Securities code: Sinomag Technology Co.Ltd(300835) securities abbreviation: Sinomag Technology Co.Ltd(300835) Announcement No.: 2022006
Sinomag Technology Co.Ltd(300835)
Announcement on the resolutions of the 14th meeting of the 5th board of directors
The company and all directors guarantee that the contents of the announcement are true, accurate and complete, and there are no false records, misleading statements or major omissions in the announcement.
1、 Meetings of the board of directors
Sinomag Technology Co.Ltd(300835) (hereinafter referred to as “the company”) the 14th meeting of the 5th board of directors was held by on-site voting on March 14, 2022. The notice and proposal of the meeting were sent out by mail and telephone on March 4, 2022. The meeting was convened and presided over by Xiong Yonghong, chairman of the board of directors. The meeting was held in accordance with the company law, the articles of association and other relevant provisions, and the resolutions made were legal and valid.
2、 Voting at the meeting
1. Deliberated and adopted the 2021 annual report and its summary
Details are disclosed on cninfo.com.cn on the same day Annual report of 2021 and summary of annual report of 2021
Voting results: 6 in favor, 0 abstention and 0 opposition.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
2. Deliberated and adopted the work report of the board of directors in 2021
Details are disclosed on cninfo.com.cn on the same day Work report of the board of directors in 2021.
Independent directors Mr. Zuo Yi, Mr. Cao ruiguo and Mr. Chen jiemiao submitted the report on the work of independent directors in 2021 to the board of directors respectively, and will report on their work at the 2021 general meeting of shareholders.
Voting results: 6 in favor, 0 abstention and 0 opposition.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
3. Deliberated and adopted the 2021 general manager’s work report
Mr. Xiong Yongge, the general manager of the company, reviewed the production, quality, sales, technology and other work in 2021, and prospected and planned the work in 2022.
Voting results: 6 in favor, 0 abstention and 0 opposition.
4. Deliberated and adopted the financial final accounts report of 2021
Details are disclosed on cninfo.com.cn on the same day Financial statement report of 2021
Voting results: 6 in favor, 0 abstention and 0 opposition.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
5. Deliberated and adopted the self-evaluation report on internal control in 2021
Details are disclosed on cninfo.com.cn on the same day Self evaluation report on internal control in 2021
Voting results: 6 in favor, 0 abstention and 0 opposition.
The independent directors of the company have expressed their independent opinions; The sponsor Guoyuan Securities Company Limited(000728) issued verification opinions.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
6. The special report on the deposit and use of raised funds in 2021 was reviewed and approved
Details are disclosed on cninfo.com.cn on the same day Special report of Sinomag Technology Co.Ltd(300835) on annual deposit and use of raised funds
Voting results: 6 in favor, 0 abstention and 0 opposition.
The independent directors of the company have expressed their independent opinions; The recommendation institution Guoyuan Securities Company Limited(000728) issued verification opinions; Tianjian Certified Public Accountants (special general partnership) issued a special assurance report.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
7. The proposal on closing investment projects with raised funds and permanently replenishing the surplus raised funds with working capital was deliberated and adopted
Details are disclosed on cninfo.com.cn on the same day Announcement on closing investment projects with raised funds and permanently replenishing working capital with surplus raised funds
Voting results: 6 in favor, 0 abstention and 0 opposition.
The independent directors of the company agree; The sponsor Guoyuan Securities Company Limited(000728) issued verification opinions.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
8. Deliberated and passed the proposal on the special explanation on the occupation of non operating funds and other related capital transactions in 2021
In strict accordance with the requirements of laws, regulations and normative documents such as the company law, the securities law, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, the company did not occupy the company’s funds for non operation by controlling shareholders and other related parties during the reporting period. The independent directors of the company have expressed their independent opinions on this proposal; Tianjian Certified Public Accountants (special general partnership) issued special audit instructions.
See details disclosed on cninfo.com.cn on the same day Special audit instructions on the occupation of Sinomag Technology Co.Ltd(300835) non operating funds and other related capital transactions
Voting results: 6 in favor, 0 abstention and 0 opposition.
9. The plan on profit distribution and conversion of reserve fund into share capital in 2021 was reviewed and approved
The company’s profit distribution plan for 2021 is as follows: Based on the company’s existing total share capital of 70670000 shares, the company will distribute cash dividends of RMB 2 (including tax) for every 10 shares, and it is expected to distribute a total of RMB 14134000 in cash. At the same time, the capital Reserve will be converted into 7 shares for every 10 shares to all shareholders. After the conversion, the company’s total share capital will be increased to 120139000 shares without bonus shares, The remaining undistributed profits are carried forward and distributed in subsequent years.
This plan will be submitted to the general meeting of shareholders for deliberation, and the general meeting of shareholders will authorize the board of directors to change the articles of association according to the registered capital after the implementation of the plan for profit distribution and conversion of provident fund into share capital in 2021.
