Securities code: Rainbow Digital Commercial Co.Ltd(002419) securities abbreviation: Rainbow Digital Commercial Co.Ltd(002419) Announcement No.: 2022012 Rainbow Digital Commercial Co.Ltd(002419)
Resolution of the 41st meeting of the 5th 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.
1、 Meetings of the board of directors
Rainbow Digital Commercial Co.Ltd(002419) (hereinafter referred to as "the company") the 41st meeting of the Fifth Board of directors was held on March 9, 2022 in the conference room of the general office on the 20th floor of Tianhong building, No. 3019, Zhongxin Road (Shenzhen Bay section), Nanshan District, Shenzhen by combining on-site and video. The notice of the meeting was sent in writing and e-mail on February 27, 2022. There are 9 actual directors in this meeting. The meeting was presided over by the chairman of the company, and the supervisors and senior executives of the company attended the meeting as nonvoting delegates. The meeting shall be held in accordance with the relevant provisions of the company law, the articles of association and the rules of procedure of the board of directors.
2、 Deliberations of the board meeting
1. The meeting deliberated and approved the proposal of the company's 2021 general manager's work report and 2022 business ideas
Voting results: 9 in favor, 0 against and 0 abstention.
2. The meeting deliberated and approved the summary report on the audit work of Dahua Certified Public Accountants (special general partnership) in 2021
Voting results: 9 in favor, 0 against and 0 abstention.
3. The meeting deliberated and adopted the company's 2021 annual financial statement report
Voting results: 9 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
See cninfo.com for details（ http://www.cn.info.com.cn. ）Published Rainbow Digital Commercial Co.Ltd(002419) 2021 annual financial statement report.
4. The meeting deliberated and approved the 2021 profit distribution plan of the company
According to the audit report of Dahua Certified Public Accountants (special general partnership) Dahua Shenzi [2022] 003806, the net profit of Rainbow Digital Commercial Co.Ltd(002419) (hereinafter referred to as "the company") attributable to the shareholders of the parent company in 2021 is 23211113545 yuan. According to the company law, the articles of Association and relevant national regulations, the company plans to distribute it according to the following scheme:
(1) Withdraw 10% of the statutory surplus reserve of 1540998382 yuan.
(2) After withdrawing the statutory surplus reserve, the remaining profit is 21670115163 yuan, plus the undistributed profit of 130564027834 yuan at the beginning of the year, minus the profit of 25089278550 yuan distributed in 2020 in the reporting period. The undistributed profit of the company at the end of the reporting period is 127144864447 yuan.
(3) Based on the total share capital of 1168847750 shares repurchased and cancelled, the company plans to distribute a cash dividend of 1.60 yuan (including tax) to all shareholders for every 10 shares. The total profit distribution of this time is 18701564000 yuan. After the profit distribution, the remaining undistributed profit of 108443 Nanjing Quanxin Cable Technology Co.Ltd(300447) yuan will be carried forward to the next year.
(4) The capital reserve of the company will not be converted into share capital.
Voting results: 9 in favor, 0 against and 0 abstention.
The profit distribution plan shall be implemented after being reviewed and approved by the general meeting of shareholders of the company.
The independent directors of the company have expressed independent opinions on this proposal.
See cninfo.com for details（ http://www.cn.info.com.cn. ）Published independent opinions of Rainbow Digital Commercial Co.Ltd(002419) independent directors on relevant matters.
5. The meeting deliberated and adopted the 2021 annual report and summary of the company
Voting results: 9 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
See securities times and cninfo for details（ http://www.cn.info.com.cn. ）Published Rainbow Digital Commercial Co.Ltd(002419) 2021 annual report and Rainbow Digital Commercial Co.Ltd(002419) 2021 annual report summary (2022014). 6. The meeting deliberated and approved the proposal on the prediction of the company's daily connected transactions in 2022
Voting results: 5 in favor, 0 against and 0 abstention.
