Securities code: 688368 securities abbreviation: Shanghai Bright Power Semiconductor Co.Ltd(688368) Announcement No.: 2022-004 Shanghai Bright Power Semiconductor Co.Ltd(688368)
Announcement of resolutions of the 21st Meeting of the second 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
The 21st Meeting of the second board of directors of Shanghai Bright Power Semiconductor Co.Ltd(688368) (hereinafter referred to as "the company") was notified to all directors by e-mail and personal delivery on February 13, 2022, and the meeting was held by communication on February 23, 2022.
The meeting was presided over by Mr. Hu Liqiang, chairman of the board. There were 7 directors who should participate in the voting and 7 directors who actually participated in the voting. The convening and convening procedures of this board meeting 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、 Deliberations of the board meeting
The following proposals were considered and adopted by the voting of the directors present at the meeting:
(I) deliberated and passed the proposal on the work report of the general manager in 2021
Voting results: 7 in favor, 0 against and 0 abstention.
(II) deliberated and passed the proposal on the work report of the board of directors in 2021
Voting results: 7 in favor, 0 against and 0 abstention.
In 2021, the board of directors 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 standards for the governance 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 directors and other relevant provisions, From the perspective of earnestly safeguarding the interests of the company and the rights and interests of the majority of shareholders, earnestly perform the responsibilities entrusted to the board of directors by the general meeting of shareholders, actively promote the scientific decision-making and standardized operation of the board of directors, constantly standardize the corporate governance structure of the company, timely fulfill the obligation of information disclosure, and ensure the healthy and stable development of the company.
The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
(III) deliberated and passed the proposal on the work report of independent directors in 2021
Voting results: 7 in favor, 0 against and 0 abstention.
In 2021, the independent directors of the company strictly complied with relevant laws and regulations such as the company law, the securities law, the rules for independent directors of listed companies, the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange, and the self regulatory guidelines for listed companies on the science and innovation board of Shanghai Stock Exchange No. 1 - standardized operation In accordance with the provisions of the normative documents and the Shanghai Bright Power Semiconductor Co.Ltd(688368) articles of association and the detailed rules for the work of independent directors, they are diligent and responsible, pay timely attention to the operation of the company, actively participate in the meetings of the general meeting of shareholders, the board of directors and the special committees of the board of directors, carefully consider various proposals, express independent opinions on relevant proposals, ensure the independence of the exercise of duties, and effectively safeguard the interests of the company and all shareholders, Especially the legitimate rights and interests of minority shareholders.
The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) on February 24, 2022 Report on the work of independent directors in Shanghai Bright Power Semiconductor Co.Ltd(688368) 2021 disclosed on the.
(IV) deliberated and adopted the proposal on the performance report of the audit committee of the board of directors in 2021
Voting results: 7 in favor, 0 against and 0 abstention.
In 2021, the audit committee of the board of directors strictly complied with laws and regulations such as the guidelines for self discipline supervision of companies listed on the science and Innovation Board of Shanghai Stock Exchange No. 1 - standardized operation, the governance standards of listed companies, the Listing Rules of the science and Innovation Board of Shanghai Stock Exchange, etc The regulatory documents, the articles of association and the Shanghai Bright Power Semiconductor Co.Ltd(688368) rules of procedure of the audit committee of the board of directors have conscientiously performed the duties of supervision and verification of the audit committee based on the principle of diligence.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) on February 24, 2022 Report on the performance of Shanghai Bright Power Semiconductor Co.Ltd(688368) 2021 Audit Committee of the board of directors disclosed on the.
(V) deliberation and approval of the proposal on the annual report and summary of 2021
Voting results: 7 in favor, 0 against and 0 abstention
The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) on February 24, 2022 The Shanghai Bright Power Semiconductor Co.Ltd(688368) 2021 annual report and its summary disclosed on the.
(VI) deliberated and passed the proposal on the financial statement report of 2021
Voting results: 7 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.
(VII) deliberated and passed the proposal on the evaluation report on internal control in 2021
Voting results: 7 in favor, 0 against and 0 abstention
The independent directors of the company expressed their consent to the proposal.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) on February 24, 2022 The Shanghai Bright Power Semiconductor Co.Ltd(688368) 2021 annual internal control evaluation report disclosed on the.
