Yidiantianxia (301171): Resolution of the Supervisory Board – CFi.CN China Finance Network

Original title: Yidiantianxia: Announcement of the resolution of the Board of Supervisors

Securities Code: 301171 Securities Abbreviation: Yidiantianxia Announcement Number: 2024-024 Yidiantianxia Network Technology Co., Ltd.
Announcement of Resolutions of the Fifteenth Meeting of the Fourth Supervisory Board
The Company and all members of the Supervisory Board guarantee that the information disclosed is true, accurate and complete and contains no false records, misleading statements or major omissions.1. Convening of Supervisory Board Meetings
The notice of the 15th meeting of the fourth supervisory board of Yidiantianxia Network Technology Co., Ltd. (hereinafter referred to as the “Company”) was issued in writing and by email on April 14, 2024, and on April 24, 2024 Convened on-site in the company conference room. There were 3 supervisors who should be present at this meeting, and 3 supervisors were actually present. This meeting was chaired by Ms. Li Wenzhu, the chairman of the Board of Supervisors, and the company’s senior managers attended the meeting. The meeting was held in compliance with laws, administrative regulations, departmental rules, normative documents and the Articles of Association.

2. Review status of the Supervisory Board meeting
1. Review and approve the “2023 Work Report of the Board of Supervisors”
The chairman of the company’s supervisory board made a 2023 work report to the supervisory board.

For details, please refer to the “2023 Supervisory Board Work Report” disclosed by the company on the cninfo website (www.cninfo.com.cn) on the same day.

Voting results: 3 votes in favor, 0 votes against, and 0 abstentions.

This proposal still needs to be submitted to the company’s 2023 annual shareholders’ meeting for review.

2. Consider and approve the “Proposal on the Company’s 2023 Annual Report and its Summary”
After verification, the Board of Supervisors believes that: the preparation and review procedures of the “2023 Annual Report” and “2023 Annual Report Summary” comply with laws, administrative regulations and the provisions of the China Securities Regulatory Commission, and the report content truly, accurately and completely reflects the company’s actual situation. There are no false records, misleading statements or major omissions.

For details, please refer to the “2023 Annual Report” and “2023 Annual Report Summary” disclosed by the company on the cninfo.com (www.cninfo.com.cn) on the same day.

Voting results: 3 votes in favor, 0 votes against, and 0 abstentions.

This proposal still needs to be submitted to the company’s 2023 annual shareholders’ meeting for review.

3. Consider and approve the “2023 Financial Final Accounts Report”
For details, please refer to the “2023 Financial Final Accounts Report” disclosed by the company on the cninfo.com (www.cninfo.com.cn) on the same day.

Voting results: 3 votes in favor, 0 votes against, and 0 abstentions.

This proposal still needs to be submitted to the company’s 2023 annual shareholders’ meeting for review.

4. Consider and approve the “Proposal on the Profit Distribution Plan for 2023”
After auditing by KPMG Huazhen Accounting Firm (Special General Partnership), the company’s 2023 consolidated statements achieved a net profit attributable to shareholders of the listed company of 217,041,006.75 yuan, and the parent company achieved a net profit of 63,227,233.06 yuan. As of December 31, 2023, the company’s consolidated statements The distributable profit is RMB 1,141,224,663.46, and the parent company’s distributable profit is RMB 71,023,490.00. According to the “Shenzhen Stock Exchange Self-Regulatory Guidelines for Listed Companies No. 2 – Standardized Operation of GEM Listed Companies”, the company should use the lower of the distributable profits in the consolidated statements and the parent company’s statements as the basis for allocating profits. The profit available for distribution to shareholders in 2023 is 71,023,490.00 yuan.

Based on the company’s operating conditions and profitability in 2023, and comprehensive consideration of factors such as reasonable returns to shareholders and the company’s long-term development, and on the premise of ensuring the company’s normal operation and development, the company has formulated a profit distribution plan for 2023 as follows:
Based on the current total share capital of 471,885,905 shares, the company plans to distribute a cash dividend of RMB 1.1 (tax included) to all shareholders for every 10 shares, for a total cash dividend of RMB 51,907,449.55 (tax included). No bonus shares will be given, and no reserve funds will be used to increase share capital.

After the board of directors reviews the profit distribution plan and before its implementation, if the company’s total share capital changes, it will be adjusted in accordance with the principle that the distribution ratio remains unchanged.

