Koal Software Co.Ltd(603232) 2012 annual general meeting
Meeting materials
May 30, 2022
Notice to shareholders’ 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, in accordance with the provisions of the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the normative opinions on the general meeting of shareholders of listed companies issued by the CSRC, the Koal Software Co.Ltd(603232) articles of Association (hereinafter referred to as the “articles of association”) and the rules of procedure of the general meeting of shareholders, These instructions are hereby formulated and are expected to be followed by all personnel attending the general meeting of shareholders.
1、 Koal Software Co.Ltd(603232) (hereinafter referred to as “the company” or “the company”) has done a good job in convening the general meeting of shareholders in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the normative opinions on the general meeting of shareholders of listed companies and the articles of association.
2、 The company sets up the Secretariat of the general meeting of shareholders, which is specifically responsible for matters related to the procedures of the general meeting.
3、 The general meeting of shareholders was held in the form of video communication, and voting was conducted on site and online. In order to meet the requirements of epidemic prevention and control, it is recommended that shareholders give priority to exercising their voting rights through the online voting system of the general meeting of shareholders of Shanghai Stock Exchange.
4、 Shareholders participating in the on-site meeting of the general meeting of shareholders shall enjoy the right to speak, question, vote and other rights according to law. At the same time, they must earnestly perform their legal obligations and shall not infringe upon the rights and interests of other shareholders or disturb the order of the meeting.
5、 If a shareholder requests to speak at the general meeting, please register with the Secretariat of the general meeting 15 minutes before the meeting, show the valid certificate of shareholding, and fill in the shareholder opinion inquiry form. In principle, the number of registered speakers shall be limited to 10. If more than 10, the top 10 shareholders with more shares shall be arranged first, and the order of speaking shall also be the one with more shares.
6、 During the convening of the general meeting of shareholders, shareholders who temporarily request to speak shall register with the Secretariat of the general meeting, fill in the consultation form for shareholders’ opinions, and speak only with the permission of the chairman of the general meeting.
7、 When speaking at the meeting, shareholders shall first report their share of shares and issue valid certificates. The speaking time of each shareholder is generally no more than five minutes.
8、 The company employs lawyers to attend and witness the shareholders’ meeting and issue legal opinions.
9、 The conference adopts a combination of on-site voting and online voting. The company will provide online voting platform to all shareholders through the trading system of Shanghai Stock Exchange. All shareholders registered on the equity registration date have the right to exercise their voting rights through the trading system of Shanghai stock exchange during online voting time. Shareholders of the company can only choose one of on-site voting and online voting. In case of repeated voting when shareholders of the company exercise their voting rights, the first voting result shall prevail.
10、 Voting at the general meeting of shareholders shall be conducted in the form of voting, and speeches at the meeting shall not be made during voting.
11、 According to the regulations of the regulatory authorities, the company does not issue gifts to shareholders attending the general meeting of shareholders, so as to safeguard the interests of other shareholders.
Annual general meeting of shareholders in 2021
Agenda
Meeting time: 14:00 PM, May 30, 2022
Venue: Video Communication Conference
Online voting time: on Monday, May 30, 2022, the online voting system of Shanghai Stock Exchange is adopted. The voting time through the trading system voting platform is the trading time period on the day of the shareholders’ meeting, i.e. 9:15-9:25, 9:30-11:30 and 13:00-15:00; The voting time through the Internet voting platform is 9:15-15:00 on the day of the general meeting of shareholders. Moderator: Chairman Kong Linggang agenda:
1、 Read out the notice of the meeting
2、 Consider the following proposals
1. Review the work report of the board of directors of the company in 2021;
2. Review the work report of the board of supervisors in 2021;
3. Review the proposal on the 2021 annual report and summary of the company;
4. Review the proposal on the company’s 2021 financial final account report and 2022 financial budget report;
5. Review the proposal on the company’s 2021 profit distribution plan;
6. Review the proposal on paying the remuneration of accounting firms in 2021 and renewing the employment of accounting firms in 2022;
7. Review the proposal on paying the remuneration of internal control audit accounting firm in 2021 and renewing the employment of internal control audit accounting firm in 2022;
8. Review the proposal on Amending the articles of Association;
9. Review the proposal on Amending the rules of procedure of the board of directors;
10. Review the proposal on Amending the independent director system; 11. Review the proposal on Amending the external guarantee management system; 12. Review the proposal on Amending the rules of procedure of the general meeting of shareholders; 13. Review the proposal on Revising the decision-making system of connected transactions; 14. Review the proposal on Amending the raised funds management system. 3、 Conduct on-site voting on General Assembly proposals; 4、 Read out the on-site voting results; 5、 Read out the legal opinion; 6、 Declare the meeting closed.
