Securities code: 688020 securities abbreviation: Guangzhou Fangbang Electronics Co.Ltd(688020) Announcement No.: 2022-011 Guangzhou Fangbang Electronics Co.Ltd(688020)
Announcement of resolutions of the first meeting of the third board of directors
The board of directors and all directors 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 integrity of its contents according to law.
1、 Meetings of the board of directors
Guangzhou Fangbang Electronics Co.Ltd(688020) (hereinafter referred to as "the company") held the first meeting of the third board of directors in the company's conference room on Wednesday, February 16, 2022. The notice of the meeting of the board of directors was sent to all directors, supervisors and senior managers by email and telephone on Sunday, February 13, 2022. 9 directors should be present at this meeting, and 9 actually present. The meeting was presided over by Mr. Su Zhi, chairman of the board. There were 9 directors who should attend the meeting, and 9 directors actually attended the meeting. Among them, directors Hu Yunlian, ye Yong, Wang Jingguo, Gao Qiang, Cui Xiaole, Zhang Zhengjun and Zhong min attended the meeting and voted by means of communication. All supervisors and senior managers of the company attended the meeting as nonvoting delegates.
The convening and holding of this meeting comply with the provisions of the company law of the people's Republic of China, the articles of association and other relevant laws, regulations and normative documents, and the meeting is legal and effective.
2、 Deliberations of the board meeting
After deliberation and voting by the directors present at the meeting, the resolution is as follows:
1. Deliberated and passed the proposal on the company's 2021 annual financial statement report
During the reporting period, the company realized an operating income of 286350922.64 yuan, a decrease of 0.76% over the same period of last year; The operating profit was 48027588.33 yuan, a decrease of 66.30% over the same period of last year; The net profit attributable to the owners of the parent company was 37833130.08 yuan, a decrease of 68.27% over the same period of last year.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
During the reporting period, the board of directors of the company was diligent and responsible in strict accordance with relevant laws and regulations, urging and guiding the management to seriously implement the company's development strategy and major business decisions; The company continues to increase R & D investment, further improve innovation ability, pay close attention to the construction of new projects, broaden business layout, strengthen operation management and improve the profitability of the company; The operation of the general meeting of shareholders, the board of directors, the board of supervisors and the committees under the board of directors is standardized. All directors are diligent and responsible, and can attend and vote at the meeting in accordance with the regulations; The company has conscientiously implemented information disclosure and established a standardized and transparent operation system of listed companies.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
3. The proposal on the company's profit distribution plan for 2021 was reviewed and passed
The board of directors agreed that the company would distribute a cash dividend of 1.875 yuan (including tax) to all shareholders for every 10 shares based on the total share capital on the date of equity distribution registration in 2021. As of December 31, 2021, the total share capital of the company was 80000000 shares, so the total cash dividend to be distributed was 15000000 yuan (including tax), Accounting for 39.65% of the net profit attributable to shareholders of Listed Companies in the consolidated statements of the company in 2021. The company does not convert the capital reserve into share capital and does not give bonus shares.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
For details, please refer to the company's report on the Shanghai Stock Exchange (www.sse. Com. CN.) The Guangzhou Fangbang Electronics Co.Ltd(688020) 2021 annual profit distribution plan announcement (Announcement No.: 2022-009) disclosed.
4. The proposal on the annual report and summary of the company in 2021 was reviewed and passed
After review, the board of Directors believes that the preparation and review procedures of the company's 2021 annual report comply with the provisions of relevant laws and regulations, the articles of association and other internal rules and regulations; The content and format of the company's 2021 annual report comply with relevant regulations and fairly reflect the company's financial situation and operating results in 2021; During the preparation of the 2021 annual report, it was not found that the personnel of the company participating in the preparation and deliberation of the annual report had violated the confidentiality provisions; All members of the board of directors guarantee that the information disclosed in the 2021 annual report of the company is true, accurate and complete without any false records, misleading statements or major omissions, and bear legal liabilities for the authenticity, accuracy and integrity of its contents in accordance with the law.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
For details, please refer to the company's report on the Shanghai Stock Exchange (www.sse. Com. CN.) Disclosed Guangzhou Fangbang Electronics Co.Ltd(688020) 2021 annual report and summary.