The Board of Supervisors believes that: the company’s 2023 profit distribution plan is in line with the company’s actual situation and relevant laws and regulations, is conducive to the company’s normal operations and healthy development, and does not harm the interests of the company’s shareholders, especially small and medium-sized shareholders. The supervisory board agrees with the company’s 2023 profit distribution plan .

For details, please refer to the “Announcement on the Profit Distribution Plan for 2023” disclosed by the company on the cninfo.com (www.cninfo.com.cn) on the same day.

Voting results: 3 votes in favor, 0 votes against, and 0 abstentions.

This proposal still needs to be submitted to the company’s 2023 annual shareholders’ meeting for review.

5. Review and approve the “Special Report on the Deposit and Use of Raised Funds in 2023”
The management, use and operation procedures of the company’s raised funds comply with the “Regulatory Guidelines for Listed Companies No. 2 – Supervisory Requirements for the Management and Use of Funds Raised by Listed Companies” and “Shenzhen Stock Exchange Self-Discipline Supervision Guidelines for Listed Companies No. 2 – GEM Listing” According to relevant rules such as “Standardized Operation of the Company” and the company’s “Raised Funds Management System”, the actual use of raised funds was legal and compliant, and no behavior that violated laws, regulations or harmed the interests of shareholders was found.

For details, please refer to the “Special Report on the Storage and Use of Raised Funds in 2023” disclosed by the company on the cninfo.com (www.cninfo.com.cn) on the same day.

Voting results: 3 votes in favor, 0 votes against, and 0 abstentions.

6. Review and approve the “2023 Internal Control Evaluation Report”
After verification, the Board of Supervisors believes that: the company has established a relatively sound internal control system, all internal control systems can be effectively implemented, and it has played a positive role in preventing and controlling various risks of the company.

The company’s 2023 internal control evaluation report truly and objectively reflects the construction and operation of the company’s internal control system.

For details, please refer to the “2023 Internal Control Evaluation Report” disclosed by the company on the cninfo.com (www.cninfo.com.cn) on the same day.

Voting results: 3 votes in favor, 0 votes against, and 0 abstentions.

7. Review the “Proposal on the Remuneration Plan for the Company’s Supervisors”
For details, please refer to the “Announcement on the Remuneration Plan for Directors, Supervisors and Senior Management Personnel in 2024” disclosed by the company on the cninfo website (www.cninfo.com.cn) on the same day.

Voting results: 0 votes in favor, 0 votes against, 0 abstentions, and 3 votes to avoid.

Since this proposal involves the remuneration of all supervisors, based on the principle of prudence, all supervisors are required to abstain from voting when considering this proposal. This proposal will be directly submitted to the company’s 2023 annual shareholders’ meeting for review.

8. Consider and approve the “Proposal on Renewal of the Audit Institution for 2024”
KPMG Huazhen LLP (Special General Partnership) acted diligently and conscientiously during its tenure as the company’s auditor, adhered to independent, objective and impartial auditing standards, and issued independent audit opinions fairly and reasonably. In order to maintain the continuity and stability of the audit work, it was agreed to renew the appointment of KPMG Huazhen Certified Public Accountants (Special General Partnership) as the company’s auditor for 2024 for a period of one year.

For details, please refer to the “Announcement on Renewal of the Audit Institution for 2024” disclosed by the company on the cninfo.com (www.cninfo.com.cn) on the same day.

Voting results: 3 votes in favor, 0 votes against, and 0 abstentions.

This proposal still needs to be submitted to the company’s 2023 annual shareholders’ meeting for review.

9. The “Proposal on Using Part of Idle Raised Funds and Own Funds for Cash Management” was reviewed and approved. The company and its subsidiaries will use part of the idle raised funds and self-owned funds without affecting the construction and normal operation of investment projects with raised funds. Cash management matters comply with the “Regulatory Guidelines for Listed Companies No. 2 – Supervisory Requirements for the Management and Use of Funds Raised by Listed Companies”, “Shenzhen Stock Exchange GEM Stock Listing Rules” and “Shenzhen Stock Exchange Self-Discipline Supervision Guidelines for Listed Companies No. 2″. No. 2 – Standardized Operation of GEM Listed Companies” and the company’s “Raised Funds Management System” and other relevant regulations will help improve the efficiency of the use of raised funds, increase the company’s income from idle funds, and obtain more returns for the company and shareholders. There are situations that harm the interests of the company’s shareholders.

