Securities code: Guangdong Dongfang Precision Science & Technology Co.Ltd(002611) securities abbreviation: Guangdong Dongfang Precision Science & Technology Co.Ltd(002611) Announcement No.: 2022017 Guangdong Dongfang Precision Science & Technology Co.Ltd(002611)
Announcement of resolutions of the 14th meeting of the 4th 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.
Guangdong Dongfang Precision Science & Technology Co.Ltd(002611) (hereinafter referred to as “the company”) the notice of the 14th meeting of the 4th board of directors was sent by e-mail, telephone or fax on March 4, 2022, and the meeting was held by on-site voting in the company’s conference room on March 14, 2022. The convener of this meeting is Mr. Tang Zhuolin, chairman of the board. The number of directors who should participate in the voting is 7, and the number of actually participating in the voting is 6 (Mr. Peng Xiaowei, the independent director, entrusts Mr. He Weifeng, the independent director, to attend the meeting and vote on his behalf). The convening and voting procedures of the meeting comply with the relevant provisions of the company law and the articles of association. After deliberation by the directors present at the meeting, the following proposals were considered and adopted by open ballot:
1、 The proposal on the work report of the board of directors in 2021 (including the work report of independent directors in 2021) was considered and adopted by 7 votes in favor, 0 against and 0 abstention.
The three independent directors of the company submitted the 2021 annual report of independent directors to the board of directors and will report on their work at the 2021 annual general meeting of shareholders of the company.
See details published on cninfo.com.cn on the same day as this announcement The 2021 work report of the board of directors and the 2021 work report of independent directors of three independent directors.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
2、 The proposal on the general manager’s work report in 2021 was considered and adopted by 7 votes in favor, 0 against and 0 abstention.
3、 The proposal on 2021 annual report and summary was considered and adopted by 7 votes in favor, 0 against and 0 abstention.
The summary of 2021 annual report was published in China Securities Journal, securities times, Shanghai Securities News and cninfo (www.cn. Info. Com. CN) on the same day as this announcement, The full text of the 2021 annual report was published on cninfo.com.cn on the same day as this announcement.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
4、 With 7 affirmative votes, 0 negative votes and 0 abstention, the proposal on the financial statement report of 2021 was considered and adopted.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
5、 The proposal on the financial budget report for 2022 was considered and adopted by 7 votes in favor, 0 against and 0 abstention.
See details published on cninfo.com.cn on the same day as this announcement Financial budget report for 2022.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
6、 The proposal on the profit distribution plan for 2021 was considered and adopted by 7 votes in favor, 0 against and 0 abstention.
The board of directors decided that the profit distribution plan for 2021 is: no cash dividend, no bonus shares and no conversion of provident fund into share capital in 2021.
For details, please refer to China Securities News, securities times, Shanghai Securities News and cninfo (www.cn. Info. Com. CN.) published on the same day as this announcement Special instructions on no profit distribution in 2021.
The independent directors have expressed their independent opinions on this proposal. See details published on cninfo.com.cn on the same day as this announcement Independent opinions of independent directors on matters related to the 14th meeting of the Fourth Board of directors.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
7、 The proposal on internal control evaluation report in 2021 was considered and adopted by 7 votes in favor, 0 against and 0 abstention.
See details published on cninfo.com.cn on the same day as this announcement Internal control evaluation report in 2021.
The independent directors have expressed their independent opinions on this proposal. See details published on cninfo.com.cn on the same day as this announcement Independent opinions of independent directors on matters related to the 14th meeting of the Fourth Board of directors.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
8、 With 7 affirmative votes, 0 negative votes and 0 abstention votes, the proposal on the summary report of the audit committee of the board of directors on the audit work of Ernst & Young Huaming Certified Public Accountants (special general partnership) in 2021 and the proposed appointment of the audit institution in 2022 was considered and adopted.