5. The proposal on the work report of the general manager of the company in 2021 was reviewed and passed
During the reporting period, the general manager of the company continued to make efforts in the construction of raised investment projects, innovation and R & D, production and operation according to the company's development strategy and business plan, and the board of directors deliberated and approved his work report.
Voting results: 9 in favor, 0 against and 0 abstention.
6. The proposal on the renewal of the company's 2022 financial audit institution and internal control audit institution was reviewed and adopted
In order to maintain the continuity and stability of the audit work, upon the proposal of the audit committee of the board of directors and the prior approval of all independent directors, the company plans to continue to employ Daxin as the company's financial audit institution and internal control audit institution in 2022, from the date of the resolution of the 2021 annual general meeting to the date of the 2022 annual general meeting. Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
For details, please refer to the company's report on the Shanghai Stock Exchange (www.sse. Com. CN.) The announcement of Guangzhou Fangbang Electronics Co.Ltd(688020) company on renewing the appointment of audit institutions in 2022 (Announcement No.: 2022-013) disclosed.
7. The proposal on confirming the remuneration of directors of the company in 2021 was reviewed and passed
The board of directors confirmed the payment of directors' remuneration in 2021.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
8. The proposal on confirming the remuneration of senior managers of the company in 2021 was reviewed and passed
The board of directors confirmed the payment of the remuneration of the company's senior managers in 2021.
Voting results: 9 in favor, 0 against and 0 abstention.
9. The proposal on the special report on the deposit and actual use of the company's raised funds in 2021 was reviewed and passed
It is verified that the deposit and use of the raised funds of the company in 2021 comply with the provisions of laws, regulations and system documents such as the Listing Rules of science and Innovation Board of Shanghai Stock Exchange, the management measures for raised funds of listed companies of Shanghai Stock Exchange (revised in 2013), the management system of Guangzhou Fangbang Electronics Co.Ltd(688020) raised funds, and the raised funds are stored and used in a special account, And timely fulfilled the relevant information disclosure obligations. The specific use of the raised funds is consistent with that disclosed by the company. There is no case of changing the purpose of the raised funds in a disguised manner and damaging shareholders' rights and interests, and there is no case of illegal use of the raised funds.
Voting results: 9 in favor, 0 against and 0 abstention.
For details, please refer to the company's report on the Shanghai Stock Exchange (www.sse. Com. CN.) Special report on the deposit and actual use of raised funds in Guangzhou Fangbang Electronics Co.Ltd(688020) 2021 (Announcement No.: 2022-010). 10. The proposal on the performance report of the audit committee of the board of directors in 2021 was reviewed and passed
During the reporting period, the audit committee of the company made full use of professional knowledge, adhered to the principles of prudence, objectivity and independence, performed its duties diligently and gave full play to the supervision function of the audit committee of the company in accordance with the operation guidelines of the audit committee of the board of directors of listed companies on Shanghai Stock Exchange, the articles of association, the working rules of the audit committee of the board of directors and other relevant provisions, Earnestly fulfill the responsibilities within the scope of authority. He continued to play a professional role in supervising the external audit, guiding the company's internal audit, urging the company to improve the internal control system, safeguarding the legitimate rights and interests of the company and all shareholders, promoting the steady operation and standardized operation of the company, and dutifully performed the duties of the audit committee. Voting results: 9 in favor, 0 against and 0 abstention.
For details, please refer to the company's report on the Shanghai Stock Exchange (www.sse. Com. CN.) 2021 performance report of the audit committee of the board of directors of Guangzhou Fangbang Electronics Co.Ltd(688020) company disclosed.
11. The proposal on the report on the work of independent directors in 2021 was reviewed and passed
During the reporting period, the independent directors of the company, based on the principle of prudence and objectivity, diligently performed their duties, gave full play to their professional advantages, put forward reasonable suggestions to the company with their accumulated professional knowledge and practice experience, paid comprehensive attention to the development of the company, timely understood the production and operation information of the company, and continued to promote the improvement of the corporate governance system. At the same time, carefully review the meeting proposals, financial reports and other documents submitted by the company, and issue relevant written opinions according to the scope of responsibilities of independent directors and special committees, so as to actively promote the scientificity and objectivity of the decision-making of the board of directors.
Voting results: 9 in favor, 0 against and 0 abstention.
