Securities code: 002947 securities abbreviation: Suzhou Hengmingda Electronic Technology Co.Ltd(002947) Announcement No.: 2022-023 Suzhou Hengmingda Electronic Technology Co.Ltd(002947)
Announcement of the resolution of the 25th meeting of the second board of directors
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
1、 Meetings of the board of directors
The 25th meeting of the second board of directors of Suzhou Hengmingda Electronic Technology Co.Ltd(002947) (hereinafter referred to as “the company”) was held in the conference room of the company on February 21, 2022. The notice of this board meeting was issued on February 11, 2022. The meeting was held and voted by on-site combined with communication. Mr. Jing Shiping, chairman of the board, presided over the meeting. There were 9 directors who should participate in the voting and 9 directors who actually participated in the voting. All supervisors and senior managers attended the meeting as nonvoting delegates. The convening and holding of this meeting comply with the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
2、 Deliberations of the board meeting
（1） Proposal on deliberation of the full text and summary of the 2021 Annual Report
The contents contained in the full text and summary of the 2021 annual report of the company truly, accurately and completely reflect the actual situation of the company, and there are no false records, misleading statements or major omissions. The board of directors unanimously approved and agreed to report the full text and summary of the 2021 annual report to the public.
For details, please refer to the designated information disclosure media and cninfo (www.cn. Info. Com. CN.).
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
（2） Proposal on deliberation of 2021 financial final accounts report
The contents contained in the company’s 2021 annual financial statement truly, accurately and completely reflect the actual situation of the company, and there are no false records, misleading statements or major omissions. The board of directors unanimously approved and agreed to report the 2021 annual financial statement to the public.
For details, please refer to the designated information disclosure media and cninfo (www.cn. Info. Com. CN.).
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
（3） Deliberation on the proposal of 2021 internal control self evaluation report
The contents contained in the 2021 internal control self-evaluation report of the company truly, accurately and completely reflect the actual situation of the company, and there are no false records, misleading statements or major omissions. The board of directors unanimously approved and agreed to report the 2021 internal control self-evaluation report to the public.
For details, please refer to the designated information disclosure media and cninfo (www.cn. Info. Com. CN.).
Voting results: 9 in favor, 0 against and 0 abstention.
（4） Review the proposal of self inspection form for the implementation of internal control rules in 2021
The contents contained in the self inspection form for the implementation of internal control rules in 2020 truly, accurately and completely reflect the actual situation of the company. The board of directors unanimously approved and agreed to report the self inspection form for the implementation of internal control rules in 2021.
For details, please refer to the designated information disclosure media and cninfo (www.cn. Info. Com. CN.).
Voting results: 9 in favor, 0 against and 0 abstention.
（5） Deliberating the proposal on the plan for profit distribution and conversion of capital reserve into share capital in 2021
The board of directors considered that the company’s plan for profit distribution and capital reserve transfer to share capital in 2021 was in line with the company’s performance results and shareholders’ rights and interests, and agreed to submit the plan to the shareholders’ meeting for deliberation.
For details, please refer to the designated information disclosure media and cninfo (www.cn. Info. Com. CN.).
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
（6） Deliberation on the proposal of the special report on the deposit and actual use of raised funds in 2021
The contents contained in the special report on the deposit and actual use of raised funds in 2021 truly, accurately and completely reflect the actual situation of the company, and there are no false records, misleading statements or major omissions. The board of directors unanimously approved and agreed to report the special report on the deposit and actual use of raised funds in 2021 to the outside world.
For details, please refer to the designated information disclosure media and cninfo (www.cn. Info. Com. CN.).
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
（7） Proposal on reviewing the work report of the board of directors in 2021
In 2021, the board of directors of the company carried out corporate governance in strict accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China and other laws and regulations, as well as the articles of association, rules of procedure of the board of directors and other rules and regulations. The 2021 annual work report of the board of directors of the company truly and accurately reflected the progress and achievements of relevant work during the reporting period, The board of directors unanimously approved and agreed to publish the work report of the board of directors in 2021.
For details, please refer to the designated information disclosure media and cninfo (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.
（8） Deliberation on the proposal of the report on work of independent directors in 2021
The board of Directors believes that the 2021 report on the work of independent directors submitted by Ms. Xu Caiying, Mr. Cao Zheng and Mr. Hu Youchun truly reflects the actual work of independent directors of the company in 2021. The board of directors unanimously approved and agreed to report the 2021 report on the work of independent directors to the public.
For details, please refer to the designated information disclosure media and cninfo (www.cn. Info. Com. CN.).
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
（9） Review the proposal of 2021 general manager’s work report
During 2021, the general manager and management of the company well implemented the resolutions of the board of directors and the general meeting of shareholders. After deliberation, the board of directors of the company agreed that the work report of the general manager in 2021 objectively and truly summarized the work of the general manager in 2021. Voting results: 9 in favor, 0 against and 0 abstention.
（10） Deliberating the proposal on the remuneration scheme of directors, supervisors and senior managers in 2022
The board of directors agreed to report to the public and submit the company’s high remuneration plan for directors and supervisors in 2022 to the general meeting of shareholders.
For details, please refer to the designated information disclosure media and cninfo (www.cn. Info. Com. CN.).
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
（11） Review the proposal on confirming the daily connected transactions in 2021 and the daily connected transactions expected in 2022
The related party transactions of the company in 2021 are carried out based on the business needs of the company, which are necessary and do not exceed the considered estimated transaction amount. The board of directors confirmed that the pricing of these related party transactions was fair and there was no situation affecting the independence of the company, and estimated that the daily related party transactions between the company and related parties in 2022 would not exceed 16.76 million yuan.
