Stock Code: 002138 stock abbreviation: Shenzhen Sunlord Electronics Co.Ltd(002138) No.: 2022-011 Shenzhen Sunlord Electronics Co.Ltd(002138)
Announcement of resolutions of the 15th meeting of the 6th 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.
The notice of the 15th meeting of the sixth board of directors (hereinafter referred to as “the meeting”) of Shenzhen Sunlord Electronics Co.Ltd(002138) (hereinafter referred to as “the company”) was delivered by telephone, fax or e-mail on February 14, 2022. The meeting was held at 14:00 p.m. on February 24, 2022 in the conference room on the 5th floor of Building D of the company by on-site and communication. The meeting was presided over by Chairman yuan Jinyu. There were 9 directors who should attend the meeting and 9 directors who actually attended the meeting (among them, Mr. Shi Hongyang, independent director Ms. Gu Qun, Mr. Li Xiao, Mr. Wang Tianguang, Ms. Lu Xiaoyan and Mr. Wang Zhan participated in the voting of the meeting by means of communication), and all supervisors and senior executives attended the meeting. The convening and convening of the meeting comply with the relevant provisions of the company law and the articles of association, and the resolutions are legal and effective.
The meeting considered and adopted the following proposals:
1、 The proposal on the president’s work report in 2021 was deliberated and adopted;
Voting result: 9 affirmative votes; No negative vote; There were no abstentions.
2、 Deliberated and adopted the proposal on the work report of the board of directors in 2021;
Voting result: 9 affirmative votes; No negative vote; There were no abstentions.
The full text of the work report of the board of directors in 2021 was published on cninfo.com on February 26, 2022（ http://www.cn.info.com.cn. ）For investors.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
3、 The proposal on the 2021 annual report of independent directors was deliberated and adopted;
Ms. Gu Qun, Mr. Li Xiao, Mr. Wang Tianguang, Ms. Lu Xiaoyan and Mr. Wang Zhan, the independent directors of the company, submitted the 2021 annual report of independent directors to the board of directors and will report on their work at the 2021 annual general meeting of shareholders of the company.
Voting result: 9 affirmative votes; No negative vote; There were no abstentions.
The full text of the 2021 annual report of independent directors was published on cninfo.com on February 26, 2022（ http://www.cn.info.com.cn. ）For investors.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
4、 Deliberated and passed the proposal on the financial statement report of 2021;
Voting result: 9 affirmative votes; No negative vote; There were no abstentions.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
5、 The proposal on the company’s profit distribution plan for 2021 was reviewed and approved;
Voting result: 9 votes; No negative vote; There were no abstentions.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
1. According to the standard unqualified audit report issued by Rongcheng certified public accountants, the company (parent company) achieved a net profit of 511067539.32 yuan in 2021. According to the relevant provisions of the articles of association, the statutory surplus reserve of 10% of the net profit was 51106753.93 yuan, and the profit available for distribution was 1756323620.72 yuan.
2. The company plans to distribute a cash dividend of 3 yuan (including tax) to all shareholders for every 10 shares based on the total issued share capital of 806318354 shares on December 31, 2021 and the share capital of 800208254 shares after deducting 6110100 shares held in the repurchase account. In this year, no shares will be distributed and no capital reserve will be converted into share capital. If the total share capital of the company changes before the implementation of this profit distribution plan, the company will keep the proportion of profit distribution per 10 shares unchanged and change the total profit distribution accordingly.
3. The total amount of the company’s accumulated cash dividends in the last three years is RMB 879.2916 million, and the average annual distributable profit realized in the last three years is RMB 147.1087 million, accounting for 59.77%, which is no less than 30% of the average annual distributable profit realized in the last three years, which is in line with the notice on further implementation of matters related to cash dividends of listed companies issued by the CSRC The relevant provisions on cash dividends in the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies and the articles of association are in line with the company’s shareholder dividend return plan, and there is no situation that damages the interests of the company’s shareholders, especially small and medium-sized shareholders.
The independent directors of the company have expressed independent opinions on this proposal, and the board of supervisors of the company has issued review opinions on this proposal. For details, please refer to cninfo.com on February 26, 2022（ http://www.cn.info.com.cn. ）。 6、 Deliberated and passed the proposal on the self-evaluation report on internal control in 2021;
Voting result: 9 affirmative votes; No negative vote; There were no abstentions.
The 2021 internal control evaluation report was published on cninfo.com on February 26, 2022（ http://www.cn.info.com.cn. ）For investors.
The independent directors of the company have expressed independent opinions on this proposal, and the board of supervisors of the company has issued review opinions on this proposal. For details, please refer to cninfo.com on February 26, 2022（ http://www.cn.info.com.cn. ）。 7、 Deliberated and passed the proposal on renewing the appointment of accounting firms;
Voting result: 9 affirmative votes; No negative vote; There were no abstentions.
The audit committee of the board of directors checked the work of the annual audit accountants in 2021 and their professional quality, and made a comprehensive and objective evaluation. It is considered that the auditors of Rongcheng Certified Public Accountants (special general partnership) strictly abide by the code of professional ethics, work seriously and rigorously, and have high comprehensive quality in the process of providing audit services for the company, The reports issued can objectively and truly reflect the financial situation and operating results of the company.
According to the articles of association and the special system for the selection and employment of accounting firms and other relevant provisions, the audit committee of the board of directors of the company approved to continue to employ Rongcheng accounting firm (special general partnership) as the audit institution of the company and its subsidiaries in 2022. It is estimated that the audit fee in 2022 will not exceed 950000 yuan, The annual report audit fee shall not exceed 900000 yuan, and the internal control audit fee shall not exceed 50000 yuan.
