Stock Code: 002138 stock abbreviation: Shenzhen Sunlord Electronics Co.Ltd(002138) No.: 2022-017 Shenzhen Sunlord Electronics Co.Ltd(002138)
Announcement on the withdrawal of incentive fund in 2021
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.
According to the provisions of the measures for the administration of Shenzhen Sunlord Electronics Co.Ltd(002138) withdrawal of incentive funds based on annual excess returns (hereinafter referred to as the “measures for the administration of incentive funds”) deliberated and adopted at the 13th meeting of the sixth board of directors of Shenzhen Sunlord Electronics Co.Ltd(002138) (hereinafter referred to as “the company”, “the company” and ” Shenzhen Sunlord Electronics Co.Ltd(002138) “) and the third extraordinary general meeting of shareholders in 2021, the company meets the conditions for the withdrawal of annual incentive funds, According to the proposal on the accrual of 2021 annual incentive fund deliberated and adopted at the 15th meeting of the sixth board of directors held on February 24, 2022, the board of directors agreed to withdraw 29.9728 million yuan of incentive fund in accordance with the company’s incentive fund management measures. The relevant details are hereby announced as follows:
1、 Decision making procedures of the company’s incentive fund management measures
On November 19, 2021, the 13th meeting of the sixth board of directors of the company deliberated and adopted the proposal on >. On December 6, 2021, the third extraordinary general meeting of the company in 2021 deliberated and approved the proposal; For details, please refer to the announcement on the resolution of the 13th meeting of the sixth board of directors (Announcement No. 2021-121), the measures for the administration of Shenzhen Sunlord Electronics Co.Ltd(002138) withdrawal of incentive fund based on annual excess return and the announcement on the resolution of the third extraordinary general meeting of shareholders in 2021 (Announcement No. 2021-132) issued by the company on cninfo.com on November 20, 2021 and December 7, 2021 respectively.
2、 Withdrawal conditions of annual incentive fund
According to the relevant provisions of the incentive fund management measures, the withdrawal of the company’s annual incentive fund must meet the following conditions at the same time:
(1) The audit opinion of the financial report of the latest fiscal year is “standard unqualified opinion”;
(2) According to the audited weighted average return on net assets of the current year, if the weighted average return on net assets before withdrawal exceeds 10%, the part exceeding 10% can be withdrawn, and the specific method should be extracted by sections.
If the company issues shares publicly or non publicly in the current year, the newly increased raised funds are not included in the net assets of the current year, and the corresponding impact on the net profit after deducting the investment of raised funds from the net profit of the current year in a reasonable way.
(3) Within the last year, the company has not been subject to administrative punishment by the CSRC for major violations of laws and regulations.
The weighted average return on net assets x segment index is as follows:
Return on net assets 10% ≤ x ＜ 15% ≤ x ＜ 20% X ≥ 20%
Extraction proportion of excess part: 15%, 20%, 25%
The extraction formula is:
(1) When the audited weighted average return on net assets X of the current year is greater than or equal to 10% and less than 15%, the incentive fund should be withdrawn in the current year = (audited net profit after deduction of Non Profits – audited weighted average net assets of the current year * 10%) * 15%
(2) When the audited weighted average return on net assets X of the current year is greater than or equal to 15% and less than 20%, the incentive fund to be withdrawn in the current year = audited weighted average net assets of the current year * (15% – 10%) * 15% + (audited net profit after deduction – audited weighted average net assets of the current year * 15%) * 20%
(3) When the audited weighted average return on net assets X of the current year is greater than or equal to 20%, the incentive fund to be withdrawn in the current year = audited weighted average net assets of the current year * (15% – 10%) * 15% + audited weighted average net assets of the current year * (20% – 15%) * 20% + (net profit after deduction of Non Profits in the current year – audited weighted average net assets of the current year * 20%) * 25%
(4) If the audited weighted average return on net assets of the current year is less than 10%, or the incentive fund to be withdrawn is less than or equal to zero, the annual incentive fund will not be withdrawn in the current year.
3、 Actual completion and accrued amount of the company in 2021
According to the relevant provisions of the measures for the administration of incentive funds, the annual withdrawal of the company’s incentive funds shall be determined according to the audited weighted average return on net assets of the current year. If the weighted average return on net assets before withdrawal exceeds 10%, the part exceeding 10% can be withdrawn. The specific method shall be subsection withdrawal.
According to the audit of the company’s financial report in 2021 by Rongcheng Certified Public Accountants (special general partnership), the company has met the conditions for withdrawing the annual excess return incentive fund in 2021. The board of directors of the company reviewed and approved the withdrawal of incentive fund of RMB 29.9728 million in 2021.
4、 The impact of the accrued incentive fund on the company’s financial situation and operating results
The company measures and accounts the incentive funds withdrawn in accordance with relevant laws, regulations and accounting policies. The withdrawal of 2021 incentive fund will not have a significant impact on the company’s financial status and operating results. The withdrawal of incentive fund is conducive to stimulate the enthusiasm of management, business and technical teams, so as to improve the operation efficiency of the company and play a positive role in the development of the company, so as to create more value for shareholders.
5、 Other information
The incentive funds accrued by the company are used to reward the incentive objects. The confirmation and distribution of the incentive objects are implemented in accordance with the relevant provisions of the incentive fund management measures, and the relevant personal income tax paid by the employees due to the implementation of the incentive fund management measures shall be borne by the employees themselves.
6、 Independent opinions of independent directors
After consulting the company’s 2021 annual audit report, incentive fund management measures and other relevant provisions, the independent directors expressed the following independent opinions on the company’s 2021 annual incentive fund accrual:
The conditions for the withdrawal of the company’s incentive fund in 2021 have been met, and the incentive objects comply with the relevant provisions of the incentive fund management measures. The company’s incentive amount for 2021 this time complies with the relevant provisions of the measures for the administration of incentive funds. The provision of incentive funds this time is in line with the interests of the company and all its shareholders, is conducive to stimulating the enthusiasm of management, business and technical teams, is conducive to the long-term sustainable development of the company, and does not damage the interests of the company and its shareholders, especially small and medium-sized shareholders, It will not affect the independence of the company. The deliberation and decision-making procedures of the board of directors of the company comply with the provisions of relevant laws, regulations and the articles of association. Therefore, we unanimously agree to the proposal on the provision of incentive funds in 2021.
It is hereby announced.
Shenzhen Sunlord Electronics Co.Ltd(002138) board of directors
February 26, 2002
