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Stock code: 688188 Stock abbreviation: Berchu Electronic Bulletin No.: 2023-006.
Shanghai Bochu Electronic Technology Co., Ltd.
Announcement on Resolutions of the 18th 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 legal responsibility for the authenticity, accuracy and completeness of its contents in accordance with the law.
Meetings of the Board of Supervisors of the 1.
Shanghai Bochu Electronic Technology Co., Ltd. (hereinafter referred to as the "Company") 18th Session of the Second Board of Supervisors
The second meeting (hereinafter referred to as "this meeting") was held on April 10, 2023 by means of on-site combined communication,
Notice of the meeting was sent by email on March 30, 2023. The meeting was chaired by Wan Zhang, Chairman of the Supervisory Board.
Hold, should attend the supervisor 3 people, actually attend the supervisor 3 people. The convening of this meeting, the method of convening, and the procedures for deliberation of the proposal are in compliance with the "the People's Republic of China Company Law" (hereinafter referred to as the "Company Law") and other laws and regulations and the "Articles of Association of Shanghai Baichu Electronic Technology Co., Ltd." (hereinafter referred to as the "Articles of Association" ") The relevant provisions of the voting are legal and effective.
Deliberated by the 2. Supervisory Board Meeting
The (I) deliberated and passed the motion on the company's 2022 annual report and its summary
The Supervisory Board issued the following audit opinion on the Company's 2022 Annual Report and summary:
(1) The procedures for the preparation and consideration of the Company's 2022 Annual Report and its summary are in compliance with relevant laws and regulations and internal rules and regulations such as the Articles of Association of the Company;
(2) The content and format of the Company's 2022 Annual Report and its summary comply with the relevant regulations and fairly reflect the Company's financial position and results of operations for 2022;
(3) During the preparation of the Company's 2022 Annual Report and its summary, no breach of confidentiality was found among the Company's personnel involved in the preparation and consideration of the annual report;
(4) All members of the Supervisory Board guarantee that the information disclosed in the Company's 2022 Annual Report and its summary is true, accurate and complete, and that there are no false records, misleading statements or material omissions, and assume legal responsibility for the truthfulness, accuracy and completeness of its contents in accordance with the law.
After deliberation, the Supervisory Board of the Company agreed to the Company's "2022 Annual Report" and the Company's "2022 Annual Report Summary" prepared in accordance with the requirements of relevant laws, regulations and regulatory documents.
For details, please refer to the "Shanghai Berchu Electronic Technology Co., Ltd. 2022 Annual Report" and "Shanghai Berchu Electronic Technology Co., Ltd. 2022 Annual Report Summary" disclosed on the website of the Shanghai Stock Exchange (www.sse.com.cn) on the same day.
The result of the vote: 3 votes in favor, 0 votes against, 0 abstentions.
this motion is still to be submitted to the company's shareholders' meeting for consideration.
The (II) deliberated and passed the motion on the company's 2022 annual financial report.
After deliberation, the board of supervisors of the company agreed to the 2022 financial final report of Shanghai Baichu Electronic Technology Co., Ltd. prepared by the company in accordance with the requirements of relevant laws, regulations and normative documents.
The result of the vote: 3 votes in favor, 0 votes against, 0 abstentions.
this motion is still to be submitted to the company's shareholders' meeting for consideration.
The (III) deliberated and passed the motion on the profit distribution plan for 2022
The company's profit distribution plan for 2022 is: the company intends to pay cash dividends to all shareholders for every 10 shares.
11.3 yuan (including tax). The company does not give bonus shares and does not carry out capital reserve transfers. If as of December 2022
On the 31st, the total share capital of the company was 145,974,775.00 shares, and the total cash dividend was 164,951,495.75 yuan (including tax), accounting for 34.40 of the net profit attributable to the shareholders of the parent company in the 2022 consolidated statement.
After deliberation, the Board of Supervisors believes that the company's 2022 annual profit distribution plan is in line with the "the People's Republic of China Company Law", "Listed Company Supervision Guidelines No. 3-Listed Company Cash Dividends" and the "Articles of Association".
Relevant regulations are compatible with the company's scale, development stage and operating capabilities. On the basis of considering the company's development plan, profitability and capital needs, it fully respects the interests of the company's shareholders, especially the small and medium shareholders, and reflects the consistency of the company's distribution policy. The implementation of this plan is in the interests of the company and all shareholders, and there is no harm to the interests of small and medium shareholders. To sum up, the board of supervisors of the company unanimously agreed to the motion on the company's profit distribution plan for 2022.