List of proposals
1. Proposal on the work report of the board of directors of the company in 2021 seven
2. Proposal on the work report of the board of supervisors in 2021 fifteen
3. Proposal on the 2021 annual report and summary of the company nineteen
4. Proposal on the company’s financial final report in 2021 and financial budget report in 2022 twenty
5. Proposal on the 2021 annual profit distribution plan of the company 25 6. Proposal on payment of remuneration of accounting firm in 2021 and renewal of employment of accounting firm in 202226.7. About paying the remuneration of the internal control audit accounting firm in 2021 and renewing the employment of the internal control audit accounting firm in 2022
The proposal of the firm twenty-seven
8. Proposal on Amending the articles of Association twenty-eight
9. Proposal on Amending the rules of procedure of the board of Directors thirty-six
10. Proposal on Amending the independent director system thirty-seven
11. Proposal on Amending the external guarantee management system thirty-eight
12. Proposal on Amending the rules of procedure of the general meeting of shareholders thirty-nine
13. Proposal on Amending the decision-making system for connected transactions forty
14. Proposal on Amending the management system of raised funds forty-one
15. Report on the work of independent directors in 2021 forty-two
Motion 1
Annual general meeting of shareholders in 2021
Proposal on the work report of the board of directors of the company in 2021, shareholders:
This report mainly reports the operation of the company in 2021 and the key points of the work plan in 2022. The details are as follows:
Part I: review of the company’s main operations during the reporting period of 2021
In 2021, under the leadership of the board of directors, under the guidance of the competent business department, with the strong support of customers and the joint efforts of all employees, the company continued to adhere to the business policy of “standardization, health, sustainability and stability”, adhered to the concept of industry service, and focused on the development and development of its main business.
Under the premise of relatively controllable risks, the company continues to promote reform and innovation, adheres to the R & D concept of “leading technology and making refined products”, and actively carries out work in sales, R & D, service and Party building around information security business through continuous innovation and improvement, so as to help the company move forward steadily.
In 2021, the company realized an operating revenue of 611 million yuan, an increase of 37.38% over 445 million yuan in the previous year; The total profit was 910117 million yuan, an increase of 42.23% over 639894 million yuan in the previous year; The net profit attributable to the shareholders of the listed company was 797083 million yuan, an increase of 39.65% over 57.078 million yuan in the previous year; The net profit attributable to shareholders of listed companies after deducting non recurring profits and losses was 332585 million yuan, a decrease of 27.73% over 460186 million yuan in the previous year. During the reporting period, the company mainly did the following work: I. sales and market development:
In 2021, on the basis of ensuring the market advantages in the field of commercial passwords, the company further increased the market promotion of password products, identity authentication products and security products in cloud computing, Internet of things, mobile Internet, industrial Internet and other scenarios, and gradually strengthened the market expansion of intelligent IOT and the construction of video security system based on PKI. While the main businesses are advancing steadily, we should actively explore emerging businesses. Further expand the field of zero trust and promote the implementation of zero trust pilot projects. In view of the application of passwords in emerging scenes and fields such as digital currency, Internet of vehicles, video security and industrial control, the company promotes the continuous expansion of the boundary of password application field based on Pan password service.
During the reporting period, by integrating the existing information security products and other related products, integration and services, the company provided a series of password application solutions for users in government affairs, national defense, finance, central enterprises and other industries and fields, effectively solved the information security problems encountered in the implementation of user informatization, such as identity authentication, authorization management, responsibility identification, data security and so on, and improved the level of user security protection, It ensures the smooth development of user information construction.
