Stock Code: 002138 stock abbreviation: Shenzhen Sunlord Electronics Co.Ltd(002138) No.: 2022-013 Shenzhen Sunlord Electronics Co.Ltd(002138)
Announcement on the resolutions of the 14th meeting of the 6th board of supervisors
The company and all members of the board of supervisors guarantee that the contents of the announcement are true, accurate and complete, and are jointly and severally liable for false records, misleading statements or major omissions in the announcement.
The 14th meeting of the 6th board of supervisors of Shenzhen Sunlord Electronics Co.Ltd(002138) (hereinafter referred to as "the company" and "the company") was notified to all supervisors by e-mail and fax on February 14, 2022. The meeting was held on site at 15:00 p.m. on February 24, 2022 in the conference room on the 5th floor of Building D of the company. There were 3 supervisors who should attend the meeting and 3 supervisors who actually attended the meeting, The meeting was presided over by Mr. Huang Ping, chairman of the board of supervisors. The convening and convening procedures 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、 Deliberated and passed the proposal on the work report of the board of supervisors in 2021;
Voting result: 3 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.
2、 Deliberated and passed the proposal on the financial statement report of 2021;
Voting result: 3 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.
3、 The proposal on the profit distribution plan for 2021 was reviewed and approved;
Voting result: 3 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.
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 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.
4、 Deliberated and passed the proposal on the self-evaluation report on internal control in 2021;
The board of supervisors believes that after verification, the company has established a relatively perfect internal control system and can be effectively implemented. The company's internal control evaluation report truly and objectively reflects the construction and operation of the company's internal control system.
Voting result: 3 affirmative votes; No negative vote; There were no abstentions.
5、 Deliberated and passed the proposal on renewing the appointment of accounting firms;
Voting result: 3 affirmative votes; No negative vote; There were no abstentions.
The board of supervisors of the company issued audit opinions on the renewal of the employment of Rongcheng Certified Public Accountants (special general partnership). See cninfo.com for details（ http://www.cn.info.com.cn. ）。
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
6、 Deliberated and passed the proposal on the annual report of 2021 and the summary of the annual report of 2021; After review, the board of supervisors believes that the procedures for the preparation and review of the Shenzhen Sunlord Electronics Co.Ltd(002138) 2021 annual report by the board of directors comply with laws, administrative regulations and the provisions of the CSRC. The contents of the report truly, accurately and completely reflect the actual situation of the listed company, and there are no false records, misleading statements or major omissions. Voting result: 3 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.
7、 Deliberated and passed the proposal on the remuneration of supervisors of the company;
The remuneration received by supervisors from the company in 2021 is as follows (all supervisors avoid voting on their remuneration): 1. The annual remuneration of Mr. Huang Ping, chairman of the board of supervisors of the company in 2021 is RMB 100000 (including tax);
Voting result: 2; No negative vote; There were no abstentions.
2. The annual salary of Mr. Huang Yanbing, the supervisor of the company, in 2021 is RMB 900000 (including tax).
Voting result: 2 affirmative votes; No negative vote; There were no abstentions.
3. The annual salary of Ms. Zhou Donglan, the supervisor of the company, in 2021 is 150000 yuan (including tax);
Voting result: 2 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.
8、 The proposal on the disposal of some fixed assets was deliberated and adopted;
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.
After review, the board of supervisors believes that the resolution of the board of directors on the disposal of some fixed assets complies with relevant national accounting regulations, conforms to the actual situation of the company, and the decision-making procedure is legal. The board of supervisors of the company agreed with the resolution of the board of directors on the disposal of some fixed assets.
Voting result: 3 affirmative votes; No negative vote; There were no abstentions.
9、 The proposal on the statistics of daily connected transactions in 2021 and the prediction of daily connected transactions in 2022 was reviewed and approved;
Voting result: 3 affirmative votes; No negative vote; There were no abstentions.
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 proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
10、 The proposal on the company providing guarantee for the holding company in 2022 was deliberated and adopted;
Voting results: 9 in favor, 0 abstention and 0 against.
In order to enhance the support for the holding company of the company, the total amount of guarantee the holding company intends to provide for the credit applied by the holding company to the bank in 2022 is expected to not exceed RMB 7.85 billion (inclusive).
See the details published in the securities times and cninfo.com on February 26, 2022
（ http://www.cn.info.com.cn. ）Announcement on the company providing guarantee for the holding company in 2022.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
It is hereby announced.
Shenzhen Sunlord Electronics Co.Ltd(002138)
Board of supervisors
February 26, 2002