See details disclosed on cninfo.com.cn on the same day Announcement on the plan for profit distribution and conversion of provident fund into share capital in 2021
Voting results: 6 in favor, 0 abstention and 0 opposition.
The independent directors of the company have expressed their independent opinions, and this proposal needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
10. Deliberated and passed the proposal on renewing the appointment of audit institutions in 2022
Details are disclosed on cninfo.com.cn on the same day Announcement on reappointment of audit institutions in 2022.
Voting results: 6 in favor, 0 abstention and 0 opposition.
The independent directors have issued the independent opinions approved and agreed in advance, and this proposal needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
11. The proposal on the remuneration of directors, supervisors and senior managers of the company in 2022 was deliberated and adopted
Content of the proposal: see details disclosed on cninfo.com.cn on the same day Announcement on the remuneration scheme of directors, supervisors and senior managers of the company in 2022
Voting results: 6 in favor, 0 abstention and 0 opposition.
The independent directors have expressed their independent opinions, and this proposal needs to be submitted to the 2021 annual general meeting of shareholders for deliberation. 12. The proposal on the estimated amount of daily connected transactions in 2022 was deliberated and adopted
Content of the proposal: see details disclosed on cninfo.com.cn on the same day Announcement on the estimated amount of daily connected transactions in 2022
Voting results: 4 in favor, 0 abstention and 0 opposition. Affiliated directors Xiong Yonghong and Xiong Yongge avoided voting.
The independent recommendation institution has issued opinions and approved the independent recommendation institution in advance.
13. The proposal on the application for comprehensive credit line by the company and its subsidiaries was deliberated and adopted
Details are disclosed on cninfo.com.cn on the same day Announcement on the application for comprehensive credit line by the company and its subsidiaries
Voting results: 6 in favor, 0 abstention and 0 opposition.
The independent directors of the company have expressed their independent opinions on this proposal, which needs to be submitted to the 2021 annual general meeting for deliberation.
14. Deliberated and adopted the proposal on by election of non independent directors of the 5th board of directors
Details are disclosed on cninfo.com.cn on the same day Announcement on resignation of the company’s supervisors, by election of the company’s directors and supervisors and appointment of senior managers.
Voting results: 6 in favor, 0 abstention and 0 opposition.
The independent directors have expressed their independent opinions, and this proposal needs to be submitted to the 2021 annual general meeting of shareholders for deliberation. 15. Deliberated and passed the proposal on the appointment of senior managers
Details are disclosed on cninfo.com.cn on the same day Announcement on resignation of the company’s supervisors, by election of the company’s directors and supervisors and appointment of senior managers.
Voting results: 6 in favor, 0 abstention and 0 opposition.
The independent directors expressed their independent opinions.
16. Deliberated and passed the proposal on investment and establishment of subsidiaries
Details are disclosed on cninfo.com.cn on the same day Announcement on investment and establishment of subsidiaries.
Voting results: 6 in favor, 0 abstention and 0 opposition.
17. Deliberated and passed the proposal on Amending the articles of Association
According to the company’s situation and the needs of the company’s actual operation and management, the company revised the articles of association accordingly. Details are disclosed on cninfo.com.cn on the same day Comparison table of amendments to the articles of Association (March 2022).
Voting results: 6 in favor, 0 abstention and 0 opposition.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
18. Deliberated and adopted the proposal on proposing to convene the 2021 annual general meeting of shareholders
See details disclosed on cninfo.com.cn on the same day Notice on convening the 2021 annual general meeting of shareholders.
Voting results: 6 in favor, 0 abstention and 0 opposition.
3、 Documents for future reference
1. Resolutions of the 14th meeting of the 5th board of directors;
2. Prior approval opinions of independent directors on matters related to the 14th meeting of the Fifth Board of directors;
3. Independent opinions of independent directors on matters related to the 14th meeting of the 5th board of directors;
4. Guoyuan Securities Company Limited(000728) special verification opinions on the deposit and use of raised funds in Sinomag Technology Co.Ltd(300835) 2021;
5. Guoyuan Securities Company Limited(000728) verification opinions on the estimated amount of daily connected transactions in Sinomag Technology Co.Ltd(300835) 2022;
6. Guoyuan Securities Company Limited(000728) verification opinions on the closing of Sinomag Technology Co.Ltd(300835) raised capital project and permanently replenishing the surplus raised capital into working capital;
7. Guoyuan Securities Company Limited(000728) verification opinions on Sinomag Technology Co.Ltd(300835) internal control self-evaluation report;
8. Tianjian Certified Public Accountants (special general partnership) tianjianshen [2022] 1-26 special audit statement on the occupation of non operating funds and other related capital transactions;
9. Tianjian Certified Public Accountants (special general partnership) tianjianshen [2022] No. 1-25 verification report on the annual storage and use of raised funds.
It is hereby announced
Sinomag Technology Co.Ltd(300835) board of directors March 15, 2022