In 2021, the company’s marketing layout will be expanded from the following aspects:
1) Build a large coordination organization structure: strengthen the construction of Beijing headquarters and accelerate the top-level layout; Actively give play to the market traction role of Beijing headquarters, create a large-scale coordination model, continue to adhere to the market strategy of “headquarters becoming stronger and regions becoming larger; top-level benchmarking and regions replicating”, strengthen the leadership responsibility system and on-site supervision system, improve the business sharing assessment system between the division and regional sales, realize the integration and mutual cooperation between the division and regional sales, and continue to build a strong market development system, Provide strong support for the long-term sustainable development of the company.
2) In terms of market development: the company implements different control modes for different industries, implements headquarters vertical management for the four major industries of high security government affairs, national defense, political law and finance, and implements headquarters coordinated and promoted sub vertical management for 10 industries such as people’s livelihood, energy, education, transportation, Internet, operators, media and emergency response. The identity authentication and data security application platform has realized global deployment and application in six military industrial groups, and formed seven industry solutions. The password service platform has completed the planning layout and platform construction in two major industries and four regions. The Shanghai government information creation cloud integrated password service platform has been in full and stable operation for nearly half a year, providing integrated password service capabilities for more than 600 application systems directly under municipal commissions and offices and some districts. All business applications of municipal commissions and offices connected to government information creation cloud have passed the password application evaluation to achieve the correctness and accuracy of password application Effectiveness, compliance and other requirements. The intelligent IOT has overcome the technical difficulties of the core system, completed the top-level planning of the industry, and fully rolled out security, Internet of vehicles and industrial Internet. With the rapid development of Xinchuang integration business, Shanghai localized Xinchuang integration business has continued to make efforts, and the efficiency of technical support has been improved, which has consolidated the development foundation of Xinchuang integration + password.
3) Continue to cultivate advantageous areas: national defense, politics, law and government affairs industries have created great coordination, vertically and horizontally coordinate the layout and planning of identity medium platform + password platform, vertically realize top-level planning and construction, and horizontally connect provincial regional platforms, which has effectively stabilized the company’s advantageous position in the industry.
4) Emerging markets: it has successfully expanded the planning and construction of top-level identity authentication platform / password service platform of 5 ministries and commissions and 4 central enterprises, built benchmarking projects in national ministries and commissions and central enterprise headquarters, cooperated with customers to establish relevant industry technical standards, and laid a good foundation for the company to further expand its business scope.
In addition, through careful analysis and careful summary of a large number of successful implementation and delivery project cases, combined with industry characteristics and referring to the standards and specifications of management system, the company has formed a set of scientific methodology and organization management mode for the implementation and delivery of safety assurance projects. The company has deployed implementation and delivery teams in many provinces across the country to guide and standardize the implementation and delivery of the company’s projects through systematic management and operation; Continuously strengthen the comprehensive project delivery capacity through the coordination of headquarters and regional project organizations; Through the monitoring and management of project status, timely identify and respond to project operation risks in advance, and continuously optimize the project organization and management process through summary analysis and quality evaluation in the later stage of project delivery; Continuously optimize the comprehensive ability of the team through the construction of training system, and ensure the high-quality and efficient achievement of project implementation and delivery on the premise of meeting the needs of users. 2、 Product and technology research:
The company continues to maintain the investment in technology R & D to continuously improve the company’s scientific and technological innovation ability. During the reporting period, about 1062458 million yuan of R & D expenses were successively invested, an increase of 38.17% over 2020. The research and development progress of main products and technologies are as follows:
1) The government Xinchuang cloud password service platform carrying large-scale business was constructed and successfully operated, providing integrated cloud password guarantee services to government cloud tenants, and providing agile password operation support services for the cloud platform.
2) It has released a number of new products such as data encryption gateway, API security gateway and cloud privileged account management system, and won the list of ISC network security innovation technologies in five hot areas: data security, Internet of things security, identity security, zero trust and terminal security.
3) It has provided multi tenant capability for v2x infrastructure, and has been piloted in the project, completed the adaptation of multiple vehicle end environments, and successfully entered the production of mass-produced models.
4) Participate in the preparation and formulation of 1788 series standards of the Ministry of public security, and further improve the video security product system
