Securities code: 002402 securities abbreviation: Shenzhen H&T Intelligent Control Co.Ltd(002402) Announcement No.: 2022-001 Shenzhen H&T Intelligent Control Co.Ltd(002402)
Announcement on the resolutions of the 26th meeting of the 5th 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.
Shenzhen H&T Intelligent Control Co.Ltd(002402) (hereinafter referred to as "the company") the notice of the 26th meeting of the Fifth Board of directors was delivered to all directors, supervisors and senior managers by hand and e-mail on February 8, 2022. The meeting was held on February 18, 2022 in conference room Shenzhen H&T Intelligent Control Co.Ltd(002402) 1, floor 10, block D, Shenzhen Aerospace Hi-Tech Holding Group Co.Ltd(000901) Innovation Research Institute building, science and technology south 10 road, Nanshan District, Shenzhen, Guangdong Province. There were 9 directors who should attend the meeting and 9 actually attended the meeting (including Mr. Sun Zhongliang who attended the meeting by means of communication voting due to work reasons). Some supervisors and senior managers of the company attended the meeting as nonvoting delegates. The number of attendees, convening, convening procedures and discussion contents of this meeting are in line with the provisions of the company law of the people's Republic of China and the articles of association. The meeting was presided over by Mr. Liu Jianwei, chairman of the board. After careful deliberation by the participants, the following resolutions were reached:
1. The meeting considered and adopted the 2021 president's work report by 9 votes in favor, 0 votes against and 0 abstentions; The board of directors listened to the president's work report for 2021 made by President Liu Jianwei and believed that the management effectively implemented the resolutions of the general meeting of shareholders and the board of directors in 2021 and better achieved the business objectives of 2021.
2. The meeting deliberated and adopted the work report of the board of directors in 2021 by 9 votes in favor, 0 votes against and 0 abstentions. Mr. Zhang Kunqiang, Mr. Sun Zhongliang and Mr. Huang Gang submitted the 2021 annual report of Shenzhen H&T Intelligent Control Co.Ltd(002402) independent directors to the board of directors of the company and will report on their work at the 2021 annual general meeting of shareholders.
See the work report of the board of directors in 2021 and the work report of Shenzhen H&T Intelligent Control Co.Ltd(002402) independent directors in 2021 on cninfo.com, the company's designated information disclosure website（ http://www.cn.info.com.cn. ）。 This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
3. The meeting considered and adopted the full text and summary of the 2021 annual report by 9 votes in favor, 0 votes against and 0 abstentions;
See the full text of the annual report of Shenzhen H&T Intelligent Control Co.Ltd(002402) 2021 on cninfo.com, the designated information disclosure website（ http://www.cn.info.com.cn. ）； For details of Shenzhen H&T Intelligent Control Co.Ltd(002402) 2021 annual report summary, please refer to the company's information disclosure media China Securities Journal, securities times and cninfo.com, the company's designated information disclosure website（ http://www.cn.info.com.cn. ）。
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
4. The meeting deliberated and adopted the proposal on the special report on the deposit and use of raised funds in 2021 by 9 votes in favor, 0 votes against and 0 abstentions;
The special report on the deposit and use of raised funds in 2021 is detailed in the company's information disclosure media China Securities News, securities times and cninfo.com, the company's designated information disclosure website（ http://www.cn.info.com.cn. ）。
The relevant opinions issued by the company's independent directors, sponsors and accounting firms are detailed in cninfo.com, the company's designated information disclosure website（ http://www.cn.info.com.cn. ）。
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
5. The meeting deliberated and adopted the 2021 annual financial statement report with 9 votes in favor, 0 against and 0 abstention; For details of Shenzhen H&T Intelligent Control Co.Ltd(002402) 2021 annual financial statement report, please refer to cninfo.com, the company's designated information disclosure website（ http://www.cn.info.com.cn. ）。
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
6. The meeting considered and adopted the 2021 internal control self-evaluation report by 9 votes in favor, 0 votes against and 0 abstentions;
In accordance with the company law, the Listing Rules of Shenzhen Stock Exchange, the basic norms of enterprise internal control and its supporting guidelines jointly issued by the Ministry of finance, CSRC and other departments, and the requirements of relevant laws, regulations and rules, such as the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, The board of directors of the company conducted a self-evaluation on the company's internal control in 2021 and issued the self-evaluation report on internal control in 2021.
