Securities code: Guangzhou Echom Sci.&Tech.Co.Ltd(002420) securities abbreviation: Yichang technology Announcement No.: 2022007 Guangzhou Echom Sci.&Tech.Co.Ltd(002420)
Announcement on the resolutions of the 24th Meeting of the 5th board of directors
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and are liable for false records, misleading statements or major omissions in the announcement.
Guangzhou Echom Sci.&Tech.Co.Ltd(002420) the notice of the 24th Meeting of the 5th board of directors was sent to all directors, supervisors and senior managers by mail, fax and telephone on February 28, 2022. The meeting was held at 2:30 p.m. on March 14, 2022 in Conference Room 303 of phase II of the company. There were 7 directors who should vote and 7 directors who actually voted. Some supervisors and all senior managers attended the meeting as nonvoting delegates. The meeting was presided over by Mr. Ning Hongtao, the chairman of the board of directors. The notice, convening, convening and voting procedures of the meeting comply with the provisions of the company law, relevant laws, regulations, rules, normative documents and the articles of association. Through voting, the board of directors adopted the following resolutions:
1、 The proposal on the work report of the board of directors in 2021 was considered and adopted.
Voting: 7 in favor, 0 against and 0 abstention.
See http://www.cn.info.com.cn for details Work report of the board of directors in 2021.
Ruan Feng, Shen Zhaozhang and Zhang Xiaocheng, the independent directors of the company, respectively 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. See http://www.cn.info.com.cn for details of the 2021 annual report of independent directors.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
2、 The proposal on the work report of the general manager in 2021 was deliberated and adopted.
Voting: 7 in favor, 0 against and 0 abstention.
3、 The proposal on the 2021 annual financial statement report was deliberated and adopted.
Voting: 7 in favor, 0 against and 0 abstention.
According to the unqualified audit report of "Daxin Shen Zi [2022] No. 300060" issued by Daxin certified public accountants for the company, the company realized an operating revenue of 374435327328 yuan in 2021, with a year-on-year increase of 22.24%; The net profit attributable to the shareholders of the listed company was 7436964578 yuan, a year-on-year increase of 12.95%, and the net profit attributable to the shareholders of the listed company after deducting non recurring profits and losses was 4718113348 yuan, a year-on-year increase of 31.60%.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
4、 The proposal on the 2021 annual report and its summary was deliberated and adopted.
Voting: 7 in favor, 0 against and 0 abstention.
See http://www.cn.info.com.cn for details The 2021 annual report, the 2021 annual report summary, and the 2021 annual report summary are also published in the securities times and China Securities Journal.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
5、 The proposal on the 2021 profit distribution plan was deliberated and adopted.
Voting: 7 in favor, 0 against and 0 abstention.
According to the audit of Daxin certified public accountants, the company (parent company) achieved a net profit of 202107039 yuan in 2021, plus the undistributed profit of -45074296317 yuan at the beginning of the year, deducting the distributed profit of 0 yuan this year and withdrawing the surplus reserve of 0 yuan. The profit available for distribution to shareholders of the company was -44872189278 yuan.
In view of the insufficient cash flow and book capital of the company, considering the sustainable and effective development of the company and taking into account the future interests of the company's shareholders, it is proposed not to distribute cash dividends, bonus shares or increase share capital with provident fund in 2021.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
6、 The proposal on changes in accounting estimates was deliberated and adopted.
Voting: 7 in favor, 0 against and 0 abstention.
This accounting estimate change is a reasonable change made according to the requirements of the Ministry of Finance and complies with relevant regulations. The changed accounting estimate can objectively and fairly reflect the company's financial status and operating results, will not have a significant impact on the company's financial statements, and will not harm the interests of the company and all shareholders, especially minority shareholders.
7、 The proposal on self evaluation report on internal control in 2021 was considered and adopted. Voting: 7 in favor, 0 against and 0 abstention.
