Securities code: Jiangsu Yunyi Electric Co.Ltd(300304) securities abbreviation: Jiangsu Yunyi Electric Co.Ltd(300304) Announcement No.: 2022001 Jiangsu Yunyi Electric Co.Ltd(300304)
Announcement on the resolution of the 17th meeting of the Fourth Board of directors
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Jiangsu Yunyi Electric Co.Ltd(300304) (hereinafter referred to as "the company") the 17th meeting of the 4th board of directors was held at 10:00 a.m. on March 9, 2022 in the company's conference room by means of on-site voting and communication voting. The board of directors of the company has issued a notice to the directors, supervisors and senior managers of the company on February 28, 2022. The meeting was convened and presided over by Ms. Zhang Jing, the chairman of the company. There were 9 directors who should be present and 9 actual directors. The convening and convening procedures and participants of the meeting met the provisions of the company law of the people's Republic of China and Jiangsu Yunyi Electric Co.Ltd(300304) articles of association. The resolutions formed by voting were legal and effective. Supervisors and senior managers of the company attended the meeting as nonvoting delegates.
The directors attending the meeting carefully considered the following proposals and made the following resolutions:
1、 The general manager's work report for 2021 was reviewed and adopted
The directors attending the meeting carefully listened to the general manager's work report for 2021 made by Mr. Cai Chengru, the general manager, and believed that the company's management effectively implemented the resolutions of the board of directors and the general meeting of shareholders in 2021, so that the company maintained sustainable and stable development and the overall operation of the company was in good condition.
Voting results: 9 in favor, 0 against and 0 abstention.
2、 The work report of the board of directors in 2021 was reviewed and adopted
During the reporting period, the board of directors of the company implemented the resolutions of the general meeting of shareholders in strict accordance with the provisions of laws and regulations, normative documents and the articles of association, earnestly performed its duties, continuously standardized corporate governance and promoted the healthy and stable development of the company. All directors earnestly performed their duties and played a positive role in the scientific decision-making and standardized operation of the board of directors of the company. Mr. Xing min, Mr. Shu Zhemin and Mr. Zhao Chunxiang, the independent directors of the company, respectively submitted the report on the work of independent directors in 2021 to the board of directors and will report on their work at the 2021 general meeting of shareholders.
The work report of the board of directors in 2021 and the work report of independent directors in 2021 are detailed in the announcement issued by the company on the same day on cninfo.com, the gem information disclosure website designated by the CSRC.
Voting results: 9 in favor, 0 against and 0 abstention.
3、 The annual report for 2021 and its summary were considered and adopted
After deliberation, the board of Directors believes that the contents of the full text of the 2021 annual report and the summary of the 2021 annual report of the company truly, accurately and completely reflect the actual situation of the company's operation in 2021, and there are no false records, misleading statements or major omissions; The preparation and review procedures of the report comply with the requirements of laws and administrative regulations, comply with the relevant provisions of the CSRC and the Shenzhen Stock Exchange, and agree to report to the public.
The full text of the 2021 annual report and the summary of the 2021 annual report are detailed in the announcement issued by the company on the same day on cninfo.com, the gem information disclosure website designated by the CSRC.
Voting results: 9 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
4、 Reviewed and adopted the financial final accounts report of 2021
After deliberation, the board of Directors believes that the company's 2021 financial statement objectively and truly reflects the company's financial situation and operating results in 2021. For details, please refer to the announcement issued by the company on the same day on cninfo.com, the gem information disclosure website designated by the CSRC.
Voting results: 9 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
5、 Reviewed and adopted the 2021 annual internal control self-evaluation report
After deliberation, the board of Directors believes that the company has established a relatively perfect corporate governance structure and an effective internal control system, which has played a positive role in standardizing the company's management and operation and preventing risks, and there are no major defects in integrity, rationality and effectiveness.
The independent directors of the company expressed independent opinions on the internal control self-evaluation report. For details of the 2021 internal control self-evaluation report, see the announcement issued by the company on the gem information disclosure website designated by the CSRC on the same day.
Voting results: 9 in favor, 0 against and 0 abstention.
6、 The proposal on the profit distribution plan for 2021 was reviewed and approved
Audited by Tianjian Certified Public Accountants (special general partnership), the undistributed profit of the parent company at the beginning of 2021 was 71701948522 yuan, the total cash dividend distributed in May 2021 was 3031126063 yuan, the net profit realized in 2021 was 18179675059 yuan, and the statutory surplus reserve of 18179675.06 yuan was withdrawn according to 10% of the net profit, The profit available for distribution of the parent company is 85032530088 yuan, and the profit available for distribution in the consolidated statements is 98421422221 yuan.
In order to continuously repay shareholders and share the operating results of the company's development with all shareholders, the company plans to pay cash dividends of RMB 0.40 (including tax) for every 10 shares to all shareholders based on 2021, with a total cash dividend of RMB 3464144072. No bonus shares will be given, no capital reserve will be converted into share capital, and the remaining undistributed profits will be carried forward to the following years. If the total share capital of the company changes before the implementation of the profit distribution plan, the distribution proportion will be adjusted according to the principle that the total distribution amount remains unchanged.
The independent directors of the company expressed clear consent to this proposal. For details, see the announcement issued by the company on the same day on cninfo, the gem information disclosure website designated by the CSRC.
