Securities code: 000670 securities abbreviation: * ST Yingfang Announcement No.: 2022-007 Yingfang Microelectronics Co., Ltd
Announcement of resolutions of the 23rd Meeting of the 11th 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.
The notice of the 23rd Meeting of the 11th board of directors of Infotmic Co.Ltd(000670) (hereinafter referred to as “the company”) was sent by email and wechat on January 29, 2022. The meeting was held in the company’s conference room in the form of on-site meeting on February 14, 2022. The meeting was presided over by Zhang yunnvshi, chairman of the company, and all directors attended and voted in person. The convening and convening procedures of this meeting and the number of directors attending the meeting comply with the relevant provisions of the company law and the articles of association, and the resolutions formed at the meeting are legal and effective.
1、 Deliberations of the meeting
The meeting adopted the method of on-site voting, considered the following proposals and made resolutions:
(I) work report of the board of directors in 2021
See the work report of the board of directors in 2021 published on cninfo.com for details. The voting status of this proposal is: 9 in favor, 0 against and 0 abstention. This proposal is adopted.
(II) 2021 general manager’s work report
The voting status of this proposal is: 9 in favor, 0 against and 0 abstention. This proposal is adopted.
(III) financial statement report of 2021
For details, please refer to the 2021 financial statement published on cninfo.com.
The voting status of this proposal is: 9 in favor, 0 against and 0 abstention. This proposal is adopted.
(IV) full text and summary of 2021 Annual Report
For details, please refer to the full text and summary of the 2021 annual report published by the company on cninfo.com. The voting status of this proposal is: 9 in favor, 0 against and 0 abstention. This proposal is adopted.
(V) profit distribution plan for 2021
According to the provisions of the Listing Rules of Shenzhen Stock Exchange (revised in 2022), the profit distribution of listed companies shall be based on the distributable profits in the statements of the parent company. At the same time, in order to avoid over distribution, the company shall determine the specific profit distribution proportion based on the principle of the lower of the distributable profits in the consolidated statements and the statements of the parent company. The undistributed profit in the consolidated statement of the company at the end of 2021 was -611369096.01 yuan, and the undistributed profit of the parent company at the end of 2021 was -774891566.11 yuan. In view of the serious losses of the company in previous years, the company does not have the conditions for cash dividends.
Profit distribution plan for 2021: the company plans not to distribute profits in 2021, nor to convert capital reserve into share capital, and the balance of undistributed profits will be carried forward to the next year.
The independent directors of the company have expressed their independent opinions on this proposal.
The motion was passed with 0 votes, with 9 abstentions.
(VI) internal control evaluation report in 2021
See the 2021 internal control evaluation report published on cninfo.com for details. The independent directors of the company have expressed their independent opinions on this proposal.
The voting status of this proposal is: 9 in favor, 0 against and 0 abstention. This proposal is adopted.
(VII) proposal on examining and approving the remuneration of directors and senior managers of the company in 2021
In 2021, the total remuneration received by the company’s directors and senior managers from the company was 3.7159 million yuan. The remuneration and assessment committee of the company comprehensively considered the level of the same industry and the local price level in accordance with the relevant decision-making and assessment procedures of the detailed rules for the implementation of the remuneration and assessment committee of the board of directors and the remuneration system for directors and senior managers, It is determined in combination with the business performance, responsibility, risk level and other factors in the work.
The independent directors of the company have expressed their independent opinions on this proposal.
The voting status of this proposal is: 9 in favor, 0 against and 0 abstention. This proposal is adopted.
(VIII) proposal on the provision for impairment of assets withdrawn, written off and written off in 2021
The board of Directors believes that the provision for impairment of assets withdrawn, written off and written off according to the actual situation of the company complies with the relevant provisions of the accounting standards for business enterprises and the company’s internal control system, and fairly reflects the asset status of the company at the end of the reporting period. It agrees to withdraw, write off and write off the provision for impairment of assets this time.
The independent directors of the company have expressed their independent opinions on this proposal.
For details, see the announcement on the provision for impairment of assets withdrawn, written off and written off in 2021 published by the company on cninfo.com.
The voting status of this proposal is: 9 in favor, 0 against and 0 abstention. This proposal is adopted.
(IX) proposal on applying for comprehensive credit line from relevant institutions
For details, see the announcement on applying for comprehensive credit line from relevant institutions published by the company on cninfo.com.
The voting status of this proposal is: 9 in favor, 0 against and 0 abstention. This proposal is adopted.
(x) proposal on the estimation of guarantee amount for holding subsidiaries
For details, please refer to the announcement on the prediction of guarantee amount for holding subsidiaries published by the company on cninfo.com.
The independent directors of the company have expressed their independent opinions on this proposal.
The voting status of this proposal is: 9 in favor, 0 against and 0 abstention. This proposal is adopted.
（11） Proposal on house renewal and related party transactions
For details, see the announcement on related party transactions and quota estimation published by the company on cninfo.com.
The independent directors of the company approved the proposal in advance and expressed their independent opinions.
Mr. Gu Xin, the related director of this proposal, avoided voting.
The voting of this proposal is as follows: 8 in favor, 1 in avoidance, 0 against and 0 abstention. This proposal is adopted.
（12） Proposal on the estimated amount of financial assistance and related party transactions
For details, see the announcement on related party transactions and quota estimation published by the company on cninfo.com.
The independent directors of the company approved the proposal in advance and expressed their independent opinions.
Mr. Gu Xin, the related director of this proposal, avoided voting.
The voting of this proposal is as follows: 8 in favor, 1 in avoidance, 0 against and 0 abstention. This proposal is adopted.
（13） Proposal on correction of previous accounting errors
According to the relevant opinions of Hubei regulatory bureau of China Securities Regulatory Commission on the on-site inspection of the company, the company retroactively restated the financial statements of 2020 and January June 2021.
Tianjian Certified Public Accountants (special general partnership) has issued the assurance report on the correction of important previous errors on the correction of accounting errors of the company.
The board of directors of the company believes that the correction of accounting errors in the previous period of the company complies with the relevant provisions of the accounting standards for Business Enterprises No. 28 – changes in accounting policies and accounting estimates and correction of errors and the rules for the preparation of information disclosure of companies offering securities to the public No. 19 – correction and related disclosure of financial information, The corrected financial statements can more fairly reflect the company’s financial situation and operating results, and there is no damage to the interests of the company and all shareholders. Therefore, we agree to the correction of accounting errors and retrospective restatement.
The independent directors of the company have expressed their independent opinions on this proposal.
For details, please refer to the announcement on the correction of accounting errors in the earlier period and the verification report on the correction of important errors in the earlier period (TJs [2022] No. 92) published on cninfo.com.
The voting status of this proposal is: 9 in favor, 0 against and 0 abstention. This proposal is adopted.
（14） Proposal on the company’s outstanding losses reaching one third of the total paid in share capital
For details, please refer to the announcement on the outstanding losses reaching one-third of the total paid in share capital published by the company on cninfo.com.
The voting status of this proposal is: 9 in favor, 0 against and 0 abstention. This proposal is adopted.
（15） Proposal on updating the audit report, reference review report and asset evaluation report related to this major asset reorganization
The company plans to invest in Shaoxing shangyuxin equity investment partnership (limited partnership) (hereinafter referred to as “Yuxin investment”) Shanghai Ruichen communication equipment partnership (limited partnership) (hereinafter referred to as “Shanghai Ruichen”) issued shares to purchase 39% equity of Shenzhen huaxinke Technology Co., Ltd. (hereinafter referred to as “huaxinke”) held by Yuxin investment and world style Technology Holdings Limited (hereinafter referred to as “world style”, together with huaxinke, the “target company”) 39% of the shares, 10% of the shares of huaxinke and 10% of the shares of world style held by Shanghai Ruichen, and raised supporting funds from the non-public offering of shares of Zhejiang Shunyuan Enterprise Management Co., Ltd. (hereinafter referred to as “Shunyuan enterprise management”). The amount of supporting funds raised shall not exceed 400 million yuan, and the number of non-public offering shares shall not exceed 243902439 shares, The number of non-public offering shares shall not exceed 30% of the total share capital of the company before this transaction, and the total amount of raised funds shall not exceed 100% of the transaction price of the underlying assets to be purchased (hereinafter referred to as “this major asset reorganization” or “this transaction”).