The independent directors of the company expressed their prior approval and independent opinions on the renewal of the company’s audit institution in 2022, and the board of supervisors of the company issued audit opinions on this proposal. For details, please refer to cninfo.com（ http://www.cn.info.com.cn. ）。
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
8、 Deliberated and passed the proposal on the annual report of 2021 and the summary of the annual report of 2021; Voting result: 9 affirmative votes; No negative vote; There were no abstentions.
The summary of 2021 annual report was published in the securities times and cninfo on February 26, 2022（ http://www.cn.info.com.cn. ）, the 2021 annual report was published on cninfo.com on February 26, 2022（ http://www.cn.info.com.cn. ）For investors. The board of supervisors of the company has issued review opinions on this proposal. Please refer to cninfo.com on February 26, 2022 for details（ http://www.cn.info.com.cn. ）Review opinions of the board of supervisors on relevant matters.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
9、 Deliberated and passed the proposal on the remuneration of directors of the company;
According to the company’s basic system for remuneration management of senior executives, the remuneration received by directors and senior executives from the company in 2021 is as follows (all directors did not participate in the voting on their own remuneration):
1. The annual salary of Mr. Yuan Jinyu, chairman of the company in 2021 is RMB 2 million (including tax); Voting result: 8 affirmative votes; No negative vote; There were no abstentions.
2. The annual salary of Mr. Shi Hongyang, director and President of the company in 2021 is RMB 1.67 million (including tax); Voting result: 8 affirmative votes; No negative vote; There were no abstentions.
3. The annual salary of Mr. Li Youyun, director and executive vice president of the company in 2021 is RMB 1.67 million (including tax);
Voting result: 8 affirmative votes; No negative vote; There were no abstentions.
4. The annual salary of Mr. Yuan Cong, the director of the company in 2021 is RMB 900000 (including tax);
Voting result: 8 affirmative votes; No negative vote; There were no abstentions.
5. The annual salary of Ms. Gu Qun, the independent director of the company in 2021 is RMB 100000 (including tax);
Voting result: 8 affirmative votes; No negative vote; There were no abstentions.
6. The annual salary of Mr. Li Xiao, the independent director of the company in 2021 is RMB 100000 (including tax);
Voting result: 8 affirmative votes; No negative vote; There were no abstentions.
7. The annual salary of Mr. Wang Tianguang, the independent director of the company in 2021 is RMB 100000 (including tax); Voting result: 8 affirmative votes; No negative vote; There were no abstentions.
8. The annual salary of Ms. Lu Xiaoyan, the independent director of the company in 2021 is RMB 100000 (including tax); Voting result: 8 affirmative votes; No negative vote; There were no abstentions.
9. The annual salary of Mr. Wang Zhan, the independent director of the company in 2021 is RMB 100000 (including tax);
Voting result: 8 affirmative votes; No negative vote; There were no abstentions.
The independent directors of the company have expressed independent opinions on this proposal. For details, please refer to cninfo.com on February 26, 2022（ http://www.cn.info.com.cn. ）。
The remuneration of the company’s directors still needs to be submitted to the 2021 annual general meeting for deliberation.
10、 The proposal on remuneration of senior managers was deliberated and adopted
1. The annual salary of Mr. Li Yu, vice president of the company in 2021 is RMB 1.16 million (including tax);
Voting result: 9 affirmative votes; No negative vote; There were no abstentions.
2. The annual salary of Mr. Gao Haiming, vice president of the company in 2021 is RMB 1.16 million (including tax); Voting result: 9 affirmative votes; No negative vote; There were no abstentions.
3. The annual salary of Mr. Li Jiakai, vice president of the company in 2021 is RMB 1.16 million (including tax); Voting result: 9 affirmative votes; No negative vote; There were no abstentions.
4. The annual salary of Mr. Guo Hai, the chief engineer of the company in 2021 is RMB 1.16 million (including tax); Voting result: 9 affirmative votes; No negative vote; There were no abstentions.
5. The annual salary of Mr. Xu Jia, chief financial officer of the company in 2021 is RMB 1.16 million (including tax). Voting result: 9 affirmative votes; No negative vote; There were no abstentions.
6. The annual salary of Ms. Xu Zuhua, Secretary of the board of directors of the company in 2021 is RMB 900000 (including tax). Voting result: 9 affirmative votes; No negative vote; There were no abstentions.
The independent directors of the company have expressed independent opinions on this proposal. Please refer to cninfo.com on February 26, 2022 for details（ http://www.cn.info.com.cn. ）Independent opinions of independent directors on relevant matters.
11、 The proposal on the disposal of some fixed assets was deliberated and adopted;
Voting result: 9 affirmative votes; No negative vote; There were no abstentions.
The company disposes of a batch of scrapped fixed assets, with a total disposal profit and loss of RMB 5408284.94. This batch of fixed assets can no longer meet the use requirements or have no transformation value, so it applies for scrapping.
The independent directors of the company have expressed independent opinions on this proposal, and the board of supervisors of the company has issued review opinions on this proposal. For details, please refer to cninfo.com on February 26, 2022（ http://www.cn.info.com.cn. ）。 12、 The proposal on the statistics of the company’s daily connected transactions in 2021 and the prediction of daily connected transactions in 2022 was reviewed and approved;
Voting result: 8 affirmative votes; No negative vote; There were no abstentions. (Mr. Shi Hongyang, the director, did not participate in the voting of this matter because he was a director of an affiliated company)
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
The announcement on the statistics of the company’s daily connected transactions in 2021 and the forecast of daily connected transactions in 2022 was published in the securities times and cninfo.com on February 26, 2022（ http://www.cn.info.com.cn. ）For investors.
The independent directors of the company issued their prior approval opinions and independent opinions, and the board of supervisors of the company issued review opinions on this proposal. For details, see 2022
