Securities code: 688368 securities abbreviation: Shanghai Bright Power Semiconductor Co.Ltd(688368) Announcement No.: 2022-005 Shanghai Bright Power Semiconductor Co.Ltd(688368)
Announcement of resolutions of the 21st Meeting of the second board of supervisors
The board of supervisors and all supervisors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear legal liabilities for the authenticity, accuracy and integrity of its contents according to law.
1、 Meetings of the board of supervisors
The 21st Meeting of the second board of supervisors of Shanghai Bright Power Semiconductor Co.Ltd(688368) (hereinafter referred to as "the company") was notified to all supervisors by e-mail and personal delivery on February 13, 2022, and the meeting was held by on-site meeting on February 23, 2022.
The meeting was presided over by Ms. Liu Qiufeng, chairman of the board of supervisors. There were 3 supervisors who should participate in the voting and 3 supervisors who actually participated in the voting. The convening and convening procedures of this meeting of the board of supervisors comply with the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of association, and the resolutions made are legal and effective.
2、 Deliberation at the meeting of the board of supervisors
The following proposals were considered and approved by the voting of the supervisors attending the meeting:
(I) deliberated and passed the proposal on the work report of the board of supervisors in 2021
Voting results: 3 in favor, 0 against and 0 abstention.
In 2021, the board of supervisors of the company strictly followed the company law of the people's Republic of China (hereinafter referred to as the "company law") and the securities law of the people's Republic of China (hereinafter referred to as the "Securities Law") Laws, regulations and normative documents such as the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange, the governance standards of listed companies, the self regulatory guidelines for companies listed on the science and Innovation Board of Shanghai Stock Exchange No. 1 - standardized operation, the articles of association of Shanghai Bright Power Semiconductor Co.Ltd(688368) (hereinafter referred to as the "articles of association"), the rules of procedure of Shanghai Bright Power Semiconductor Co.Ltd(688368) board of supervisors and other relevant provisions, and earnestly perform their duties, It has exercised the supervision function on the company's business activities, financial status, major decisions, performance of duties of directors and senior executives, effectively safeguarded the interests of the company and shareholders' rights and interests, and effectively promoted the standardized operation and healthy development of the company.
The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
Voting results: 3 in favor, 0 against and 0 abstention.
The board of supervisors issued the following audit opinions on the company's 2021 annual report and Abstract: (1) the preparation and audit procedures of the company's 2021 annual report comply with relevant laws and regulations, relevant requirements of China Securities Regulatory Commission and Shanghai Stock Exchange, and comply with the provisions of the articles of association and the company's internal management system; (2) The content and format of the 2021 annual report comply with the requirements of the notice on the disclosure of 2021 annual report of companies listed on the science and innovation board and other relevant regulations issued by the CSRC and Shanghai Stock Exchange. The company's 2021 annual report fairly reflects the company's financial situation and operating results in 2021; (3) All supervisors guarantee that the contents of the 2021 annual report of the company are true, accurate and complete, and there are no false records, misleading statements or major omissions, and bear individual and joint legal liabilities; (4) Before putting forward this opinion, it is not found that the personnel and reviewers involved in the preparation of the company's 2021 annual report have violated the confidentiality provisions. The board of supervisors unanimously agreed to the report.
The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
For details of the above proposal, the company made a statement on the website of Shanghai Stock Exchange (www.sse. Com. CN.) on February 24, 2022 The annual report of Shanghai Bright Power Semiconductor Co.Ltd(688368) 2021 and its abstract disclosed on the.
(III) deliberated and passed the proposal on the financial final accounts report of 2021
Voting results: 3 in favor, 0 against and 0 abstention.
In 2021, the company achieved a main business income of 230.18765 million yuan, a year-on-year increase of 108.75%; The net profit attributable to the shareholders of the listed company was 677.4207 million yuan, a year-on-year increase of 883.72%. The net profit attributable to shareholders of listed companies after deducting non recurring profits and losses was 578513300 yuan, a year-on-year increase of 1993.67%.
