Securities code: Fiyta Precision Technology Co.Ltd(000026) 200026 securities abbreviation: Fiyta Precision Technology Co.Ltd(000026) Fiyta Precision Technology Co.Ltd(000026) B Announcement No.: 2022007
Fiyta Precision Technology Co.Ltd(000026)
Announcement of resolutions of the 6th meeting of the 10th 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 sixth meeting of the 10th board of directors of Fiyta Precision Technology Co.Ltd(000026) (hereinafter referred to as “the company”) was held on Tuesday, March 8, 2022 by means of on-site combined with communication voting after sending the meeting notice in the form of e-mail on February 25, 2022. The on-site meeting was held in the conference room on the 20th floor of Fiyta Precision Technology Co.Ltd(000026) science and technology building. The meeting was presided over by the chairman, Mr. Zhang Xuhua. There were 9 directors who should attend the meeting, 9 actually attended the meeting, and some supervisors and senior managers attended the meeting as nonvoting delegates. The meeting was held in accordance with relevant laws and regulations and the articles of association. The resolutions of the meeting are as follows:
1、 The meeting adopted the 2021 annual report and summary with 9 affirmative votes, 0 negative votes and 0 abstention;
All members of the board of directors of the company guarantee that the contents of the 2021 annual report are true, accurate and complete without false records, misleading statements or major omissions.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
2、 The meeting adopted the work report of the board of directors in 2021 with 9 affirmative votes, 0 negative votes and 0 abstention;
See the work report of the board of directors in 2021 disclosed on cninfo.com for details.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
3、 The meeting adopted the financial final accounts report for 2021 by 9 votes in favor, 0 against and 0 abstention;
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
4、 The meeting adopted the proposal on profit distribution in 2021 with 9 in favor, 0 against and 0 abstention; The audit of Dahua Certified Public Accountants (special general partnership) confirmed that the net profit attributable to the parent company in the consolidated accounting statements of the company in 2021 was 38784028295 yuan, and the net profit in the accounting statements of the parent company was 28707529962 yuan. According to the relevant provisions of the company law and the articles of association, the profit distribution is based on the net profit of 28707529962 yuan in the accounting statements of the parent company, plus the undistributed profit of 72206495520 yuan at the beginning of the year, minus the dividend of 17422006573 yuan in 2020, and the profit available for distribution to shareholders is 83492018909 yuan.
The company plans to take the total number of shares on the equity registration date minus the number of shares in the special securities account for repurchase when the profit distribution plan is implemented in the future as the base, distribute a cash dividend of 3.00 yuan (including tax) to all shareholders for every 10 shares, give 0 bonus shares, and do not use the accumulation fund to increase the share capital.
As of the disclosure date, the total share capital of the company is 426051015 shares. According to the above distribution plan, the cash dividend payable is RMB 12781530450. It is estimated that when the profit distribution plan is implemented, the total share capital base of the company will be reduced, as follows:
(1) During the period from November 30, 2021 to November 29, 2022, the company continuously repurchases domestic listed foreign shares (B shares) through the special securities account for repurchasing. According to the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 9 – repurchasing shares and other relevant provisions, listed companies do not enjoy the right of profit distribution when repurchasing shares in the special account. When the profit distribution plan is implemented, the total share capital participating in the distribution will deduct the above number of repurchased shares, and the total share capital base will be reduced;
(2) According to the relevant provisions of the first and second drafts of the company’s 2018 A-share restricted stock incentive plan, in case of the resignation of the incentive object, the company will repurchase and cancel the shares whose sales restrictions have not been lifted, and the total share capital base will be reduced accordingly.
After the disclosure of this profit distribution plan and before its implementation, in case of share repurchase, the company plans to adjust the total amount of distribution according to the principle of fixed distribution proportion.
The independent directors of the company expressed their independent opinions on this.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
5、 The meeting adopted the proposal on the prediction of daily related party transactions in 2022 (related directors avoided voting) with 3 affirmative votes, 0 negative votes and 0 abstention votes;
The company’s affiliated directors Zhang Xuhua, Xiao Yi, Xiao Zhanglin, Li peiyin, Deng Jianghu and pan Bo all withdrew from the vote. The independent directors expressed their prior approval opinions and independent opinions and agreed to the proposal.
See the announcement 2022010 on the forecast of daily connected transactions in 2022 disclosed on cninfo.com for details.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
6、 The meeting passed the proposal on the prediction of the total credit loan line of banks in 2022 by 9 votes in favor, 0 against and 0 abstention;
In order to quickly respond to market changes and meet the capital needs of the company’s operation and management, according to the company’s business development plan and financial budget planning, the company and its wholly-owned subsidiaries plan to apply for credit lines in banks and other financial institutions in 2022, and the actual loan balance under the credit line shall not exceed RMB 1.2 billion, The validity period is 12 months from the date of deliberation and approval by the general meeting of shareholders of the company. The company requests the general meeting of shareholders to authorize the board of directors to handle the credit loan within the line.
