Securities code: Jiangsu Yitong High-Tech Co.Ltd(300211) securities abbreviation: Jiangsu Yitong High-Tech Co.Ltd(300211) Announcement No.: 2022017
Jiangsu Yitong High-Tech Co.Ltd(300211)
Announcement of resolutions of the 31st meeting of the seventh 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
1. Jiangsu Yitong High-Tech Co.Ltd(300211) (hereinafter referred to as "the company" or " Jiangsu Yitong High-Tech Co.Ltd(300211) ") sent a notice on convening the 31st meeting of the 7th board of directors to all directors of the company by means of written delivery, e-mail and fax on February 28, 2022.
2. The meeting was held in the company's conference room on March 11, 2022 by on-site and communication voting. There were 7 directors who should attend the meeting and 7 directors who actually attended the meeting (of which 5 were present by communication voting). The directors voting by communication at this meeting are: Mr. Huang Wang and Ms. Lu yunfen; Independent directors: Mr. Wang Xiaochuan, Ms. Jinling Zhang and Mr. Liu Xiangming.
3. The board of directors is presided over by Mr. Huang Wang, chairman.
Attendees: all directors of the company.
All supervisors and senior managers of the company attended the meeting as nonvoting delegates.
4. The convening and convening of this meeting comply with the provisions of relevant laws and regulations of the company law and the articles of association, and the resolutions of the meeting are legal and effective. 2、 Resolutions of the board meeting
1. The proposal on the company's 2021 annual report and the summary of the 2021 annual report was deliberated and passed. The company's 2021 annual report and its summary are detailed in the announcement published on the gem information disclosure website designated by the CSRC on the same day.
The indicative announcement on the disclosure of the 2021 annual report is detailed in the announcement published on the gem information disclosure website designated by the CSRC on the same day, and published in the information disclosure media designated by the company: China Securities Journal and securities times.
Voting results: 7 in favor, 0 against and 0 abstention, which was adopted by a unanimous vote.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
2. Deliberated and passed the proposal on the work report of the board of directors in 2021
See "section III Management Discussion and analysis" and "section IV corporate governance" of the 2021 annual report for the specific contents of the 2021 annual report of the company.
The independent directors of the company, Mr. Wang Xiaochuan, Ms. Jinling Zhang, Mr. Liu Xiangming, Ms. Wu Minyan and Mr. Zhou Jun (who have left office), have 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 annual general meeting of shareholders. See the announcement published on the gem information disclosure website designated by the CSRC on the same day for the specific contents of the report on the work of independent directors in 2021.
Voting results: 7 in favor, 0 against and 0 abstention, which was adopted by a unanimous vote.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
3. Deliberated and passed the proposal on the company's 2021 annual financial statement report
In 2021, the company realized an operating revenue of 249680900 yuan, an increase of 206.83% over the same period of the previous year; The operating profit was 309421 million yuan, an increase of 186.47% over the same period of last year; The total profit was 309093 million yuan, an increase of 187.99% over the same period last year; The net profit attributable to ordinary shareholders was 284633 million yuan, an increase of 208.36% over the same period last year.
For details, see the announcement published on the gem information disclosure website designated by the CSRC on the same day. Voting results: 7 in favor, 0 against and 0 abstention, which was adopted by a unanimous vote.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
4. Deliberated and passed the proposal on the audited financial report of the company in 2021
The financial situation of the company in 2021 was audited by Zhonghua Certified Public Accountants (special general partnership) and issued the standard unqualified consolidated financial statements and audit report of 3 San Bian Science & Technology Co.Ltd(002112) 021 (Zhong Hui Zi (2022) No. 00630).
The company's audited 2021 financial report is detailed in the announcement published on the gem information disclosure website designated by the CSRC on the same day.
Voting results: 7 in favor, 0 against and 0 abstention, which was adopted by a unanimous vote.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
5. Deliberated and passed the proposal on the company's reappointment of 2022 financial audit institution
Zhonghua Certified Public Accountants (special general partnership) is qualified to engage in securities related business, has rich experience and professional quality in the audit of listed companies, is diligent in the audit of the company's 2021 annual financial report and the effectiveness of internal control, and complies with the professional ethics of the accounting firm in accordance with the requirements of the auditing standards for Chinese certified public accountants, Objectively and fairly expressed audit opinions.