Refer to cninfo.com, the company's designated information disclosure website, for details of the 2021 internal control self-evaluation report and relevant opinions issued by the company's independent directors, the board of supervisors and accounting firms（ http://www.cn.info.com.cn. ）。
7. The meeting deliberated and adopted the proposal on the profit distribution plan for 2021 by 9 votes in favor, 0 against and 0 abstention;
Audited by Dahua Certified Public Accountants (special general partnership), in 2021, the company realized a net profit attributable to the parent company of 553364284.55 yuan, of which the parent company realized a net profit of 412720982.12 yuan. The profit available for distribution to shareholders at the end of the period of the parent company is 1238668526.77 yuan, and the profit available for distribution to shareholders at the end of the period after the merger is 1505630176.64 yuan. In 2021, 41272098.21 yuan of statutory surplus reserve was withdrawn.
According to the relevant provisions on profit distribution policies in the articles of association and the company's shareholder return plan for the next three years (2021-2023), the company plans to distribute profits in 2021. The specific distribution plan is to distribute cash dividends of 1.00 yuan (including tax) and bonus shares of 0 shares (including tax) to all shareholders for every 10 shares based on the company's total share capital of 914016928 shares, No accumulation fund shall be converted into share capital.
The profit distribution plan for 2021 determines the distribution proportion and the corresponding total distribution amount based on the total share capital of 914016928 shares. If the total share capital of the company changes due to the conversion of convertible bonds into shares, share repurchase, equity incentive exercise, refinancing and listing of new shares before the implementation of the distribution plan, the distribution proportion will be adjusted accordingly according to the principle that the total distribution amount remains unchanged, There is a risk that adjustments may be made due to changes in the proportion of total equity. Please pay attention to investors.
The company's profit distribution plan for 2021 complies with the notice on further implementing matters related to cash dividends of listed companies, No. 3 guidelines for the supervision of listed companies - cash dividends of listed companies, the articles of association and other provisions of the CSRC, and the relevant plans comply with the profit distribution policy, profit distribution plan and relevant commitments made by the company.
Independent directors expressed independent opinions on the profit distribution plan for 2021. For details, please refer to cninfo.com, the company's designated information disclosure website（ http://www.cn.info.com.cn. ）。 At the same time, the board of directors of the company requests the general meeting of shareholders to authorize the board of directors to handle the rights and interests distribution in 2021.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
8. The meeting deliberated and adopted the proposal on applying for credit line from banks in 2022 by 9 votes in favor, 0 against and 0 abstention;
After deliberation, the board of directors agreed that the company and its subsidiaries included in the consolidated statements would apply to some banks for a total credit line of no more than 6500 million yuan and 45 million US dollars within 12 months from the date of deliberation and approval of the general meeting of shareholders. The credit types mainly include working capital loans, bank acceptances, letters of credit, trade financing, etc, The final specific financing amount will be subject to the actual capital needs of the company's production, operation, investment and construction and the amount finally approved by each bank. It is proposed to authorize the chairman to adjust the credit line within the total credit line, apply for the inter-bank credit line, and handle all credit and financing matters within the above credit line of the company according to the actual capital demand of the company and its subsidiaries included in the consolidated statements. The term of this authorization is one year.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
9. The meeting deliberated and adopted the proposal on developing forward foreign exchange trading business by 9 votes in favor, 0 votes against and 0 abstentions;
The announcement on carrying out forward foreign exchange trading business is detailed in the company's information disclosure media China Securities News, securities times and cninfo.com, the designated information disclosure website（ http://www.cn.info.com.cn. ）。
Independent directors have expressed independent opinions on matters related to the development of forward foreign exchange transactions. For details, please refer to cninfo.com, the company's designated information disclosure website（ http://www.cn.info.com.cn. ）。
10. The meeting deliberated and adopted the proposal on renewing the appointment of financial audit institutions in 2022 by 9 votes in favor, 0 against and 0 abstention;
The board of directors of the company agreed to renew the appointment of Dahua Certified Public Accountants (special general partnership) as the company's financial audit institution in 2022 for one year. The board of directors of the company requests the general meeting of shareholders to authorize the management of the company to determine the audit fee in 2022 and sign relevant contracts and documents according to the market conditions and the negotiation between the two parties.
