Securities code: 000670 securities abbreviation: * ST Yingfang Announcement No.: 2022-008 Yingfang Microelectronics Co., Ltd
Announcement of resolutions of the 21st Meeting of the 11th board of supervisors
The company and all members of the board of supervisors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
The 21st Meeting of the board of supervisors (hereinafter referred to as "the 21st meeting") was held in the form of wechat on February 29, 2020. The meeting was presided over by Ms. Jiang Min, chairman of the board of supervisors of the company. There were 3 supervisors who should participate in the voting and 3 supervisors who actually participated in the voting. The convening of this meeting complies with the relevant provisions of the company law and the articles of association, and the resolutions made 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 supervisors in 2021
See the work report of the board of supervisors in 2021 published on cninfo.com for details. The voting of this proposal is as follows: 3 in favor, 0 against and 0 abstention. This proposal is adopted.
(II) financial statement report of 2021
For details, please refer to the 2021 financial statement published on cninfo.com.
The voting of this proposal is as follows: 3 in favor, 0 against and 0 abstention. This proposal is adopted.
(III) full text and summary of 2021 Annual Report
After review, the board of supervisors believes that the procedures for the board of directors to prepare and review the company's 2021 annual report comply with laws, administrative regulations and relevant provisions of the CSRC. The contents of the report truly, accurately and completely reflect the financial status and operating results of the company, and there are no false records, misleading statements or major omissions. For details, please refer to the full text and summary of the 2021 annual report published by the company on cninfo.com. The voting of this proposal is as follows: 3 in favor, 0 against and 0 abstention. This proposal is adopted.
(IV) profit distribution plan for 2021
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 board of supervisors believes that the company's profit distribution plan complies with the company law, the articles of association and other relevant provisions and requirements on profit distribution.
The voting of this proposal is as follows: 3 in favor, 0 against and 0 abstention. This proposal is adopted.
(V) internal control evaluation report in 2021
The board of supervisors of the company carefully reviewed the 2021 internal control evaluation report issued by the board of directors, reviewed the construction and operation of the internal control system of the board of directors, and believed that the 2021 internal control evaluation report of the company comprehensively, truly and accurately reflected the actual situation of the construction of the company's internal control system, the implementation and supervision of the internal control system.
See the 2021 internal control evaluation report published on cninfo.com for details. The voting of this proposal is as follows: 3 in favor, 0 against and 0 abstention. This proposal is adopted.
(VI) proposal on the provision for impairment of assets withdrawn, written off and written off in 2021
The board of supervisors believes that the procedures for withdrawing, writing off and writing off the provision for asset impairment of the company are legal, based on sufficient basis, in line with the provisions of the accounting standards for business enterprises and relevant accounting policies of the company, and can fairly reflect the financial status and asset value of the company, and agrees to withdraw, verify and write off the provision for asset impairment this time.
For details, please refer to 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 of this proposal is as follows: 3 in favor, 0 against and 0 abstention. This proposal is adopted.
(VII) 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 of this proposal is as follows: 3 in favor, 0 against and 0 abstention. This proposal is adopted.
(VIII) proposal on providing guarantee amount estimation 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 voting of this proposal is as follows: 3 in favor, 0 against and 0 abstention. This proposal is adopted.
(IX) 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 voting of this proposal is as follows: 3 in favor, 0 against and 0 abstention. This proposal is adopted.
(x) 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 voting of this proposal is as follows: 3 in favor, 0 against and 0 abstention. This proposal is adopted.
（11） Proposal on correction of previous accounting errors
The board of supervisors believes that the correction of the company's accounting errors in the previous period 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 position and operating results. The deliberation and voting procedures of the board of directors on the correction of accounting errors in the early stage comply with the provisions of laws, regulations and the articles of association, which is conducive to safeguarding the legitimate interests of the company and shareholders. The board of supervisors agreed to the correction of accounting errors in the early stage.
For details, please refer to the announcement on the correction of accounting errors in the earlier period and the assurance report on the correction of important errors in the earlier period (TJs [2022] No. 92) published by the company on cninfo.com.
The voting of this proposal is as follows: 3 in favor, 0 against and 0 abstention. This proposal is adopted.
（12） 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: 3 in favor, 0 against and 0 abstention. This proposal is adopted.
（13） 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 supervisors reviewed the 2021 financial statements and notes prepared by the subject company, agreed to report to the public, and approved the updated audit report of Shenzhen huaxinke Technology Co., Ltd., audit report of Shenzhen huaxinke Technology Co., Ltd. (tianjianshen [2022] No. 96) 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 supervisors 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 voting of this proposal is as follows: 3 in favor, 0 against and 0 abstention. This proposal is adopted.
（14） 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, applied the appraisal method that is compliant and in line with the actual situation of the subject asset, and selected reliable reference data and materials; The appraisal value of assets is fair and accurate. The selection of evaluation methods is appropriate, the evaluation conclusion is reasonable, and the correlation between the evaluation methods and the evaluation purpose is consistent.
4. Evaluate the fairness of pricing
The supplementary appraisal has implemented the necessary appraisal procedures and followed the principles of independence, objectivity, scientificity and impartiality. The appraisal results objectively and fairly reflect the actual situation of the appraisal object on the benchmark date of the supplementary appraisal. In the process of this supplementary appraisal, the appraisal method used by the appraisal institution complies with relevant regulations, the selection of appraisal formula and appraisal parameters is cautious, and the asset appraisal result is reasonable. Through this supplementary appraisal, it is determined that the subject assets have not undergone significant adverse changes since the benchmark date of the previous appraisal. Therefore, it is determined that the pricing basis of this transaction will not change, the transaction price will not change, the transaction price is fair and reasonable, and will not damage the interests of the company and the majority of minority shareholders.
To sum up, the appraisal institution employed by the company in this major asset restructuring is independent, the premise of appraisal assumptions is reasonable, the correlation between the appraisal method and the appraisal purpose is consistent, and the appraisal price is fair.
For details, please refer to the instructions of the board of directors on the independence of the evaluation institution, the rationality of the evaluation assumptions, the correlation between the evaluation method and the evaluation purpose, and the fairness of the evaluation pricing disclosed by the company on cninfo.com.
The voting of this proposal is as follows: 3 in favor, 0 against and 0 abstention. This proposal is adopted.
（15） Proposal on (Revised Version) and its summary
Based on the extended audit report, review report, asset evaluation report and the correction notice of China Securities Regulatory Commission, the company has prepared Infotmic Co.Ltd(000670) issuing shares to purchase assets and raising supporting funds and related party transactions