In 2021, the company launched two restricted stock incentive plans. Together with the restricted stock incentive plans launched by the company over the years, the listed company undertook the share payment fee of 156232500 yuan this year. After excluding the impact of share payment, the net profit attributable to the shareholders of the listed company in 2021 was 81802990 yuan, a year-on-year increase of 452.17%, The net profit attributable to shareholders of listed companies after deducting non recurring profits and losses was 719.1226 million yuan, a year-on-year increase of 572.61%.
As of December 31, 2021, the total assets of the company were 2766435700 yuan, a year-on-year increase of 69.97%; The net assets attributable to shareholders of listed companies were 1906956300 yuan, a year-on-year increase of 51.47%.
The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
(IV) deliberated and passed the proposal on the evaluation report on internal control in 2021
Voting results: 3 in favor, 0 against and 0 abstention.
For details of the above proposal, the company made a statement on the website of Shanghai Stock Exchange (www.sse. Com. CN.) on February 24, 2022 Internal control evaluation report of Shanghai Bright Power Semiconductor Co.Ltd(688368) 2021 disclosed on the.
(V) deliberated and passed the proposal on the special report on the deposit and actual use of raised funds in 2021
Voting results: 3 in favor, 0 against and 0 abstention.
The special report on the deposit and actual use of Shanghai Bright Power Semiconductor Co.Ltd(688368) raised funds in 2021 complies with the relevant provisions of the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies, the guidelines for the self discipline supervision of listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 - standardized operation, and the company's measures for the management of Shanghai Bright Power Semiconductor Co.Ltd(688368) raised funds. During the reporting period, the company made special account storage and special use of the raised funds, timely fulfilled the obligation of information disclosure, and there was no case of changing the purpose of the raised funds in a disguised manner and damaging the interests of shareholders, and there was no case of illegal use of the raised funds.
For details of the above proposal, the company made a statement on the website of Shanghai Stock Exchange (www.sse. Com. CN.) on February 24, 2022 Special report on the deposit and actual use of Shanghai Bright Power Semiconductor Co.Ltd(688368) raised funds in 2021 disclosed on the.
(VI) deliberated and passed the proposal on the company's profit distribution plan for 2021
Voting results: 3 in favor, 0 against and 0 abstention.
Based on the total share capital registered on the date of equity distribution registration in 2021, the company plans to distribute a cash dividend of RMB 40 (tax included) for every 10 shares to all shareholders, with a total cash dividend of RMB 248120320.00 (tax included), accounting for 36.63% of the company's net profit attributable to shareholders of Listed Companies in 2021.
The company will not convert capital reserve into share capital and will not give bonus shares this year. The amount of cash distribution in the profit distribution of 2021 is temporarily calculated based on the total share capital of 62030080 shares on the disclosure date of the company's 2021 annual report. The total amount of cash dividends actually distributed will be calculated based on the total share capital on the registration date of dividends and dividends in 2021.
The board of supervisors believes that the annual profit distribution plan of the company in 2021 complies with the provisions of relevant laws and regulations and the articles of association, the decision-making procedure is legal, takes into account the current development of the company, the future development capital demand and the return on investment of shareholders, meets the development needs of the company, and fully considers the interests of all shareholders, There is no situation that damages the interests of the company's shareholders, especially the minority shareholders.
The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
For details of the above proposal, the company made a statement on the website of Shanghai Stock Exchange (www.sse. Com. CN.) on February 24, 2022 Announcement of Shanghai Bright Power Semiconductor Co.Ltd(688368) 2021 annual profit distribution plan disclosed on the.
(VII) deliberated and passed the proposal on continuing the appointment of accounting firms
Voting results: 3 in favor, 0 against and 0 abstention.
Lixin Accounting firm (special general partnership) diligently and conscientiously performed its duties in the company's 2021 audit, and objectively and fairly evaluated the company's financial situation and operating results. Therefore, the company plans to continue to employ Lixin Certified Public Accountants (special general partnership) as the company's annual audit institution in 2022 for one year. The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
For details of the above proposal, the company made a statement on the website of Shanghai Stock Exchange (www.sse. Com. CN.) on February 24, 2022 The Shanghai Bright Power Semiconductor Co.Ltd(688368) announcement on renewing the appointment of accounting firms disclosed on the.
