (IX) review and approve the 2021 general manager’s work report
The directors attending the meeting listened to the general manager’s work report for 2021 and believed that the general manager’s work report objectively and truly reflected the overall operation of the company in 2021. The management effectively implemented the resolutions of the general meeting of shareholders and the board of directors, and the overall operation of the company was in good condition.
The specific contents of this proposal are published on cninfo.com.cn on the same day General manager’s work report in 2021.
Voting: 8 in favor, 0 against and 0 abstention.
(x) the proposal on convening the 2021 annual general meeting of shareholders was deliberated and adopted. The board of directors proposed to convene the 2021 annual general meeting of shareholders on June 15, 2022.
The specific contents of this proposal are published on cninfo.com.cn on the same day Notice on convening the 2021 annual general meeting of shareholders.
Voting: 8 in favor, 0 against and 0 abstention.
3、 Documents for future reference
1. The resolution of the 13th extraordinary meeting of the first board of directors signed and sealed by the participating directors;
2. Independent opinions of independent directors on matters related to the 13th interim meeting of the first board of directors;
3. Verification opinions issued by the recommendation institution Citic Securities Company Limited(600030) .
Board of directors of Shanghai Hongying Intelligent Technology Co., Ltd. May 23, 2022