Its wholly-owned subsidiaries include: Shenzhen henggeely world watch Center Co., Ltd., Fiyta Precision Technology Co.Ltd(000026) Sales Co., Ltd., Shenzhen Fiyta Precision Technology Co.Ltd(000026) Precision Technology Co., Ltd., Shenzhen Fiyta Precision Technology Co.Ltd(000026) Technology Development Co., Ltd., Fiyta Precision Technology Co.Ltd(000026) (Hong Kong) Co., Ltd., amelong timepiece (Shenzhen) Co., Ltd., shiyuehui boutique (Shenzhen) Co., Ltd Shenzhen Geely Hengrui Technology Co., Ltd. and Shenzhen Geely Mingheng S. Commerce Center Co., Ltd.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
7、 The meeting adopted the proposal on the prediction of guarantee amount for subsidiaries in 2022 by 9 votes in favor, 0 against and 0 abstention;
In order to quickly respond to market changes and meet the capital needs of the company’s operation and management, according to the company’s business development plan and financial budget planning, the company plans to apply for a credit loan line in the form of guarantee for a wholly-owned subsidiary in banks and other financial institutions in 2022, with an amount not exceeding 600 million yuan, The line is included in the actual loan line of RMB 1.2 billion under the credit line, and the validity period is 12 months from the date of deliberation and approval by the general meeting of shareholders of the company.
For the guarantee matters within the limit, the company submits to the general meeting of shareholders to authorize the board of directors to handle them.
For details, please refer to announcement 2022011 on the forecast of guarantee amount for subsidiaries in 2022 disclosed on cninfo.com.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
8、 The meeting adopted the proposal on paying audit fees in 2021 and renewing the appointment of audit institutions in 2022 with 9 affirmative votes, 0 negative votes and 0 abstention votes;
The relevant audit work in 2021 has been completed, and the company has decided to pay Dahua Certified Public Accountants (special general partnership) financial report audit fee of RMB 900000 and internal control audit fee of RMB 300000, totaling RMB 1.2 million.
In order to maintain the continuity and stability of the audit work, the company plans to continue to employ Dahua Certified Public Accountants (special general partnership) as the audit institution of the company’s financial statements and internal control in 2022 for one year.
The independent directors of the company expressed their prior approval opinions and independent opinions and agreed to the proposal.
For details, see announcement 2022012 on renewing the appointment of accounting firms disclosed on cninfo.com.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
9、 The meeting adopted the risk assessment report on deposits and loans related to AVIC Finance Co., Ltd. with 3 votes in favor, 0 against and 0 abstention (the related directors avoided voting);
Zhang Xuhua, Xiao Yi, Xiao Zhanglin, Li peiyin, Deng Jianghu and pan Bo, the affiliated directors of the company, all withdrew from the vote, and the independent directors expressed their independent opinions.
For details, see the risk assessment report on deposits and loans associated with AVIC Finance Co., Ltd. disclosed on cninfo.com.
10、 The 2021 annual report of independent directors was adopted by 9 votes in favor, 0 against and 0 abstention;
See the 2021 annual report of independent directors disclosed on cninfo.com for details.
The independent directors of the company will report on their duties at the 2021 annual general meeting of shareholders.
11、 The meeting adopted the 2021 internal control self-evaluation report by 9 votes in favor, 0 against and 0 abstention; The independent directors of the company expressed their independent opinions on this.
See the 2021 internal control self evaluation report disclosed on cninfo.com for details.
12、 The meeting adopted the report on the work of internal control system in 2021 by 9 votes in favor, 0 against and 0 abstention;
13、 The meeting adopted the 2021 corporate social responsibility report with 9 affirmative votes, 0 negative votes and 0 abstention; See the 2021 corporate social responsibility report disclosed on cninfo.com for details.
14、 The proposal on Directors’ remuneration in 2021 was adopted by 6 votes in favor, 0 against and 0 abstention (related directors avoided voting);
Zhang Xuhua, Deng Jianghu and pan Bo, the company’s affiliated directors, all abstained from voting. The remaining six directors attending the meeting agreed to the proposal, and the independent directors expressed their agreed independent opinions.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
15、 The meeting adopted the proposal on the remuneration of senior managers in 2021 by 9 votes in favor, 0 against and 0 abstention;
The independent directors of the company expressed their independent opinions on this.
16、 The meeting adopted the proposal on repurchase and cancellation of some restricted shares in the 2018 A-share restricted stock incentive plan (phase I) with 9 affirmative votes, 0 negative votes and 0 abstention votes;
In view of the resignation of Mr. Chen Zhuo, Mr. Ma Yinghuan and Mr. Tang boxue, the original incentive objects of the company’s 2018 A-share restricted stock incentive plan (phase I), according to the provisions of the 2018 A-share restricted stock incentive plan (Revised Draft), the company plans to pay a total of 60120 A-share restricted shares that have been granted but have not been lifted shall be repurchased and cancelled. The independent directors of the company expressed their independent opinions on this.
For details, see announcement 2022013 on repurchase and cancellation of some restricted shares in 2018 A-share restricted stock incentive plan (phase I) disclosed on cninfo.com.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
17、 The meeting adopted the proposal on repurchase and cancellation of some restricted shares in 2018 A-share restricted stock incentive plan (phase II) with 9 affirmative votes, 0 negative votes and 0 abstention votes;
In view of the resignation of Mr. Chen Zhuo and Mr. Ma Yinghuan, the original incentive objects of the company’s 2018 A-share restricted stock incentive plan (phase II), according to the provisions of the 2018 A-share restricted stock incentive plan (phase II) (Draft), the company plans to hold a total of 250000 A-share restricted shares that have been granted but have not been lifted shall be repurchased and cancelled.
The independent directors of the company expressed their independent opinions on this.
For details, see announcement 2022014 on repurchase and cancellation of some restricted shares in 2018 A-share restricted stock incentive plan (phase II) disclosed on cninfo.com.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
18、 The shareholders’ meeting on the proposal to convene the 2021 annual general meeting of shareholders was adopted with 9 affirmative votes, 0 negative votes and 0 abstention. The time of convening the general meeting of shareholders will be notified separately. It is hereby announced
Fiyta Precision Technology Co.Ltd(000026) board of directors
March 10, 2002