Nominated by the audit committee of the board of directors and approved by all independent directors in advance, the company plans to continue to employ Zhonghua Certified Public Accountants (special general partnership) as the company's financial audit institution in 2022 for one year. The audit fee in 2022 is proposed to be Shanghai Pudong Development Bank Co.Ltd(600000) yuan according to the company's existing business conditions and audit scope, The board of directors shall request the general meeting of shareholders to authorize the management of the company to negotiate with Zhonghua Certified Public Accountants (special general partnership) to determine the relevant expenses according to the subsequent specific audit requirements and audit scope and with reference to the market price.
The specific opinions of the board of supervisors and independent directors of the company on this proposal are detailed in the announcement published on the gem information disclosure website designated by the CSRC on the same day.
Voting results: 7 in favor, 0 against and 0 abstention, which was adopted by a unanimous vote.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
6. Deliberated and passed the proposal on the company's self-evaluation report on internal control in 2021
The board of Directors believes that the company has established and implemented a relatively perfect internal control system, and the internal control is sound, reasonable and effective, which can meet the requirements of the company's management and the needs of future development.
Please refer to the announcement published on the gem information disclosure website designated by the CSRC on the same day for the specific contents of the 2021 internal control self evaluation report.
Independent directors have expressed independent opinions on this proposal. For details, see the announcement published on the gem information disclosure website designated by the CSRC on the same day.
The result: 0 votes, 7 abstentions.
7. Deliberated and passed the proposal on the 2021 general manager's work report of the company
The general manager of the company submitted the work report of the general manager in 2021 to the board of directors, including the implementation of various resolutions of the board of directors, daily operation and management, business results and analysis of the company's management in 2021.
The result: 0 votes, 7 abstentions.
8. Deliberated and passed the proposal on the company's annual profit distribution plan for 2021
Audited by Zhonghua Certified Public Accountants (special general partnership) in 2021, the net profit attributable to the shareholders of the company in 2021 was 2846328151 yuan. According to the relevant provisions of the company law and the articles of association, the statutory surplus reserve of 284876890 yuan is withdrawn according to 10% of the company's net profit in 2021. As of December 31, 2021, the company's profit available for distribution to shareholders was 11904709982 yuan, and the balance of the company's capital reserve at the end of the year was 3995472878 yuan.
According to the relevant provisions of the company law and the articles of association, the board of directors of the company has studied and decided that the profit distribution plan for 2021 is as follows: Taking the total share capital of the company as 302675973 shares by December 31, 2021 as the base, the company will distribute cash dividends of RMB 0.14 (tax included) for every 10 shares to all shareholders, and a total of RMB 423746362 (tax included) will be distributed, The remaining undistributed profits shall be carried forward to the next year without bonus shares and capital reserve shall not be converted into share capital.
The 2021 profit distribution plan discussed by the company is in line with the actual situation and future business development needs of the company, in line with the company law, the articles of association and other relevant provisions, and has legitimacy, compliance and rationality. The independent directors of the company have expressed their independent opinions on the matter; The board of supervisors issued audit opinions on the matter. For details, see the announcement published on the gem information disclosure website designated by the CSRC on the same day.
The result: 0 votes, 7 abstentions.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
9. The proposal on applying for comprehensive credit line from banks was deliberated and adopted
Due to the needs of the company's operation and development, it is agreed that the company will apply to the bank for the following comprehensive credit line in 2022, with a total amount of RMB 410 million (finally subject to the credit line actually approved by each bank). The specific credit line will be determined according to the actual needs of the company's working capital.
(1) Apply to Jiangsu Changshu Rural Commercial Bank Co.Ltd(601128) Development Zone sub branch for a credit of RMB 80 million.
(2) Apply to Shanghai Pudong Development Bank Co.Ltd(600000) Changshu sub branch for a credit of RMB 50 million. (3) Apply to Bank Of China Limited(601988) Changshu sub branch for a credit of 50 million yuan.
(4) Apply to Industrial And Commercial Bank Of China Limited(601398) Changshu sub branch for a credit of 50 million yuan.
