Securities code: Sealand Securities Co.Ltd(000750) securities abbreviation: Sealand Securities Co.Ltd(000750) Announcement No.: 202212 Sealand Securities Co.Ltd(000750)
Announcement on the resolutions of the 14th meeting of the ninth 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.
Sealand Securities Co.Ltd(000750) (hereinafter referred to as the company) the notice of the 14th meeting of the ninth board of directors was sent by e-mail on March 4, 2022. The meeting was held in the conference room on the 4th floor of Guohai building, No. 46 Binhu Road, Nanning, Guangxi on March 16, 2022 in the form of on-site meeting and video conference. The meeting should have 9 directors and actually 9 directors. Ni shoubin and Liu Jinrong attended the meeting by video, and the other seven directors attended the meeting on site. The meeting was presided over by Ms. He Chunmei, chairman of the company. The convening, convening and voting of the meeting comply with the provisions of the company law and the articles of association, and the resolutions are legal and effective. The meeting passed the following proposals by voting:
1、 Voting results of the proposal on deliberation of the company’s 2021 annual management work report: 9 in favor, 0 against and 0 abstention.
2、 Voting results of the proposal on reviewing the work report of the board of directors in 2021: 9 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
The full text of the report was posted on the website of cninfo (www.cn. Info. Com. CN.) on the same day as this announcement disclosure.
3、 Annual report of the board of directors on strategy and investment of the company 2021
Voting results: 9 in favor, 0 against and 0 abstention.
4、 Proposal on reviewing the 2021 annual work report of the remuneration and Nomination Committee of the board of directors of the company
Voting results: 9 in favor, 0 against and 0 abstention.
5、 Proposal on reviewing the 2021 annual work report of the audit committee of the board of directors of the company
Voting results: 9 in favor, 0 against and 0 abstention.
6、 Proposal on reviewing the 2021 annual work report of the risk control committee of the board of directors of the company
Voting results: 9 in favor, 0 against and 0 abstention.
7、 Proposal on reviewing the 2021 annual performance report of independent directors of the company
The motion is voted on item by item as follows:
(I) performance report of Ni shoubin independent director in 2021
Voting results: 9 in favor, 0 against and 0 abstention.
(II) performance report of independent director Liu Jinrong in 2021
Voting results: 9 in favor, 0 against and 0 abstention.
(III) performance report of Ruan Shuqi independent director in 2021
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
The performance reports of the three independent directors were posted on the website of cninfo (www.cn. Info. Com. CN.) on the same day as this announcement disclosure.
8、 Proposal on reviewing the performance assessment report of the company’s directors in 2021
The motion is voted on item by item as follows:
(I) chairman he Chunmei’s performance assessment in 2021 is qualified. Voting results: 8 in favor, 0 against and 0 abstention.
Ms. He Chunmei, chairman of the board, avoided voting.
(II) director Wang Haihe was qualified in 2021. Voting results: 8 in favor, 0 against and 0 abstention.
Mr. Wang Haihe withdrew from the voting.
(III) director Wu Zenglin was qualified in the performance assessment in 2021. Voting results: 8 in favor, 0 against and 0 abstention.
Mr. Wu Zenglin, the director, avoided voting.
(IV) director Zhang Jun’s performance assessment results in 2021 are competent.
Voting results: 8 in favor, 0 against and 0 abstention.
Mr. Zhang Jun, the director, avoided voting.
(V) director Lin Guochao was qualified in the performance assessment in 2021.
Voting results: 8 in favor, 0 against and 0 abstention.
Mr. Lin Guochao, the director, avoided voting.
(VI) director Qin min’s performance assessment results in 2021 are competent.
Voting results: 8 in favor, 0 against and 0 abstention.
Mr. Qin min, the director, avoided voting.
(VII) Ni shoubin’s performance appraisal result of independent director in 2021 is qualified. Voting results: 8 in favor, 0 against and 0 abstention.
Mr. Ni shoubin, an independent director, avoided voting.
(VIII) Liu Jinrong’s performance appraisal result in 2021 is qualified. Voting results: 8 in favor, 0 against and 0 abstention.
Mr. Liu Jinrong, an independent director, avoided voting.
(IX) Ruan Shuqi’s performance appraisal result in 2021 is qualified. Voting results: 8 in favor, 0 against and 0 abstention.
Mr. Ruan Shuqi, an independent director, avoided voting.
9、 Proposal on the special explanation of the board of directors on the performance appraisal and remuneration of directors in 2021
Voting results: 9 in favor, 0 against and 0 abstention.
The special explanation shall be submitted to the general meeting of shareholders for hearing.
The special description was posted on the website of cninfo (www.cn. Info. Com. CN.) on the same day as this announcement disclosure.
10、 Proposal on reviewing the performance appraisal results of senior managers of the company in 2021
Voting results: 9 in favor, 0 against and 0 abstention.
The independent directors of the company unanimously agreed on the matter and issued independent opinions.
11、 Proposal on the special explanation of the board of directors on the performance, performance appraisal and remuneration of senior managers in 2021
Voting results: 9 in favor, 0 against and 0 abstention.
The special explanation shall be submitted to the general meeting of shareholders for hearing.
The special description was posted on the website of cninfo (www.cn. Info. Com. CN.) on the same day as this announcement disclosure.
