Securities code: Sunny Loan Top Co.Ltd(600830) securities abbreviation: Sunny Loan Top Co.Ltd(600830) Announcement No.: temporary 2022008 Sunny Loan Top Co.Ltd(600830)
Announcement on resolutions of the 5th meeting of the 10th board of directors
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents. 1、 Meetings of the board of directors
On February 21, 2022, Sunny Loan Top Co.Ltd(600830) (hereinafter referred to as “the company”) sent a written notice on convening the fifth meeting of the 10th board of directors to all directors. On March 9, 2022, the board of directors was held in Ningbo by on-site combined with communication voting. There were 9 directors who should attend the meeting and 9 actually attended the meeting, among which Ruibin director and Hu Renyu independent director participated online in the form of Tencent meeting due to the epidemic. The meeting was presided over by the chairman, and the supervisors and senior managers of the company attended the meeting as nonvoting delegates. The convening of the board meeting shall comply with the requirements of the company law, the articles of association and other relevant laws, regulations and normative documents.
2、 Deliberations of the board meeting
After deliberation and voting by the directors present, the following proposals were adopted:
(I) work report of the board of directors in 2021
9 in favor, 0 against and 0 abstention
(II) work report of the general manager of the company in 2021
9 in favor, 0 against and 0 abstention
(III) financial report of the company in 2021
9 in favor, 0 against and 0 abstention
(IV) the company’s profit distribution plan for 2021 (see the company’s interim announcement 2022010 for details)
The net profit of the company (parent company) in 2021 was -1407579557 yuan, and 0 yuan of legal surplus reserve was withdrawn at 10%. With the undistributed profit of 25171148520 yuan in previous years, the actual profit available for distribution to shareholders in 2021 was 23763568963 yuan. In 2021, the company plans to distribute a cash dividend of RMB 0.11 (including tax) to all shareholders for every 10 shares based on the total share capital of 454322747 shares at the end of 2021.
At the end of the reporting period, the company’s capital reserve was 52841039032 yuan. It is not planned to convert the capital reserve into share capital in 2021.
9 in favor, 0 against and 0 abstention
The independent directors expressed their independent opinions on the profit distribution plan.
(V) see the company’s announcement on temporary provision for impairment in 20212011 for details)
The provision strictly follows the accounting standards for business enterprises and the management measures for asset impairment of the company (revised in 2020) and other relevant policies and regulations. According to the characteristics of different assets and business operations and the actual risk situation, the measurement methods of impairment provision and risk provision are reasonable, the basis of provision is objective and sufficient, and in line with the principle of prudence. It is agreed that the company will withdraw 547283 million yuan of credit impairment loss in 2021, including 137476 million yuan of impairment of receivables, 204825 million yuan of impairment of loans and advances, and 204982 million yuan of impairment of debt investment; The impairment loss of assets is 24700 yuan; The provision for guarantee business was 5.8275 million yuan.
9 in favor, 0 against and 0 abstention
The independent directors expressed their independent opinions on the provision for impairment this time.
(VI) proposal on write off of receivables and payables with long aging in 2021
The write off of long aging receivables and payables conforms to the relevant provisions of the accounting standards for business enterprises and the actual situation of the company, follows the principle of prudence, and the write off basis is objective and sufficient, which helps to more truly reflect the assets and liabilities of the company. It is agreed that the total amount of long-term aging receivables written off by the company in 2021 is 3.6724 million yuan (impairment has been fully accrued in the early stage), and the amount of long-term aging payables written off is 1.7535 million yuan.
9 in favor, 0 against and 0 abstention
The independent directors expressed their independent opinions on the write off of long aged receivables and payables.
(VII) annual report and summary of the company in 2021
9 in favor, 0 against and 0 abstention.
(VIII) proposal on the company’s daily connected transaction plan in 2022 (see the company’s interim announcement 2022012 for details)
Before being submitted to the board of directors for deliberation, the company’s 2022 daily connected transaction plan has been approved in advance by the independent directors of the company, and the budget and audit committee has issued an opinion of consent.
Four affiliated directors, Mr. Shao songchang, Mr. Hu Qiuhua, Mr. Ruibin and Ms. sun Danping, avoided voting. 5 in favor, 0 against and 0 abstention.
The independent directors expressed their independent opinions on the daily connected transaction plan of 2022.
(IX) proposal on providing financial assistance to holding subsidiaries in 2022 (see the company’s interim announcement 2022013 for details)
In order to allocate resources more reasonably, improve capital utilization efficiency and support the business development needs of holding subsidiaries, it is agreed that the company and holding subsidiaries will provide financial assistance of no more than 200 million yuan to Zhejiang Xiangyi Financial Leasing Co., Ltd., the holding subsidiary of the company, in 2022. The above amount can be recycled.
9 in favor, 0 against and 0 abstention.
The independent directors expressed their independent opinions on the financial assistance provided this time.
(x) proposal on the company’s external guarantee plan in 2022 (see the company’s interim announcement 2022014 for details)
Ningbo Haishu Sunny Loan Top Co.Ltd(600830) Financial Services Co., Ltd., a holding subsidiary with a debt ratio of more than 70%, provides guarantee for external financing, with a total guarantee amount of no more than 200 million yuan.