The audit committee of the board of directors of the company evaluated the annual audit work of Ernst & Young Huaming Certified Public Accountants (special general partnership) in 2021 and submitted the summary report of the audit committee of the board of directors on the audit work of Ernst & Young Huaming Certified Public Accountants (special general partnership) in 2021 to the board of directors. After deliberation and approval by the board of directors, it is proposed to reappoint Ernst & Young Huaming Certified Public Accountants (special general partnership) as the audit institution in 2022. For details, please refer to China Securities News, securities times, Shanghai Securities News and cninfo (www.cn. Info. Com. CN.) published on the same day as this announcement Announcement on the renewal of the company’s audit institution in 2022.
This proposal is submitted to the board of directors for deliberation after being approved in advance by the independent directors of the company. The independent directors have expressed their agreed independent opinions on this proposal. For details, see http://www.cn.info.com.cn. Published on the same day as this announcement Prior approval opinions of independent directors on matters related to the 14th meeting of the 4th board of directors and independent opinions of independent directors on matters related to the 14th meeting of the 4th board of directors.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
9、 With 7 affirmative votes, 0 negative votes and 0 abstention votes, the proposal on using self owned funds to carry out entrusted financial management business in 2022 was considered and adopted.
In 2022, the company (including wholly-owned and holding subsidiaries within the scope of consolidated statements) carried out entrusted financial management business with its own funds, with the upper limit of RMB 2.5 billion. Within this limit, the funds can be used on a rolling basis, but the maximum balance of entrusted financial management in a single day within the validity period shall not exceed the upper limit. The entrusted financial management business shall take effect from the date of approval by the general meeting of shareholders and shall be valid for 12 months.
For details, please refer to China Securities News, securities times, Shanghai Securities News and cninfo (www.cn. Info. Com. CN.) published on the same day as this announcement Announcement on using self owned funds for entrusted financial management in 2022.
The independent directors have expressed their independent opinions on this proposal. See details published on cninfo.com.cn on the same day as this announcement Independent opinions of independent directors on matters related to the 14th meeting of the Fourth Board of directors.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
10、 The proposal on using self owned funds to carry out securities investment business in 2022 was considered and adopted by 7 votes in favor, 0 against and 0 abstention.
In 2022, the company (including wholly-owned and holding subsidiaries within the scope of consolidated statements) carried out securities investment business with its own funds, with the upper limit of RMB 500 million. The transaction amount (including the relevant amount of reinvestment of investment income) at any point in the validity period shall not exceed the amount of securities investment. The securities investment business shall take effect from the date of approval by the board of directors and shall be valid for 12 months.
For details, please refer to China Securities News, securities times, Shanghai Securities News and cninfo (www.cn. Info. Com. CN.) published on the same day as this announcement Announcement on securities investment with self owned funds in 2022. The independent directors have expressed their independent opinions on this proposal. See details published on cninfo.com.cn on the same day as this announcement Independent opinions of independent directors on matters related to the 14th meeting of the Fourth Board of directors.
11、 With 7 affirmative votes, 0 negative votes and 0 abstention, the proposal on applying for comprehensive credit line from banks in 2022 was considered and adopted.
The total amount of comprehensive credit applied by the company to the bank in 2022 shall not exceed 3.5 billion yuan. The validity period of the line is 12 months after the approval of the board of directors. Within the validity period, the line can be used circularly and continuously. The specific amount and form of financing by the cooperative bank and the final bank shall be subject to the formal agreement signed by the company and the cooperative bank at that time.
In order to facilitate the follow-up matters related to the application for the above bank comprehensive credit line, the board of directors is requested to authorize the chairman or the authorized agent designated by the chairman to handle the above matters and sign relevant legal documents.
The independent directors have expressed their independent opinions on this proposal. See details published on cninfo.com.cn on the same day as this announcement Independent opinions of independent directors on matters related to the 14th meeting of the Fourth Board of directors.
12、 The proposal on the rolling revision of the 20182022 five year strategic plan was considered and adopted by 7 votes in favor, 0 against and 0 abstention.
13、 The proposal on changing the Secretary of the board of directors was considered and adopted by 7 votes in favor, 0 against and 0 abstention.
For details, please refer to China Securities News, securities times, Shanghai Securities News and cninfo (www.cn. Info. Com. CN.) published on the same day as this announcement Announcement on changing the Secretary of the board of directors.