For details, please refer to the company's report on the Shanghai Stock Exchange (www.sse. Com. CN.) Report on work report of independent directors of Guangzhou Fangbang Electronics Co.Ltd(688020) company in 2021 disclosed.
12. The proposal on the company's commodity hedging business was reviewed and passed
In order to reduce the adverse impact of price fluctuations of bulk raw materials on production and operation, taking into account the company's raw material procurement scale and the expected results of hedging business and other factors, on the premise of ensuring normal production and operation, the contract value of the company (including holding subsidiaries) to carry out hedging business shall not exceed 200 million yuan, The maximum margin balance of hedging business shall not exceed 50 million yuan (the funds within the limit can be used on a rolling basis). The source of funds is self owned funds and does not involve raised funds. The validity period of the quota is 12 months from the date of deliberation and approval by the board of directors of the company.
Voting results: 9 in favor, 0 against and 0 abstention.
For details, please refer to the company's report on the Shanghai Stock Exchange (www.sse. Com. CN.) Announcement on Guangzhou Fangbang Electronics Co.Ltd(688020) carrying out commodity hedging business (Announcement No.: 2022-015).
13. The proposal on requesting the general meeting of shareholders to authorize the board of directors to issue shares to specific objects through summary procedures was reviewed and adopted
The board of directors of the company plans to request 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 annual general meeting of shareholders in 2021 to the date of convening the annual general meeting of shareholders in 2022.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
For details, please refer to the company's report on the Shanghai Stock Exchange (www.sse. Com. CN.) The Guangzhou Fangbang Electronics Co.Ltd(688020) announcement on requesting the general meeting of shareholders to authorize the board of directors to issue shares to specific objects through summary procedures (Announcement No.: 2022-017) disclosed.
14. The proposal on the cancellation of some special accounts for raised funds by the company was reviewed and passed
The funds raised in the account of the supplementary working capital project have been used up. In order to facilitate the management of the company's capital account and reduce the management cost, the company decided to cancel the account in the near future and transfer the balance interest income to the company's bank deposit account.
Voting result: 9 affirmative votes; No negative vote; There were no abstentions.
For details, please refer to the company's report on the Shanghai Stock Exchange (www.sse. Com. CN.) The Guangzhou Fangbang Electronics Co.Ltd(688020) announcement on the cancellation of some special accounts for raised funds by the company (Announcement No.: 2022-018) disclosed.
15. The proposal on the company's foreign exchange hedging business was reviewed and passed
The amount of funds that the company plans to carry out hedging business shall not exceed US $30 million (the funds within the limit can be used on a rolling basis). The source of funds is its own funds and does not involve raised funds. The validity period of the quota is 12 months from the date of deliberation and approval by the board of directors of the company.
Voting results: 9 in favor, 0 against and 0 abstention.
For details, please refer to the company's report on the Shanghai Stock Exchange (www.sse. Com. CN.) The Guangzhou Fangbang Electronics Co.Ltd(688020) announcement on the company's foreign exchange hedging business (Announcement No.: 2022-016) disclosed.
16. The proposal on using idle self owned funds to purchase financial products was reviewed and adopted
If the idle amount of the company's own funds exceeds 200 million yuan and the validity of the company's own funds is not good during the period of review by the board of directors, it can affect the safety of the company's operation within one year from the day when the idle amount of the company's own funds is not used properly, The chairman of the company is authorized to exercise the right of investment decision-making and sign relevant legal documents, and the financial person in charge of the company is authorized to handle specific matters.
Voting results: 9 in favor, 0 against and 0 abstention.
17. The proposal on the company's application for comprehensive credit line from the bank in 2022 was reviewed and passed. According to the needs of the company's operation and development, the company (including holding and wholly-owned subsidiaries) plans to apply for comprehensive credit with a total amount of no more than 900 million yuan (and equivalent yuan) from the bank in 2022, and the final credit line shall be subject to the actual approval line of the bank, The above credit term is valid within 12 months from the date of deliberation and approval by the board of directors.
Voting results: 9 in favor, 0 against and 0 abstention.
18. The proposal on the company's internal control evaluation report in 2021 was reviewed and passed
The board of Directors believes that according to the identification of major defects in the internal control of the company's financial report,
