Securities code: 300803 securities abbreviation: Beijing Compass Technology Development Co.Ltd(300803) Announcement No.: 2022-001
Beijing Compass Technology Development Co.Ltd(300803)
Announcement of resolutions of the 22nd Meeting of the 12th 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. Beijing Compass Technology Development Co.Ltd(300803) (hereinafter referred to as "the company") sent the notice of the 22nd Meeting of the 12th board of directors by email on January 14, 2022.
2. The board meeting was held in the company's conference room on January 24, 2022 in the form of on-site video. 3. The board of directors is presided over by the chairman, Mr. dunheng. There are 7 directors who should attend the meeting and 7 directors who actually attend the meeting.
4. The convening and holding of this board meeting shall comply with the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
2、 Deliberations of the board meeting
The meeting voted by open ballot and considered and adopted the following matters:
1. Review and adopt the work report of the board of directors in 2021;
For details, please refer to the company's website on the same day（ http://www.cn.info.com.cn. ）Disclosed the work report of the board of directors in 2021. The independent directors of the company submitted the report on the work of independent directors in 2021, which will be reported at the 2021 annual general meeting of shareholders.
Voting result: 7 affirmative votes; No negative vote; 0 abstention
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
2. Review and approve the 2021 annual general manager's work report;
Voting result: 7 affirmative votes; No negative vote; 0 abstention
3. Review and adopt the financial final accounts report of 2021;
For details, please refer to the company's website on the same day（ http://www.cn.info.com.cn. ）Disclosed financial final accounts report of 2021.
Voting result: 7 affirmative votes; No negative vote; 0 abstention
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
4. To consider and adopt the annual report and summary for 2021;
For details, please refer to the company's website on the same day（ http://www.cn.info.com.cn. ）Disclosed annual report of 2021 and summary of annual report of 2021 (Announcement No.: 2022-003). Voting result: 7 affirmative votes; No negative vote; 0 abstention
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
5. Review and approve the profit distribution plan for 2021;
The company's profit distribution plan for 2021 is: the company does not distribute profits, nor does it convert capital reserve into share capital. For details, please refer to the company's website on the same day（ http://www.cn.info.com.cn. ）The disclosed profit distribution plan for 2021 (Announcement No.: 2022-004).
The independent directors expressed their consent to the matter. See the company's website on the same day for details（ http://www.cn.info.com.cn. ）Independent opinions of independent directors on relevant matters disclosed.
Voting result: 7 affirmative votes; No negative vote; 0 abstention
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
6. Deliberated and passed the proposal on the appointment of accounting firms;
The company plans to continue to appoint Zhitong Certified Public Accountants (special general partnership) as the audit institution of the company in 2022. For details, please refer to the company's website on the same day（ http://www.cn.info.com.cn. ）Announcement on the proposed renewal of accounting firm (Announcement No.: 2022-005).
Voting result: 7 affirmative votes; No negative vote; 0 abstention
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
7. Deliberated and adopted the proposal on the 2021 annual audit report;
The company's 2021 annual audit institution, Zhitong Certified Public Accountants (special general partnership), issued the Beijing Compass Technology Development Co.Ltd(300803) 2021 annual audit report (Zhitong Shen Zi (2022) No. 110a000087). For details, please refer to the company's website on the same day（ http://www.cn.info.com.cn. ）Disclosed 2021 annual audit report.
Voting result: 7 affirmative votes; No negative vote; 0 abstention
8. Deliberated and passed the proposal on special instructions on the occupation of non operating funds and other related capital transactions of the company;
Grant Thornton Certified Public Accountants (special general partnership) issued the special instructions on the occupation of Beijing Compass Technology Development Co.Ltd(300803) non operating funds and other related capital transactions (Grant Thornton special Zi (2022) No. 110a000398). In 2021, the company did not have the non operating occupation of the company's funds by the controlling shareholders and their related parties.
For details, please refer to the company's website on the same day（ http://www.cn.info.com.cn. ）Special instructions on the occupation of Beijing Compass Technology Development Co.Ltd(300803) non operating funds and other related capital transactions disclosed.
The independent directors expressed their consent to the matter. See the company's website on the same day for details（ http://www.cn.info.com.cn. ）Independent opinions of independent directors on relevant matters disclosed.
Voting result: 7 affirmative votes; No negative vote; 0 abstention
9. Deliberated and adopted the proposal on the self-evaluation report on internal control in 2021;
For details, please refer to the company's website on the same day（ http://www.cn.info.com.cn. ）Self evaluation report on internal control in 2021 disclosed.
The independent directors gave their consent to the report. See the company's website on the same day for details（ http://www.cn.info.com.cn. ）Independent opinions of independent directors on relevant matters disclosed.
The recommendation institution Guotai Junan Securities Co.Ltd(601211) issued the verification report of Guotai Junan Securities Co.Ltd(601211) on Beijing Compass Technology Development Co.Ltd(300803) 2021 annual internal control self-evaluation report.
Grant Thornton Certified Public Accountants (special general partnership) issued the Beijing Compass Technology Development Co.Ltd(300803) internal control assurance report (Grant Thornton zhuanzi (2022) No. 110a000399).
Voting result: 7 affirmative votes; No negative vote; 0 abstention
10. Deliberated and passed the proposal on the special report on the deposit and use of raised funds in 2021; For details, please refer to the company's website on the same day（ http://www.cn.info.com.cn. ）In the special report on the deposit and use of raised funds in 2021 (Announcement No.: 2022-006), the independent directors and the recommendation institution respectively expressed their consent to the report. See the company's website on cninfo on the same day for details（ http://www.cn.info.com.cn. ）Disclosed independent opinions of independent directors on relevant matters and verification opinions of Guotai Junan Securities Co.Ltd(601211) on the deposit and use of raised funds in Beijing Compass Technology Development Co.Ltd(300803) 2021.
Grant Thornton Certified Public Accountants (special general partnership) issued the assurance report on the deposit and use of raised funds in Beijing Compass Technology Development Co.Ltd(300803) 2021 (Grant Thornton zhuanzi (2022) No. 110a000400).
Voting result: 7 affirmative votes; No negative vote; 0 abstention
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
11. Deliberated and passed the proposal on Amending the articles of Association;
In accordance with the provisions of the company law, the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation) and other laws, administrative regulations and normative documents, the corresponding provisions of the articles of association were revised. For details, please refer to the company's website on the same day（ http://www.cn.info.com.cn. ）Announcement on Amending the articles of Association (Announcement No.: 2022-007).
Voting result: 7 affirmative votes; No negative vote; 0 abstention
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
12. The proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to microfinance was deliberated and adopted
In accordance with the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation) and the rules for the examination and approval of securities issuance and listing of companies listed on the gem of Shenzhen Stock Exchange, the board of directors of the company requests the general meeting of shareholders to authorize the board of directors to decide to issue shares with a total financing amount of no more than 300 million yuan and no more than 20% of the net assets at the end of the most recent year, The authorization period is from the date of adoption of the 2021 annual general meeting to the date of convening the 2022 annual general meeting. This authorization includes the following contents:
1. Type and quantity of securities issued
Issue RMB common shares (A shares) with a total financing amount of no more than 300 million yuan and no more than 20% of the net assets at the end of the most recent year to specific objects.
2. Issuing method, issuing object and placement arrangement of original shareholders
The issuance of shares adopts the method of non-public issuance to specific objects through simple procedures, and the issuance objects are legal persons, natural persons or other legal investment organizations with no more than 35 specific objects in line with the provisions of the regulatory authorities. The final issuing object will be determined by the board of directors of the company through consultation with the sponsor (lead underwriter) according to the subscription quotation and the authorization of the general meeting of shareholders.
3. Pricing method or price range
The issue price shall not be lower than 80% of the average price of the company's shares 20 trading days before the pricing benchmark date. 4. Purpose of raised funds
The purpose of the funds raised by issuing shares to specific objects shall comply with the following provisions:
(1) Comply with national industrial policies and relevant laws and administrative regulations on environmental protection and land management;
(2) After the implementation of the fund-raising project, it will not add horizontal competition, obviously unfair related party transactions with the controlling shareholders, actual controllers and other enterprises under their control, or seriously affect the independence of the company's production and operation.
5. Validity of the resolution
From the date of adoption of the company's 2021 annual general meeting to the date of holding the 2022 annual general meeting. 6. Authorization of the board of directors to handle specific matters of this issuance
Authorize the board of directors to comply with this proposal, the company law of the people's Republic of China, the securities law of the people's Republic of China, the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation), and the review rules for securities issuance and listing of companies listed on the gem of Shenzhen Stock Exchange Within the scope of the detailed rules for the implementation of securities issuance and underwriting business of companies listed on the gem of Shenzhen Stock Exchange and other relevant laws, regulations, normative documents and the articles of association, the company has full authority to handle all matters related to this microfinance, including but not limited to:
(1) Handle this small amount quick declaration, including making, modifying, signing and reporting relevant declaration documents and other legal documents;
(2) Within the scope permitted by laws, administrative regulations, relevant provisions of the CSRC and the articles of association, formulate, adjust and implement this small amount quick plan in accordance with the requirements of the competent department and in combination with the actual situation of the company, including but not limited to determining the amount of raised funds, issuance price, issuance quantity, issuance object and all other matters related to the issuance plan, Decide on the quick timing of this small amount;
(3) According to the requirements of relevant government departments and regulatory agencies, prepare, modify and submit the small amount express plan and the application materials for the small amount express listing, go through relevant procedures, implement the share restriction and other procedures related to the issuance and listing, and deal with the information disclosure related to the small amount Express in accordance with the regulatory requirements;
(4) Sign, modify, supplement, complete, submit and execute all agreements, contracts and documents related to this small amount Express (including but not limited to sponsor and underwriting agreements, agreements related to raised funds, subscription agreements signed with investors, announcements and other disclosure documents);
(5) According to the requirements of relevant competent authorities and the actual situation of the securities market, adjust the specific arrangements of the investment projects with raised funds within the scope of the resolutions of the general meeting of shareholders;
(6) Employ intermediary institutions such as sponsors (lead underwriters) and deal with other matters related thereto;
(7) After the completion of this small amount express, modify the corresponding provisions of the articles of association according to the results of this small amount express, and handle the industrial and commercial change registration and registration of new shares with the administrative authority for Industry and Commerce and other relevant departments
(8) Under the circumstances that relevant laws, regulations and regulatory authorities have the latest regulations and requirements on the refinancing to fill the immediate return, according to the requirements of relevant laws, regulations and regulatory authorities at that time, further analyze, study and demonstrate the impact of this small amount fast on the company's immediate financial indicators and the immediate return of shareholders, and formulate and modify relevant filling measures and policies, And fully handle other matters related to this;
(9) In case of force majeure or other circumstances that make it difficult to implement this small amount fast, or although it can be implemented, it will bring adverse consequences to the company, or there is a change in the small amount fast policy, it may decide to postpone the implementation of this small amount fast scheme at its discretion, or continue to handle this small amount fast matter in accordance with the new small amount fast policy;
(10) Handle other matters related to this small amount express.
7. Other matters
Shares issued to specific objects shall not be transferred within six months from the date of issuance. If laws and regulations have other provisions on the sales restriction period, such provisions shall prevail. After the expiration of the sales restriction period, it shall be implemented in accordance with the relevant provisions of the CSRC and Shenzhen Stock Exchange.
Voting result: 7 affirmative votes; No negative vote; 0 abstention
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
13. Deliberated and adopted the proposal on using some idle self owned funds for cash management;
The company plans to use idle self owned funds of no more than 1 million yuan for cash management,