For details, please refer to the “Announcement on the Use of Part of Idle Raised Funds and Own Funds for Cash Management” disclosed by the company on the cninfo.com (www.cninfo.com.cn) on the same day.

Voting results: 3 votes in favor, 0 votes against, and 0 abstentions.

This proposal still needs to be submitted to the company’s 2023 annual shareholders’ meeting for review.

10. Considered and approved the “Proposal on using own funds to pay for part of the funds raised for investment projects and replacing them with raised funds in equal amounts”
The company and its subsidiaries that implement the investment projects use their own funds to pay part of the funds for the investment projects and replace them with raised funds in equal amounts. They have performed the necessary decision-making procedures and formulated corresponding operating procedures, which can effectively ensure the normal operation of the investment projects. Carry out and improve the efficiency of the use of raised funds, in line with the “Regulatory Guidelines for Listed Companies No. 2 – Supervisory Requirements for the Management and Use of Raised Funds by Listed Companies”, “Shenzhen Stock Exchange GEM Stock Listing Rules” and “Shenzhen Stock Exchange Listed Company Self-Discipline” Regulatory Guidelines No. 2 – Standardized Operations of GEM Listed Companies” and the company’s “Raised Funds Management System” and other relevant provisions, there is no situation that changes the investment direction of raised funds in a disguised manner and harms the interests of the company and shareholders, especially small and medium-sized shareholders.

For details, please refer to the “Announcement on using its own funds to pay part of the funds for the investment project and replacing it with the raised funds in equal amounts” disclosed by the company on the cninfo.com (www.cninfo.com.cn) on the same day.

Voting results: 3 votes in favor, 0 votes against, and 0 abstentions.

11. Considered and approved the “Proposal on the Adjustment of the Internal Investment Structure of Some Fund-raising Projects”
The company’s adjustment to the internal investment structure of the “Programmatic Advertising Platform Upgrade Project” is based on the company’s actual situation and is in line with the company’s actual operating needs. It does not change the implementation entity, implementation method, project purpose and total investment of the fundraising project. , there is no disguised change in the use of raised funds or damage to the interests of shareholders and small and medium-sized shareholders. It is agreed that the company will adjust the internal investment structure of the above-mentioned investment projects.

For details, please refer to the “Announcement on the Adjustment of the Internal Investment Structure of Some Fund-raising Projects” disclosed by the company on the cninfo.com (www.cninfo.com.cn) on the same day.

Voting results: 3 votes in favor, 0 votes against, and 0 abstentions.

12. Considered and approved the “Proposal on Provision for Asset Impairment in the Fourth Quarter of 2023”
The company’s provision for asset impairment this time complies with the “Accounting Standards for Business Enterprises” and the company’s relevant accounting policies, reflects the principle of accounting prudence, and is in line with the company’s actual situation. This provision for asset impairment can fairly reflect the company’s financial status, asset value and operating results, making the company’s accounting information more reasonable. This provision for asset impairment has sufficient basis, and the decision-making process is legal and compliant. , agreed to the company’s provision for asset impairment.

For details, please refer to the “Announcement on Provision for Asset Impairment in the Fourth Quarter of 2023” disclosed by the company on the cninfo.com (www.cninfo.com.cn) on the same day.

Voting results: 3 votes in favor, 0 votes against, and 0 abstentions.

13. Review and approve the “First Quarter Report of 2024”
The preparation of the company’s “2024 First Quarter Report” complies with laws, administrative regulations and the relevant provisions of the China Securities Regulatory Commission. The content of the report truly, accurately and completely reflects the actual situation of the company, and does not contain any false records, misleading statements or material Omission.

For details, please refer to the “First Quarter Report of 2024” disclosed by the company on the cninfo.com (www.cninfo.com.cn) on the same day.

Voting results: 3 votes in favor, 0 votes against, and 0 abstentions.

3. Documents available for inspection
1. “Resolution of the Fifteenth Meeting of the Fourth Supervisory Board of the Company”.

Special announcement.

Yidiantianxia Network Technology Co., Ltd.
supervisory board
April 25, 2024

China Finance Network