Voting results: 9 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
7、 The proposal on reappointment of Tianjian Certified Public Accountants (special general partnership) as the company's audit institution in 2022 was reviewed and approved
After deliberation, the board of Directors believes that Tianjian Certified Public Accountants (special general partnership) can fulfill its duties, be diligent and conscientious, objectively evaluate the company's financial situation and operating results, and independently express audit opinions in the audit work of 2021, The board of directors agreed to renew the appointment of Tianjian Certified Public Accountants (special general partnership) as the company's audit institution in 2022, and requested the general meeting of shareholders to authorize the company's management to determine reasonable audit fees according to the company's total assets, audit scope and workload, with reference to the relevant audit fee standards of the price department and in combination with the actual fee level in the region.
The independent directors of the company have expressed their prior approval opinions and agreed independent opinions on the matter. For details, see the announcement issued by the company on the same day on the gem information disclosure website designated by the CSRC.
Voting results: 9 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
8、 The proposal on the company and its subsidiaries using idle self owned funds for entrusted financial management was deliberated and adopted
After deliberation, the board of directors agreed that the company and its subsidiaries use idle self owned funds with a total amount of no more than RMB 120 million for entrusted financial management on the premise of ensuring daily operation and capital safety. Within the above limit, the general manager and financial director of the company and its subsidiaries are authorized to carry out specific implementation, and the funds can be recycled and used on a rolling basis.
The independent directors of the company expressed clear consent to this proposal. For details, see the announcement issued by the company on the gem information disclosure website designated by the CSRC on the same day.
Voting results: 9 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
9、 The proposal on providing guarantee for holding subsidiaries to apply for credit lines from banks was deliberated and adopted
After deliberation, the board of Directors believes that the guaranteed party is the holding subsidiary within the scope of the company's consolidated statements, which is in good operating condition and has the ability to pay debts. The company's guarantee for its application for credit line from the bank will help to meet the capital requirements in the operation and development of the subsidiary and improve the operation efficiency and profitability of the company. Although other shareholders of the holding subsidiary did not provide the same guarantee or counter guarantee according to the proportion of capital contribution, the company has absolute control over its daily operation, and the company has the ability to effectively control the operation and management risks of the above subsidiaries within the guarantee period. To sum up, the risk of this guarantee is controllable, and there is no damage to the interests of the company and all shareholders. The external guarantee matters are within the approval authority of the board of directors, and the guarantee amount is valid within one year from the date of deliberation and approval by the board of directors. At the same time, the chairman of the company is authorized to sign relevant legal documents on the guarantee matters within the scope of the guarantee amount. The independent directors and the board of supervisors of the company have expressed clear consent to this proposal. For details, see the announcement issued by the company on the gem information disclosure website designated by the CSRC on the same day.
Voting results: 9 in favor, 0 against and 0 abstention.
10、 The proposal on revising relevant systems of corporate governance was deliberated and adopted
After deliberation, the board of directors agreed that the company would revise the insider information insider management system, internal reporting system of major information and working rules of the Secretary of the board of directors in accordance with the latest provisions of laws, regulations and normative documents and in combination with the actual situation of the company.
The contents of the revised system are detailed in the announcement issued by the company on the same day on the gem information disclosure website designated by the CSRC.
Voting results: 9 in favor, 0 against and 0 abstention.
11、 The proposal on investing in the construction project of the company's headquarters and R & D center was deliberated and adopted. After deliberation, the board of directors agreed that the company would use self raised funds to build the company's headquarters and R & D center. The implementation of the project is in line with the company's future development plan, helps to improve the office environment and the company's image, and promotes efficient collaborative management, Enhance the company's R & D and innovation ability, provide hardware guarantee for the company's sustainable development, and further improve the company's overall operation ability. The board of directors requests the general meeting of shareholders to authorize the chairman of the company or his authorized person to handle subsequent matters related to project investment and construction.
For details, see the announcement issued by the company on the same day on the gem information disclosure website designated by the CSRC.
Voting results: 9 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
12、 The proposal on investment in R & D and industrialization projects of new energy power modules was reviewed and approved
After deliberation, the board of directors agreed to the proposal that the company use self raised funds to build a new R & D and industrialization project of new energy power module. The implementation of the project is in line with the company's strategic development plan, which is conducive to optimizing the company's product structure, expanding the company's business layout, improving the comprehensive competitive strength, and further improving the company's overall profitability and sustainable development ability. The board of directors requests the general meeting of shareholders to authorize the chairman of the company or his authorized person to handle subsequent matters related to project investment and construction.
For details, see the announcement issued by the company on the same day on the gem information disclosure website designated by the CSRC.
Voting results: 9 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
13、 The proposal on investing in new R & D and industrialization projects of semiconductor discrete devices was deliberated and adopted
After deliberation, the board of directors approved the company to use self raised funds to build a new semiconductor discrete device R & D and industrialization project. The implementation of the project meets the needs of the company's strategic planning and business development, is conducive to promoting the company's industrial layout, accelerating the extension of the company's industrial chain, and is in the interests of the company and all shareholders. The board of directors requests the general meeting of shareholders to authorize the chairman of the company or his authorized person to handle subsequent matters related to project investment and construction.
For details, see the announcement issued by the company on the same day on the gem information disclosure website designated by the CSRC.
Voting results: 9 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
14、 The proposal on convening the 2021 annual general meeting of shareholders was deliberated and adopted
The board of directors decided to hold the 2021 annual general meeting of shareholders of the company by combining on-site voting and online voting at 14:00 p.m. on Wednesday, March 30, 2022.
The notice on convening the 2021 annual general meeting of shareholders is detailed in the announcement issued by the company on the same day on the gem information disclosure website designated by the CSRC.
Voting results: 9 in favor, 0 against and 0 abstention.
It is hereby announced
Jiangsu Yunyi Electric Co.Ltd(300304) board of directors March 10, 2002