(VIII) deliberated and passed the proposal on the special report on the deposit and actual use of raised funds in 2021
Voting results: 7 in favor, 0 against and 0 abstention
The board of Directors believes that during the reporting period, the company made special account storage and special use of the raised funds, and timely fulfilled the obligation of information disclosure. 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 and the company's measures for the management of raised funds, and there is no change in the purpose of raised funds and damage to the interests of shareholders, There is no illegal use of the raised funds. The independent directors of the company expressed their consent to the proposal.
For details, please refer to 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.
(IX) deliberated and passed the proposal on the company's profit distribution plan for 2021
Voting results: 7 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 independent directors of the company expressed their consent to the proposal.
The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) on February 24, 2022 Announcement on Shanghai Bright Power Semiconductor Co.Ltd(688368) 2021 annual profit distribution plan disclosed on the.
(x) deliberated and passed the proposal on renewing the appointment of accounting firms
Voting results: 7 in favor, 0 against and 0 abstention
As the company's 2021 audit institution, 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 independent directors of the company gave their prior approval and consent to the proposal.
The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
For details, please refer to 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.
（11） The proposal on the 2022 annual remuneration plan of the company's directors was deliberated and adopted
Voting results: 7 in favor, 0 against and 0 abstention
The remuneration plan of the company's directors in 2022 is: the remuneration of internal directors shall be determined according to the relevant remuneration management system of the company based on the provisions of the employment contract or labor contract established between themselves and the company, and no director's remuneration shall be paid separately. Independent directors and external directors do not enjoy other income and social security benefits in the company. The remuneration is only paid to independent directors. The board of directors determines that the remuneration of independent directors is RMB 120000 per year (before tax) according to the risk responsibility and market remuneration level of independent directors.
The independent directors of the company expressed their consent to the proposal.
The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
（12） Deliberated and passed the proposal on the 2022 annual salary plan for senior managers of the company
Voting results: 7 in favor, 0 against and 0 abstention
The remuneration plan of the company's senior managers in 2022 includes two parts: fixed salary and performance bonus. The performance bonus is linked to the completion of the company's annual business indicators and personal performance evaluation.
The independent directors of the company expressed their consent to the proposal.
（13） The proposal on the company's use of temporarily idle self owned funds to purchase financial products was deliberated and adopted. The voting results: 7 in favor, 0 against and 0 abstention
Under the condition of ensuring that the normal production and operation of the company and the safety of funds are not affected, it is agreed that the company (including subsidiaries, the same below) shall use temporarily idle self owned funds of no more than RMB 800 million (including principal) from the date of deliberation and approval of the board of directors to the date of deliberation and approval of new quota matters in the next year, which has high safety For low-risk financial products of financial institutions with good liquidity, the above quota can be recycled within the validity period.
Meanwhile, the board of directors is requested to authorize the chairman of the company to exercise the decision-making power and sign relevant contracts, agreements and other documents. The specific matters shall be organized and implemented by the financial department of the company.
The independent directors of the company expressed their consent to the proposal.
For details, please refer to 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 temporarily idle self owned funds to purchase financial products disclosed on the.
（14） Deliberated and passed the proposal on the company's bill pool business
Voting results: 7 in favor, 0 against and 0 abstention
According to the needs of business operation, the company will continue to use bill settlement business in its daily operation. In order to strengthen the management of bill business, prevent capital risks and improve the efficiency of bill business, the company plans to continue to carry out the bill pool business with a total amount of no more than 200 million yuan in 2022. The amount can be recycled for a period of no more than three years from the date of deliberation and approval by the board of directors. At the same time, the board of directors is requested to authorize the chairman to go through relevant procedures according to business needs when each bill pool business occurs.
（15） The proposal on applying to the bank for comprehensive credit line in 2022 was deliberated and adopted
Voting results: 7 in favor, 0 against and 0 abstention
In order to meet the needs of the company's production, operation and development and ensure the normal development of the company's business, the company and its subsidiaries plan to apply for comprehensive credit from banks and other financial institutions in 2022, with a total amount of no more than RMB 120 million. Comprehensive credit varieties include but are not limited to loans, acceptance bills, discounts, letters of credit, documentary bills, letter of guarantee, payment agency, factoring, etc.
The credit line can be recycled from the date of approval by the board of directors to the date of approval of new credit line matters by the board of directors in the next year, which shall be subject to the credit contract signed between the company and its subsidiaries and each bank.
（16） Deliberated and adopted the report on daily connected transactions in 2022