9 in favor, 0 against and 0 abstention.
（11） Proposal on providing maximum guarantee for the guarantee business of Xiangyi guarantee in 2022 (see the company’s interim announcement 2022015 for details)
In order to support the development of the daily business of Xiangyi guarantee, the holding subsidiary of the company, it is agreed that the company and the holding subsidiary of the company will provide a maximum guarantee of 6.3 billion yuan for the guarantee business of Xiangyi guarantee in 2022, including 5.5 billion yuan for the project guarantee business and 800 million yuan for the financing guarantee business.
9 in favor, 0 against and 0 abstention.
（12） Proposal on providing guarantee for factoring financing and commercial loans of Xiangyi leasing in 2022 (see the company’s interim announcement 2022016 for details)
In order to support the development of the daily business of Xiangyi leasing, the holding subsidiary of the company, it is agreed that the company and the holding subsidiary of the company will provide 2.5 billion yuan guarantee for factoring financing and commercial loans of Xiangyi leasing in 2022.
9 in favor, 0 against and 0 abstention.
（13） Proposal on the company’s 2022 annual guarantee business plan (see the company’s interim announcement 2022017 for details)
According to the company’s annual business plan, the company’s total guarantee business in 2022 will not exceed 6.5 billion yuan.
9 in favor, 0 against and 0 abstention.
（14） Proposal on the company’s financial investment business plan in 2022 (see the company’s interim announcement 2022018 for details)
According to the company’s annual business plan, the amount of financial investment business of the company in 2022 (invested by the company) shall not exceed 1 billion yuan.
9 in favor, 0 against and 0 abstention.
（15） Proposal on the special assets business plan of the company in 2022 (see the company’s interim announcement 2022019 for details)
According to the company’s annual business plan, the amount of special asset business (company contribution) of the company in 2022 shall not exceed 500 million yuan.
9 in favor, 0 against and 0 abstention.
（16） Proposal on paying audit fees of Lixin Certified Public Accountants (special general partnership) in 2021
Agree to pay the financial audit fee and internal control audit fee of Lixin Certified Public Accountants (special general partnership) in 2021, totaling 1 million yuan.
9 in favor, 0 against and 0 abstention.
（17） Proposal on reappointment of Lixin Certified Public Accountants (special general partnership) as the company’s audit institution in 2022 (see the company’s interim announcement 2022020 for details)
Agree to renew the appointment of Lixin Certified Public Accountants (special general partnership) as the audit institution of the company’s financial report and internal control in 2022, and submit to the general meeting of shareholders to authorize the board of directors to determine its audit remuneration in 2022 according to the market level and the actual situation of the company.
Before being submitted to the board of directors, it has been approved in advance by the independent directors, and the budget and audit committee has issued a review opinion of consent.
9 in favor, 0 against and 0 abstention.
The independent directors expressed their independent opinions on the reappointment of the audit institution.
（18） Internal control evaluation report of the company in 2021 (see the website of Shanghai stock exchange for details): http://www.sse.com.cn. ）
9 in favor, 0 against and 0 abstention.
The independent directors gave their independent opinions on the internal control evaluation report in 2021.
（19） 2021 annual performance report of the budget and Audit Committee of the board of directors of the company (see the website of Shanghai stock exchange for details: http://www.sse.com.cn. ）
9 in favor, 0 against and 0 abstention.
（20） 2021 performance report of the remuneration and assessment committee of the board of directors of the company
9 in favor, 0 against and 0 abstention.
（21） 2021 performance report of the strategy and Investment Committee of the board of directors of the company
9 in favor, 0 against and 0 abstention.
（22） The proposal on Revising the working system of independent directors of the company (see the website of Shanghai stock exchange for the working system of independent directors of the company): http://www.sse.com.cn. ）
9 in favor, 0 against and 0 abstention.
（23） Proposal on Revising the working system of the special committee of the board of directors of the company (see the website of Shanghai stock exchange for the three systems: http://www.sse.com.cn. ）
We agree to the revision of three systems: the working system of the budget and Audit Committee of the board of directors, the working system of the remuneration and assessment committee of the board of directors and the working system of the strategy and Investment Committee of the board of directors.
9 in favor, 0 against and 0 abstention.
（24） Proposal on the establishment of additional departments and institutions of the company
It is agreed that the company should set up a legal protection department, which is specially responsible for asset preservation and legal affairs; Relevant functions are transferred by the Department’s institutional risk internal control center.
（25） Proposal on convening the company’s 2021 annual general meeting of shareholders (see the company’s interim announcement 2022021 for details)
9 in favor, 0 against and 0 abstention.
At the same time, the meeting heard the work report of independent directors in 2021 (see the website of Shanghai stock exchange for details: http://www.sse.com.cn. ）I. report on the remuneration of the management in 2021.
The above proposals (I), (III), (IV), (VII), (VIII), (x), (11), (12), (13), (14), (15), (17) and (22) shall be submitted to the general meeting of shareholders for deliberation and voting.
It is hereby announced.
Sunny Loan Top Co.Ltd(600830) board of directors March 10, 2022