(5) Apply to China Citic Bank Corporation Limited(601998) Changshu sub branch for a credit of 50 million yuan.
(6) Apply to China Merchants Bank Co.Ltd(600036) Suzhou Branch for a credit of 50 million yuan.
(7) Apply to China Zheshang Bank Co.Ltd(601916) Changshu sub branch for credit (exposure) of RMB 80 million. The board of directors of the company authorizes the chairman of the company to sign relevant documents (including but not limited to applications, contracts, agreements and other documents related to credit extension, loan, mortgage, financing, bank acceptance bill and so on).
Voting results: 7 in favor, 0 against and 0 abstention, which was adopted by a unanimous vote.
10. Deliberated and passed the proposal on the 2022 annual remuneration plan for members of the board of directors of the company
(1) Chairman's salary: the basic salary of the chairman of the company is 360000 yuan / year (before tax).
Among them, Mr. Huang Wang, a related director, avoided voting.
Voting result: Yes: 6 votes; Negative vote: 0; Abstention: 0 votes, adopted.
(2) Remuneration of non independent directors: Directors receive a director's allowance of 60000 yuan / year (before tax) in the company. If internal directors concurrently serve as senior managers or other positions of the company, they will receive post remuneration according to their positions, and will not receive additional director remuneration.
Among them, Ms. Wang Guizhen and Ms. Lu yunfen, affiliated directors, avoided voting.
Voting result: Yes: 5 votes; Against: 0 votes; Abstention: 0 votes, adopted.
(3) Independent Directors receive an independent director allowance of 84000 yuan / year (before tax) in the company.
Among them, affiliated directors Wang Xiaochuan, Jinling Zhang, Liu Xiangming and Wu Minyan avoided voting.
Voting result: Yes: 3 votes; Against: 0 votes; Abstention: 0 votes, adopted.
Independent directors expressed independent opinions on this matter. For details, see the announcement published on the gem information disclosure website designated by the CSRC on the same day.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
11. Deliberated and passed the proposal on the 2022 annual salary plan for senior managers of the company
At present, the salary of senior managers of the company consists of basic salary and year-end performance reward. In the performance part, on the premise of completing the company's business objectives and plans in 2022, combined with the quality, efficiency and completion of the work of senior managers, the company will assess and reward senior managers according to the overall business performance and comprehensive evaluation of the current year. The remuneration scheme for senior managers of the company in 2022 is:
(1) The basic salary of the general manager is 1.5 million yuan / year and paid monthly.
(2) The basic salary of the financial director is 360000 yuan / year, which is paid monthly.
(3) The basic salary of Ms. Wang Guizhen, a senior manager, is RMB 242000 / year and paid monthly. (4) The basic salary of other senior managers is 198000 yuan / year, which is paid monthly.
(5) The performance bonus of each senior manager shall be paid in the next year after being evaluated by the remuneration and evaluation committee of the board of directors in combination with the nature of the work, business indicators, performance evaluation and achievement of profit objectives. The above salaries are tax inclusive salaries, and the personal income tax involved shall be uniformly withheld and paid by the company.
Independent directors expressed independent opinions on this matter. For details, see the announcement published on the gem information disclosure website designated by the CSRC on the same day.
Among them, Ms. Wang Guizhen, a related director, avoided voting on the proposal.
Voting result: Yes: 6 votes; Against: 0 votes; Abstention: 0 votes, adopted.
12. Deliberated and passed the proposal on the establishment of R & D projects in 2022
The proposed R & D projects of the company in 2022 are: (1) standard building optical receiver; (2) Gbit data transmission system based on plastic optical fiber. The establishment of the above projects will help to further improve the core competitiveness and market competitiveness of the company's products.
Voting result: Yes: 7 votes; Against: 0 votes; Abstention: 0 votes, passed unanimously.
13. Deliberated and passed the proposal on the notice on convening the 2021 annual general meeting of shareholders of the company
The company is scheduled to hold the 2021 annual general meeting of shareholders in the conference room on the second floor of the company at 14:00 p.m. on April 18, 2022 (for details, see the announcement on convening the 20th annual general meeting of shareholders published on the information disclosure website designated by the CSRC on the same day)