The independent directors have expressed their independent opinions on this proposal. See details published on cninfo.com.cn on the same day as this announcement Independent opinions of independent directors on matters related to the 14th meeting of the Fourth Board of directors.
14、 With 7 affirmative votes, 0 negative votes and 0 abstention votes, the proposal on convening the 2021 annual general meeting of shareholders was considered and adopted.
For details, please refer to China Securities News, securities times, Shanghai Securities News and cninfo (www.cn. Info. Com. CN.) published on the same day as this announcement Notice on convening the 2021 annual general meeting of shareholders.
15、 With 7 affirmative votes, 0 negative votes and 0 abstention votes, the proposal on the compliance with relevant laws and regulations for the spin off of its subsidiary Suzhou Baisheng Power Machinery Co., Ltd. to be listed on the gem was deliberated and adopted.
Upon review, the board of directors agreed that Suzhou Yum Power Machinery Co., Ltd. (hereinafter referred to as “Yum power” or “issuer”), the holding subsidiary of the company, intends to issue RMB common shares to the public for the first time and list them on the gem of Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”) after the issuance is completed (hereinafter referred to as “this spin off”). In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the rules for the spin off of listed companies (for Trial Implementation) (hereinafter referred to as the “spin off provisions”) and other laws, regulations and normative documents, After careful self-examination and demonstration of the actual situation and relevant matters of the company, the board of Directors believes that Yum power meets the conditions for spin off and listing, and this spin off meets the provisions of relevant laws, regulations and normative documents.
This proposal is submitted to the board of directors for deliberation after being approved in advance by the independent directors of the company. The independent directors have expressed their agreed independent opinions on this proposal. For details, see http://www.cn.info.com.cn. Published on the same day as this announcement Prior approval opinions of independent directors on matters related to the 14th meeting of the 4th board of directors and independent opinions of independent directors on matters related to the 14th meeting of the 4th board of directors.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
16、 With 7 affirmative votes, 0 negative votes and 0 abstention votes, the proposal on the plan to spin off its subsidiary Suzhou Baisheng Power Machinery Co., Ltd. to be listed on the gem was deliberated and adopted.
After review, the board of directors considered and approved the plan to spin off its subsidiary Suzhou Baisheng Power Machinery Co., Ltd. to be listed on the gem. After the spin off, the ownership structure of Yum power will not change significantly, and the company will still maintain control over Yum power.
After the spin off and listing, yum power will continue to engage in the R & D, production and sales of outboard and general machinery products. In the future, yum power will continue to rely on existing technology research and development to improve product quality and service, strengthen research and development investment, and develop high-power and new energy outboard engine products with international competitiveness; At the same time, we will actively carry out technological innovation, orderly develop and extend water power products with outboard machines as the main line, and strive to become a world-class supplier of water power products. This spin off will help Yum power enrich its capital strength, enhance its risk prevention ability, improve its comprehensive competitiveness and profitability, establish an independent capital market platform and market-oriented incentive mechanism, fully stimulate its vitality and help its business grow and strengthen.
The initial plan for this spin off and listing is as follows:
1. Listing location: Shenzhen Stock Exchange gem.
2. Type of shares issued: RMB ordinary shares (A shares) listed in China.
3. Par value of shares: 1.00 yuan.
4. Issuing objects: inquiry objects that meet the relevant qualification requirements of China Securities Regulatory Commission and other regulatory institutions, as well as natural persons, legal persons and other institutional investors who open A-share securities accounts in Shenzhen Stock Exchange (except those prohibited by Chinese laws, regulations, rules and normative documents).
5. Issuance and listing time: Yum power will choose an appropriate time to issue after passing the review of Shenzhen Stock Exchange and performing the issuance and registration procedures of CSRC. The specific issuance date will be determined by the board of directors of Yum power authorized by the general meeting of shareholders of Yum power after passing the review of Shenzhen Stock exchange and performing the issuance and registration procedures of CSRC.
6. Issuance method: the combination of offline placement and online capital purchase and issuance, or other issuance methods recognized by the CSRC and Shenzhen Stock Exchange.
7. Issuance scale: the general meeting of shareholders of Yum power authorizes the board of directors of Yum power to