The validity period of the audit report and reference review report related to this major asset reorganization has expired. The board of directors reviewed the 2021 financial statements and notes prepared by the subject company, agreed to report to the public, and approved the audit report of Shenzhen huaxinke Technology Co., Ltd. (TJs [2022] No. 96) updated and issued by Tianjian Certified Public Accountants (special general partnership) Audit report of world style Technology Holdings Limited (TJs [2022] No. 94) and simulated consolidated audit report of Shenzhen huaxinke Technology Co., Ltd. and world style Technology Holdings Limited (TJs [2022] No. 95); At the same time, it reviewed the pro forma financial statements and notes of the listed company in 2021 prepared by the company’s management for the purpose of this major asset restructuring, agreed to report to the public, and approved the update of the pro forma review report issued by Tianjian Certified Public Accountants (special general partnership) (Tianjian Shen [2022] No. 93).
The validity period of the appraisal report related to this major asset reorganization has expired. The board of directors agreed that the appraisal institution of this major asset reorganization, Zhonglian asset appraisal group Co., Ltd., would conduct additional asset appraisal on the subject assets of this major asset reorganization on the base date of December 31, 2021, and issue Infotmic Co.Ltd(000670) Asset appraisal report on the value of all equity of shareholders of Shenzhen huaxinke Technology Co., Ltd. and world styletechnology Holdings Limited involved in the purchase of assets by issuing shares (Zhonglian pingbao Zi [2022] No. 207). The supplementary evaluation results are not used as the basis for pricing, The valuation of the underlying assets of this major asset restructuring is still based on the asset appraisal conducted by Zoomlion asset appraisal group Co., Ltd. on December 31, 2020 and the asset appraisal report of all equity value projects of Shenzhen huaxinke Technology Co., Ltd. and world style Technology Holdings Limited involved in the purchase of assets by Infotmic Co.Ltd(000670) shares to be issued (Zhonglian pingbao Zi [2021] No. 1102) is the basis for pricing. For details, please refer to the relevant audit report, reference review report and asset evaluation report disclosed by the company on cninfo.com.
The independent directors of the company have expressed independent opinions on this proposal.
Mr. Gu Xin, the related director of this proposal, avoided voting.
The voting of this proposal is as follows: 8 in favor, 1 in avoidance, 0 against and 0 abstention. This proposal is adopted.
（16） Proposal on the independence of appraisal institutions, the rationality of appraisal assumptions, the relevance between appraisal methods and appraisal purposes, and the fairness of appraisal pricing
The appraisal institution hired by the company, Zhonglian asset appraisal group Co., Ltd., issued a supplementary asset appraisal report for the subject assets involved in the company’s major asset restructuring. In accordance with relevant laws and regulations and after detailed verification of relevant appraisal matters, the board of directors of the company hereby expresses the following opinions on the independence of the appraisal institution, the rationality of the appraisal assumptions, the relevance between the appraisal method and the appraisal purpose, and the fairness of the appraisal Pricing:
1. Independence of evaluation organization
In this major asset restructuring, the appraisal institution Zhonglian asset appraisal group Co., Ltd. and its appraisers have no other relationship with the company, the counterparty and the target company, and there are no actual and expected interests or conflicts, except for business relations. In the process of appraisal, the appraisal institution strictly complies with the relevant national laws, regulations and standards on asset appraisal, Complete the asset appraisal based on the principles of independence, objectivity and impartiality. Therefore, the appraisal institution of this transaction is independent.
2. Evaluate the rationality of assumptions
The appraisal institution has set the premise and restrictive conditions of the appraisal assumptions in accordance with the relevant national laws and regulations, followed the general practices or guidelines of the market, and met the actual situation of the appraisal object. The premise of the appraisal assumptions is reasonable.
3. Correlation between evaluation method and evaluation purpose
The purpose of this appraisal is to determine the market value of the subject asset on the base date of supplementary appraisal, so as to verify whether the subject asset has undergone significant adverse changes to the listed company since December 31, 2020. The scope of assets actually appraised by the appraisal institution is consistent with the scope of assets entrusted for appraisal; The appraisal institution has implemented corresponding appraisal procedures in the appraisal process, followed the principles of independence, objectivity, scientificity and impartiality, and used the appraiser who is compliant and in line with the actual situation of the subject asset