Related directors Mr. Huang Junkang, Mr. Xiao Zhanglin, Mr. Liang Ruichi and Mr. Li peiyin have all avoided voting. The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
The independent directors of the company approved the proposal in advance and expressed independent opinions.
See securities times and cninfo for details（ http://www.cn.info.com.cn. ）The announcement on the forecast of daily related party transactions in Rainbow Digital Commercial Co.Ltd(002419) 2022 (2022015), the prior approval opinions of Rainbow Digital Commercial Co.Ltd(002419) independent directors on related party transactions, and the independent opinions of Rainbow Digital Commercial Co.Ltd(002419) independent directors on related matters published.
7. The meeting deliberated and adopted the report on continuous risk assessment of deposits related to AVIC Finance Co., Ltd
Voting results: 7 in favor, 0 against and 0 abstention.
Related directors Mr. Xiao Zhanglin and Mr. Li peiyin have both avoided voting.
The independent directors of the company have expressed independent opinions on this proposal.
See cninfo.com for details（ http://www.cn.info.com.cn. ）The report on continuous risk assessment of deposits associated with AVIC Finance Co., Ltd. and the independent opinions of Rainbow Digital Commercial Co.Ltd(002419) independent directors on relevant matters published.
8. The meeting deliberated and adopted the work report of the board of directors of the company in 2021
Voting results: 9 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
The independent directors have submitted the annual report of independent directors to the board of directors and will report on their work at the 2021 annual general meeting of shareholders.
See cninfo.com for details（ http://www.cn.info.com.cn. ）Published Rainbow Digital Commercial Co.Ltd(002419) 2021 annual work report of the board of directors.
9. The meeting deliberated and approved the proposal on the remuneration of the chairman of the company in 2021
Voting results: 9 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
The independent directors of the company have expressed independent opinions on this proposal.
See cninfo.com for details（ http://www.cn.info.com.cn. ）Published independent opinions of Rainbow Digital Commercial Co.Ltd(002419) independent directors on relevant matters.
10. The meeting deliberated and adopted the proposal on the remuneration of senior executives of the company in 2021
Voting results: 9 in favor, 0 against and 0 abstention.
The independent directors of the company have expressed independent opinions on this proposal.
See cninfo.com for details（ http://www.cn.info.com.cn. ）Published independent opinions of Rainbow Digital Commercial Co.Ltd(002419) independent directors on relevant matters.
11. The meeting deliberated and adopted the 2021 annual internal control self-evaluation report of the company
Voting results: 9 in favor, 0 against and 0 abstention.
The independent directors of the company have expressed independent opinions on this proposal.
See cninfo.com for details（ http://www.cn.info.com.cn. ）Published Rainbow Digital Commercial Co.Ltd(002419) 2021 annual internal control self evaluation report and Rainbow Digital Commercial Co.Ltd(002419) independent directors' independent opinions on relevant matters.
12. The meeting deliberated and adopted the proposal on the work report of the company's internal control system in 2021
Voting results: 9 in favor, 0 against and 0 abstention.
13. The meeting deliberated and adopted the 2021 annual social responsibility report of the company
Voting results: 9 in favor, 0 against and 0 abstention.
See cninfo.com for details（ http://www.cn.info.com.cn. ）Published Rainbow Digital Commercial Co.Ltd(002419) 2021 annual social responsibility report.
14. The meeting deliberated and adopted the proposal on proposing to convene the 2021 annual general meeting of shareholders of the company
Voting results: 9 in favor, 0 against and 0 abstention.
See securities times and cninfo for details（ http://www.cn.info.com.cn. ）Notice on convening the 2021 annual general meeting of shareholders (2022016) published. 3、 Documents for future reference
1. Resolutions of the 41st meeting of the 5th board of directors of the company;
2. Prior approval opinions of independent directors of the company on related party transactions;
3. Independent opinions of independent directors of the company on relevant matters.
It is hereby announced.
Rainbow Digital Commercial Co.Ltd(002419) board of directors March 10, 2002