12、 Voting results of the proposal on deliberation of the company’s 2021 annual financial statements: 9 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
13、 Voting results of the proposal on reviewing the company’s 2022 financial budget report: 9 in favor, 0 against and 0 abstention.
14、 Voting results of the proposal on deliberation of the company’s annual report and summary in 2021: 9 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
The full text of the annual report is on the same day as this announcement on cninfo website (www.cn. Info. Com. CN.) disclosure. The summary of the annual report is on the same day as this announcement in China Securities Journal, securities times, Shanghai Securities News, securities daily and cninfo website (www.cn. Info. Com. CN.) disclosure.
15、 According to the proposal on reviewing the company’s profit distribution plan for 2021, the net profit attributable to the shareholders of the listed company in 2021 was 76461939632 yuan and the net profit of the parent company was 37491227079 yuan. According to the company law, the securities law, the financial rules for financial enterprises, the articles of association and the relevant provisions of the China Securities Regulatory Commission, the company withdraws 3749122708 yuan of legal surplus reserve at 10% of the annual net profit of the parent company, 4150920922 yuan of general risk reserve and 3749122708 yuan of transaction risk reserve. The distributable profit realized by the parent company in 2021 is 25842060741 yuan. After adding the undistributed profit at the beginning of the year and deducting the profit distributed to shareholders in 2021, the undistributed profit of the company at the end of 2021 is 80404585521 yuan. According to the provisions of the CSRC, the income from changes in fair value in the profits available for distribution of securities companies shall not be used for cash dividends to shareholders. As the income from changes in fair value in the profits available for distribution at the end of 2021 is negative and does not need to be deducted, the profits available for distribution to investors of the company are 80404585521 yuan as of December 31, 2021; The balance of the company’s capital reserve is 899451069589 yuan. Considering the interests of shareholders and the development of the company, the company’s profit distribution plan for 2021 is as follows:
Based on the company’s existing total share capital of 5444525514 shares, cash dividends of RMB 0.35 (including tax) are distributed to all shareholders of the company for every 10 shares, and stock dividends are not distributed. A total profit of RMB 19055839299 is distributed, and the remaining undistributed profit of RMB 61348746222 is carried forward to the next year; In 2021, the company did not convert capital reserve into share capital. From the date of deliberation and approval by the board of directors to the equity registration date of equity distribution, if the total share capital of the company changes, the distribution proportion per share will be adjusted accordingly according to the latest total share capital in accordance with the principle of fixed total cash dividends.
The company’s profit distribution plan for 2021 complies with the profit distribution policy stipulated in the articles of association and the company’s shareholder return plan for the next three years (20212023). There is no significant difference between the company’s cash dividend level and the average level of Listed Companies in the industry.
Voting results: 9 in favor, 0 against and 0 abstention.
The independent directors of the company unanimously agreed on the matter and issued independent opinions.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
16、 Proposal on reviewing the company’s 2021 social responsibility and ESG Report
Voting results: 9 in favor, 0 against and 0 abstention.
The full text of the report was posted on the website of cninfo (www.cn. Info. Com. CN.) on the same day as this announcement disclosure.
17、 Proposal on reviewing the special report on information technology management of the company in 2021
Voting results: 9 in favor, 0 against and 0 abstention.
18、 Proposal on reviewing the company’s internal control evaluation report in 2021
Voting results: 9 in favor, 0 against and 0 abstention.
The independent directors of the company unanimously agreed on the matter and issued independent opinions.
The full text of the report was posted on the website of cninfo (www.cn. Info. Com. CN.) on the same day as this announcement disclosure.
19、 Proposal on reviewing the special audit report on related party transactions of the company in 2021
Voting results: 9 in favor, 0 against and 0 abstention.
20、 Proposal on reviewing the company’s 2021 annual report on clean practice management
Voting results: 9 in favor, 0 against and 0 abstention.
21、 Voting results of the proposal on reviewing the company’s compliance report in 2021: 9 in favor, 0 against and 0 abstention.
22、 Proposal on reviewing the company’s 2021 annual risk control index report
Voting results: 9 in favor, 0 against and 0 abstention.
The full text of the report was posted on the website of cninfo (www.cn. Info. Com. CN.) on the same day as this announcement disclosure.
23、 Proposal on reviewing the company’s 2021 annual risk assessment report
Voting results: 9 in favor, 0 against and 0 abstention.
24、 Proposal on reviewing the scale and risk limit of the company’s own capital securities investment business in 2022
It is agreed that the scale and risk limit of the company’s own capital securities investment business in 2022 are as follows:
(I) the maximum investment scale of proprietary non equity securities and their derivatives is 400% of the company’s net capital. Its risk limit is 3% of the maximum investment scale. (II) the maximum investment scale of proprietary equity securities and their derivatives is 55% of the company’s net capital. Its risk limit is 10% of the maximum investment scale.
It is agreed to authorize the management of the company to manage its own capital securities investment within the above limit in accordance with national laws and regulations, company rules and regulations and market analysis and judgment. This authorization is valid until the next authorization.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
25、 Proposal on reviewing the company’s 2022 risk preference and risk tolerance plan
Agree to the company’s 2022 risk appetite and risk tolerance plan, and authorize the company’s management to carry out business within the index range of the 2022 risk tolerance plan. This authorization is valid until the next authorization.
Voting results: 9 in favor, 0 against and 0 abstention.