The independent directors believe that the company's internal control system meets the requirements of relevant Chinese laws and regulations and securities regulatory authorities, and is suitable for the actual needs of the company's current business activities. The company's internal control mechanism is basically complete, reasonable and effective. The self-evaluation report of the company's internal control truly and objectively reflects the construction and operation of the company's internal control system.
See cninfo.com (www.cn. Info. Com. CN.) for the self-evaluation report on internal control in 2021 and the independent opinions of independent directors on this matter.
8、 The proposal on the prediction of 2022's daily connected transactions with Kingfa Sci.& Tech.Co.Ltd(600143) was deliberated and adopted.
Voting: 4 in favor, 0 against and 0 abstention (directors Ning Hongtao, Xiong Haitao and Li Nanjing avoided voting).
See securities times, China Securities News and cninfo.com.cn for details Announcement on the forecast of daily connected transactions in 2022. This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
9、 The proposal on the estimation of related party transactions with Guangdong Yichang Investment Co., Ltd. in 2022 was deliberated and adopted.
Voting: 5 in favor, 0 against and 0 abstention (directors Li Nanjing and Ren Xuefeng abstained from voting).
See securities times, China Securities News and cninfo.com.cn for details Announcement on the forecast of daily connected transactions in 2022. This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
10、 The proposal on the prediction of daily connected transactions with GAOJIN FUHENG Group Co., Ltd. in 2022 was deliberated and adopted.
Voting: 4 in favor, 0 against and 0 abstention (directors Ning Hongtao, Xiong Haitao and Li Nanjing avoided voting).
See securities times, China Securities News and cninfo.com.cn for details Announcement on the forecast of daily connected transactions in 2022. This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
11、 The proposal on providing guarantee for subsidiaries was passed.
Voting: 7 in favor, 0 against and 0 abstention.
In order to meet the development needs of Guangzhou Echom Sci.&Tech.Co.Ltd(002420) and its wholly-owned subsidiaries, holding subsidiaries and subsidiaries, the company plans to provide the following guarantees to its wholly-owned subsidiaries, holding subsidiaries and subsidiaries:
1. Guarantee no more than RMB 300 million to Jiangsu Yichang Technology Co., Ltd. (hereinafter referred to as "Jiangsu Yichang");
2. Guarantee no more than RMB 300 million to Qingdao HENGJIA Precision Technology Co., Ltd. (hereinafter referred to as "Qingdao HENGJIA");
3. The guarantee for Suzhou Yichang New Energy Technology Co., Ltd. (hereinafter referred to as "Suzhou Yichang") shall not exceed RMB 100 million;
4. Guarantee no more than RMB 200 million to Wuhu Yichang Technology Co., Ltd. (hereinafter referred to as "Wuhu Yichang");
5. The guarantee for Anhui Yichang Technology Co., Ltd. (hereinafter referred to as "Anhui Yichang") shall not exceed RMB 200 million;
6. The guarantee for Anhui huihetai Intelligent Technology Co., Ltd. (hereinafter referred to as "huihetai") shall not exceed RMB 20 million.
7. The guarantee for Hefei Yichang New Energy Technology Co., Ltd. (hereinafter referred to as "Hefei Yichang") shall not exceed RMB 60 million.
The board of directors of the company authorizes the chairman of the company or his designated authorized agent to handle the above guarantee matters and sign relevant legal documents. When handling specific business, the signature or seal of the chairman of the company has the same legal effect.
See securities times, China Securities News and cninfo.com.cn for details Announcement on providing guarantee for the financing of subsidiaries and subsidiaries.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
12、 The proposal on the appointment of deputy general manager was deliberated and adopted.
Voting: 7 in favor, 0 against and 0 abstention.
According to the recommendation of the recommender who meets the provisions of the articles of association and the qualification examination of the nomination and salary assessment committee of the board of directors of the company, it is agreed to appoint Mr. Liu Wei as the deputy general manager of the company (attached with the resume), and the term of office is from the date of adoption of the board of directors to the expiration of the Fifth Board of directors.