For details, please refer to the designated information disclosure media and cninfo (www.cn. Info. Com. CN.).
Voting results: 5 in favor, 0 against and 0 abstention; Chairman Mr. Jing Shiping, director Ms. Jing Jingping, director Mr. Jing Tianping and director Ms. Xia Chen avoided voting as related parties.
（12） Deliberating the proposal on the transfer of part of real estate and land and related party transactions by wholly-owned subsidiaries
According to the production and operation plan of Huizhou Suzhou Hengmingda Electronic Technology Co.Ltd(002947) Electronic Technology Co., Ltd., a wholly-owned subsidiary, Guangdong Shengrui New Material Technology Co., Ltd. plans to invest in the purchase of some land use rights and aboveground attached buildings held by Huizhou Suzhou Hengmingda Electronic Technology Co.Ltd(002947) with a total transfer price of 24.945 million yuan. The matter is in line with the company’s development plan and the transaction price is fair. The board of directors agreed to the transaction.
For details, please refer to the designated information disclosure media and cninfo (www.cn. Info. Com. CN.).
Voting results: 5 in favor, 0 against and 0 abstention; Chairman Mr. Jing Shiping, director Ms. Jing Jingping, director Mr. Jing Tianping and director Ms. Xia Chen avoided voting as related parties.
（13） Deliberating the proposal on reappointment of audit institutions in 2022
Tianjian Certified Public Accountants (special general partnership) has the qualification of securities and futures related business audit, has many years of experience and ability to provide audit services for listed companies, and can meet the requirements of the company’s financial audit. The board of directors agreed to continue to appoint Tianjian Certified Public Accountants (special general partnership) as the company’s audit institution in 2022.
For details, please refer to the designated information disclosure media and cninfo (www.cn. Info. Com. CN.).
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
（14） Deliberating the proposal on the application of the company and its subsidiaries for comprehensive credit line from the bank in 2022
It is agreed that the company and its subsidiaries apply to banks and other financial institutions for comprehensive credit of no more than RMB 1 billion in 2022. The credit term is effective within 12 months from the date of deliberation and approval by the general meeting of shareholders, and the credit line can be recycled within the credit term.
For details, please refer to the designated information disclosure media and cninfo (www.cn. Info. Com. CN.).
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
（15） Deliberating the proposal on Amending the articles of Association
The board of directors agreed to amend the relevant provisions of the articles of association. For details, please refer to the designated information disclosure media and cninfo (www.cn. Info. Com. CN.).
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
（16） Deliberating the proposal on formulating the detailed rules for the implementation of the company’s solicitation of voting rights
It is agreed that the company shall formulate the implementation rules for soliciting voting rights in accordance with relevant regulations and requirements and in combination with the actual situation of the company.
For details, please refer to the designated information disclosure media and cninfo (www.cn. Info. Com. CN.).
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
（17） Deliberating the proposal on Revising the working system of independent directors of the company
It is agreed that the company will revise the working system of independent directors according to relevant regulations and requirements and in combination with the actual situation of the company. For details, please refer to the designated information disclosure media and cninfo (www.cn. Info. Com. CN.).
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
（18） Deliberating the proposal on Amending the company’s registration and management system for insiders
It is agreed that the company will revise the registration management system for insiders according to relevant regulations and requirements and in combination with the actual situation of the company.
For details, please refer to the designated information disclosure media and cninfo (www.cn. Info. Com. CN.).
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
（19） Deliberating the proposal on Amending the company’s measures for the administration of raised funds
It is agreed that the company will revise the measures for the management of raised funds in accordance with relevant regulations and requirements and in combination with the actual situation of the company.
For details, please refer to the designated information disclosure media and cninfo (www.cn. Info. Com. CN.).
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
（20） Deliberating the proposal on Amending the company’s measures for the administration of the holding of shares of the company by directors, supervisors and senior managers and their changes
It is agreed that the company will revise the measures for the administration of shares held by directors, supervisors and senior managers and their changes in accordance with relevant regulations and requirements and in combination with the actual situation of the company.
For details, please refer to the designated information disclosure media and cninfo (www.cn. Info. Com. CN.).
Voting results: 9 in favor, 0 against and 0 abstention.
（21） Deliberating the proposal on changes in accounting policies
Agree to the corresponding changes made by the company in accordance with the latest accounting standards revised and issued by the Ministry of finance. The changed accounting policies can objectively and fairly reflect the financial status and operating results of the company, comply with relevant regulations and the actual situation of the company, and there is no damage to the interests of the company and shareholders.
For details, please refer to the designated information disclosure media and cninfo (www.cn. Info. Com. CN.).
Voting results: 9 in favor, 0 against and 0 abstention.
（22） Deliberating the proposal on convening the 2021 annual general meeting of shareholders
According to the company law of the people’s Republic of China and other relevant laws and regulations and the relevant provisions of the articles of association, the company is scheduled to hold the 2021 annual general meeting of shareholders on March 14, 2022 by combining on-site voting and online voting.
For details, please refer to the designated information disclosure media and cninfo (www.cn. Info. Com. CN.).
Voting results: 9 in favor, 0 against and 0 abstention.
It is hereby announced.
Suzhou Hengmingda Electronic Technology Co.Ltd(002947) board of directors
February 21, 2022