For details, please refer to the "Announcement on the 2022 Annual Profit Distribution Plan of Shanghai Baichu Electronic Technology Co., Ltd." (Announcement No. 2023-007) disclosed on the website of the Shanghai Stock Exchange (www.sse.com.cn) on the same day.
The result of the vote: 3 votes in favor, 0 votes against, 0 abstentions.
this motion is still to be submitted to the company's shareholders' meeting for consideration.
The (IV) deliberated and passed the motion on the work report of the board of supervisors in 2022
After deliberation, the board of supervisors of the company agreed to the 2022 work report of the board of supervisors of Shanghai Baichu Electronic Technology Co., Ltd. prepared by the board of supervisors in accordance with the requirements of relevant laws, regulations and normative documents.
The result of the vote: 3 votes in favor, 0 votes against, 0 abstentions.
this motion is still to be submitted to the company's shareholders' meeting for consideration.
The (V) deliberated and passed the motion on the remuneration scheme of supervisors
After deliberation, the Supervisory Board of the Company agreed:
1. Supervisors who concurrently hold other positions (daily positions in the Company) in the Company or its subsidiaries will receive remuneration in accordance with the remuneration system of their respective positions during their current term of office, and the Company will no longer pay additional remuneration for their duties as supervisors. The basic salary range of the supervisors of the company is 250000 yuan to 500000 yuan according to their positions. The performance salary is determined according to the actual completion of the company's annual business objectives and individual annual performance appraisal objectives.
2. If there are supervisors who do not hold other positions in the company and its subsidiaries, the company will no longer pay the remuneration for their supervisors in addition to the expenses required for the performance of their duties.
The result of the vote: 3 votes in favor, 0 votes against, 0 abstentions.
this motion is still to be submitted to the company's shareholders' meeting for consideration.
The (VI) reviewed and approved the "Special Report on the Deposit and Use of Funds Raised in 2022"
the bill."
The Supervisory Board of the Company expresses the following opinions on the Company's Special Report on the Deposit and Use of Funds Raised in 2022:
The company's "Special Report on the Deposit and Use of Funds Raised in 2022" complies with the "Guidelines for the Supervision of Listed Companies No. 2-Regulatory Requirements for the Management and Use of Funds Raised by Listed Companies" and "Shanghai Stock Exchange Science and Technology Innovation Board Self-Regulatory Guidelines No. 1-Standardized Operation" and other laws, regulations and regulatory documents and "Shanghai Baichu Electronic Technology Co., Ltd. Fund Raising Management System" requirements.
During the reporting period, the company carried out special account storage and special use of the raised funds, fulfilled the obligation of information disclosure in a timely manner, and there was no disguised change in the use of the raised funds and harm to the interests of shareholders, and there was no illegal use of the raised funds.
For details, please refer to the "Special Report on the Deposit and Use of Funds Raised by Shanghai Bochu Electronic Technology Co., Ltd. in 2022" (Announcement No. 2023-008) disclosed on the website of the Shanghai Stock Exchange (www.sse.com.cn) on the same day.
The result of the vote: 3 votes in favor, 0 votes against, 0 abstentions.
this motion is still to be submitted to the company's shareholders' meeting for consideration.
The (VII) deliberated and passed the motion on the company's 2022 internal control evaluation report.
In accordance with the requirements of relevant laws and regulations such as the the People's Republic of China Securities Law and the Measures for the Administration of Securities Issuance of Listed Companies on the Science and Technology Innovation Board (for Trial Implementation), the company has prepared the 2022 Internal Control Evaluation Report of Shanghai Baichu Electronic Technology Co., Ltd.
For details, please refer to the 2022 Internal Control Evaluation Report of Shanghai Baichu Electronic Technology Co., Ltd., which was disclosed on the website of Shanghai Stock Exchange (www.sse.com.cn) on the same day.
The result of the vote: 3 votes in favor, 0 votes against, 0 abstentions.
this motion is still to be submitted to the company's shareholders' meeting for consideration.
It is hereby announced.
Shanghai Bochu Electronic Technology Co., Ltd. Board of Supervisors
April 11, 2023
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