(VIII) deliberated and passed the proposal on the remuneration plan of the company's supervisors in 2022
Voting results: 3 in favor, 0 against and 0 abstention.
The remuneration plan of the company's supervisors in 2022 is: the remuneration of the company's internal supervisors shall be determined according to the specific management positions they hold in the company, the provisions of the employment contract or labor contract established between the company and them, and the relevant remuneration management system of the company, and no additional supervisor allowance shall be received; External supervisors do not receive supervisor allowance. The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
(IX) deliberated and passed the proposal on the company's use of temporarily idle self owned funds to purchase financial products. The voting results: 3 in favor, 0 against and 0 abstention
In order to improve the use efficiency of the company's funds, make rational use of idle self owned funds, maintain capital liquidity, increase the company's income, and seek more return on investment for the company and shareholders, the company (including subsidiaries, the same below) is agreed to use temporary idle self owned funds of no more than 800 million yuan (including principal) without affecting the normal operation of the company, which has high safety Low risk financial products of financial institutions with good liquidity.
The content of the above proposal was posted on the website of Shanghai Stock Exchange on February 24, 2022 (www.sse. CN) The Shanghai Bright Power Semiconductor Co.Ltd(688368) announcement on using temporarily idle self owned funds to purchase financial products disclosed on the.
(x) deliberated and passed the proposal on daily connected transactions expected in 2022
Voting results: 3 in favor, 0 against and 0 abstention.
The board of supervisors believes that the company (including subsidiaries) expects to have daily related party transactions such as purchasing and selling products, providing and receiving labor services from related parties with the related party Shanghai Hanfeng Electronic Technology Co., Ltd. in 2022, which meets the needs of the company's daily production and operation business, follows the principles of fairness, impartiality and openness, and has fair pricing, which will not adversely affect the independence of the company, There is no situation that damages the interests of the company and all shareholders. The deliberation and voting procedures comply with the company law, the securities law and other laws and regulations as well as the relevant provisions of the articles of association.
For details of the above proposal, the company made a statement on the website of Shanghai Stock Exchange (www.sse. Com. CN.) on February 24, 2022 The announcement of Shanghai Bright Power Semiconductor Co.Ltd(688368) on daily connected transactions expected in 2022 disclosed on the.
（11） The proposal on using some over raised funds to permanently supplement working capital was deliberated and adopted
Voting results: 3 in favor, 0 against and 0 abstention
The board of supervisors believes that in accordance with the provisions of relevant laws, regulations and normative documents such as the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies, the Listing Rules of the science and Innovation Board of Shanghai Stock Exchange, the guidelines for the self-discipline supervision of listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 - standardized operation, On the premise of ensuring the construction fund demand of the raised funds, the company plans to use part of the over raised funds of 23 million yuan to permanently supplement the working capital, so as to meet the needs of the company's operation and development, improve the profitability of the company and meet the interests of all shareholders of the company.
The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
For details of the above proposal, the company made a statement on the website of Shanghai Stock Exchange (www.sse. Com. CN.) on February 24, 2022 The Shanghai Bright Power Semiconductor Co.Ltd(688368) announcement on using some over raised funds to permanently supplement working capital disclosed on the.
（12） The proposal on purchasing directors, supervisors and senior managers liability insurance was deliberated and adopted
Voting results: 3 in favor, 0 against and 0 abstention
The board of supervisors believes that the company's purchase of directors, supervisors and senior managers' liability insurance is conducive to improving the company's risk management system, promoting the relevant responsible personnel to fully exercise their rights and perform their duties, and protecting the rights and interests of the company and investors. Therefore, it agrees to purchase liability insurance for the directors, supervisors and senior managers of the company. The deliberation procedure of this matter is legal and compliant, and there is no situation that damages the interests of the company and all shareholders.
The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
For details of the above proposal, the company made a statement on the website of Shanghai Stock Exchange (www.sse. Com. CN.) on February 24, 2022 The Shanghai Bright Power Semiconductor Co.Ltd(688368) announcement on the purchase of directors, supervisors and senior managers' liability insurance disclosed on the.
It is hereby announced.
Shanghai Bright Power Semiconductor Co.Ltd(688368) board of supervisors