Independent directors have expressed independent opinions on the appointment of senior managers by the board of directors of the company. For the full text, see http://www.cn.info.com.cn.
13、 The proposal on convening the 2021 annual general meeting of shareholders was deliberated and adopted.
Voting: 7 in favor, 0 against and 0 abstention.
The notice of the meeting was published in the securities times, China Securities News and cninfo (www.cn. Info. Com. CN.) on March 15, 2022.
14、 The proposal on applying for comprehensive credit in 2022 was deliberated and adopted.
Voting: 7 in favor, 0 against and 0 abstention.
In order to ensure the smooth progress of the company's businesses and meet the daily operating capital needs, the company and its holding subsidiaries plan to apply for operational comprehensive credit line from banks and other financial institutions, and the application line shall be subject to the relevant Reply of banks and other financial institutions. Handle relevant businesses within the comprehensive credit line, including but not limited to working capital loans, medium and long-term loans, bank acceptance bills, commercial acceptance bills, letter of guarantee, letter of credit and so on. The board of directors of the company requests the general meeting of shareholders to authorize the following according to the credit amount of the company and its holding subsidiaries and other single entities:
1. If the credit amount applied by Guangzhou Echom Sci.&Tech.Co.Ltd(002420) single entity to the bank does not exceed 1 billion yuan (including), the chairman is authorized to decide.
2. If the amount of credit applied by other single entities to the bank does not exceed 600 million yuan (including), authorize the chairman to decide.
3. The board of directors of the company authorizes the chairman or his designated authorized agent to handle the above credit line application. Authorize the chairman to decide and sign relevant agreements and legal documents. When handling specific business, the signature or seal of the chairman shall have the same legal effect.
The above credit line is not equal to the actual financing amount of the company. The specific financing amount will be determined according to the actual capital demand of the company's production and operation. Within the credit line, the actual financing amount of each bank and the company shall prevail, and the validity period is from the date of deliberation and approval of the 2021 annual general meeting to the date of holding the next annual general meeting.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
Independent directors have expressed independent opinions and prior approval opinions on matters related to the board of directors of the company. For the full text, see http://www.cn.info.com.cn.
15、 Documents for future reference
1. Resolutions of the board of directors signed and sealed by the directors present at the meeting.
It is hereby announced.
Guangzhou Echom Sci.&Tech.Co.Ltd(002420) board of directors March 14, 2022 Annex I:
Liu Wei, male, Chinese nationality, was born in December 1981 and graduated from Xi'an University of technology with a bachelor's degree in management in 2005. He joined Guangzhou Echom Sci.&Tech.Co.Ltd(002420) in July 2005 and successively served as the sponsor of Anhui Yichang accounting, the financial director of Wuxi Jinyue and the director of Shenyang Yichang finance department. Now he is the financial director of Guangzhou Echom Sci.&Tech.Co.Ltd(002420) finance.
As of March 14, 2022, Mr. Liu Wei did not directly or indirectly hold the shares of the company. Mr. Liu Wei has no relationship with shareholders, controlling shareholders and actual controllers holding more than 5% of the shares of the company.
Mr. Liu Wei is not under any of the following circumstances: (1) one of the circumstances specified in Article 146 of the company law; (2) Being prohibited from entering the securities market by the CSRC, and the term has not expired; (3) Being publicly recognized by the stock exchange as unfit to serve as directors, supervisors and senior managers of listed companies, and the term has not expired; (4) Administrative punishment by the CSRC in the last three years; (5) Being publicly condemned or criticized by the stock exchange for more than three times in the past three years; (6) Being placed on file for investigation by judicial organs for suspected crimes or being placed on file for investigation by CSRC for suspected violations of laws and regulations, and there is no clear conclusion; (7) It is publicized by the CSRC on the public inquiry platform of illegal and dishonest information in the securities and futures market or included in the list of dishonest Executees by the people's court.