For details of the announcement on re employment of financial audit institutions in 2022, please refer to the company's information disclosure media China Securities Journal, securities times and cninfo.com, the company's designated information disclosure website（ http://www.cn.info.com.cn. ）。
Independent directors have expressed their prior approval opinions and independent opinions on the matter. For details, please refer to cninfo.com, the company's designated information disclosure website（ http://www.cn.info.com.cn. ）。
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
11. The meeting considered and adopted the report on investor protection in 2021 by 9 votes in favor, 0 against and 0 abstention;
See the report on investor protection in 2021 on cninfo.com, the company's designated information disclosure website（ http://www.cn.info.com.cn. ）。
12. The meeting deliberated and adopted the proposal on providing guarantee for subsidiaries with 9 votes in favor, 0 against and 0 abstention;
For details of the announcement on providing guarantee for subsidiaries, please refer to the company's information disclosure media China Securities News, securities times and cninfo.com, the company's designated information disclosure website（ http://www.cn.info.com.cn. ）。
Independent directors expressed independent opinions on the matter. For details, please refer to cninfo.com, the company's designated information disclosure website（ http://www.cn.info.com.cn. ）。
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
13. The meeting deliberated and adopted the proposal on providing guarantee for Shenzhen Ruiji by 9 votes in favor, 0 votes against and 0 abstentions;
The announcement on providing guarantee for Shenzhen Ruiji is detailed in the company's information disclosure media securities times, China Securities News and cninfo.com, the company's designated information disclosure website（ http://www.cn.info.com.cn. ）。
The independent directors of the company expressed independent opinions on the matter. For details, please refer to cninfo.com, the designated information disclosure website of the company（ http://www.cn.info.com.cn. ）。
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
14. The meeting deliberated and adopted the proposal on the remuneration of senior managers of the company in 2021 by 6 votes in favor, 0 against and 0 abstention;
In 2021, Mr. Liu Jianwei, President of the company's senior management, Mr. Qin Hongwu, executive president and Ms. Luo Shanshan, senior vice president, according to the market situation and the salary level of the company, the annual salary of the above senior management was 2.36 million yuan in total.
Mr. Liu Jianwei, Mr. Qin Hongwu and Ms. Luo Shanshan abstained from voting. Independent directors expressed independent opinions on the matter. For details, please refer to cninfo.com, the company's designated information disclosure website（ http://www.cn.info.com.cn. ）。 This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
15. The meeting deliberated and adopted the proposal on the remuneration plan for senior managers of the company in 2022 by 6 votes in favor, 0 votes against and 0 abstentions;
After the review of the remuneration and assessment committee of the 5th board of directors, the board of directors agreed that the remuneration of senior managers of the company is divided into two parts: basic annual salary and annual performance salary. The basic annual salary is paid monthly. The annual performance salary is paid after the end of each fiscal year, reviewed by the remuneration and assessment committee according to the operation and assessment results, and the specific amount is determined by the board of directors.
Mr. Liu Jianwei, Mr. Qin Hongwu and Ms. Luo Shanshan abstained from voting. Independent directors expressed independent opinions on the matter. For details, please refer to cninfo.com, the company's designated information disclosure website（ http://www.cn.info.com.cn. ）。 This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
16. The meeting deliberated and adopted the proposal on using self owned funds and some idle raised funds to purchase financial products with 9 votes in favor, 0 votes against and 0 abstentions;
For details of the announcement on using self owned funds and some idle raised funds to purchase financial products, see the company's information disclosure media China Securities News, securities times and cninfo.com, the company's designated information disclosure website（ http://www.cn.info.com.cn. ）。
The recommendation institution and independent directors expressed their opinions on the matter. For details, please refer to cninfo.com, the company's designated information disclosure website（ http://www.cn.info.com.cn. ）。
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
17. The meeting deliberated and adopted the proposal on convening the 2021 annual general meeting of shareholders with 9 affirmative votes, 0 negative votes and 0 abstention.
For details of the notice on convening the 2021 annual general meeting of shareholders, please refer to the company's information disclosure media China Securities Journal, securities times and cninfo.com (http:
