Securities code: Shenzhen Fluence Technology Plc(300647) securities abbreviation: Shenzhen Fluence Technology Plc(300647) Announcement No.: 2022025 Shenzhen Fluence Technology Plc(300647)
Announcement of resolutions of the 13th meeting of the third 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. The meeting of the board of directors was convened by Mr. Du Jianjun, chairman of the board of directors. The notice of the meeting was sent to all directors by e-mail on March 8, 2022. The notice of the meeting of the board of directors includes relevant materials of the meeting and lists the time, place, content and method of the meeting.
2. The board of directors was convened by means of communication voting at 09:00 on March 18, 2022.
3. There are 5 directors who should attend the board meeting, and 5 directors actually attended the meeting, including 2 independent directors. 4. The board of directors was presided over by Mr. Du Jianjun, chairman, and some supervisors and senior managers attended the board of directors as nonvoting delegates.
5. The convening and voting procedures of this meeting comply with the company law of the people's Republic of China and other laws and regulations and the relevant provisions of Shenzhen Fluence Technology Plc(300647) articles of association.
2、 Deliberations of the board meeting
1. Reviewed and adopted the 2021 annual general manager work report;
Voting results: 5 in favor, 0 against and 0 abstention. The proposal was adopted.
2. Deliberated and adopted the work report of the board of directors in 2021;
For details, please refer to the company's website on the same day (www.cn. Info. Com. CN.) Disclosed the work report of the board of directors in 2021.
Mr. Gong Zhaohui and Mr. Yang Wen, the independent directors of the company, 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. For details, please refer to the company's website on the same day (www.cn. Info. Com. CN.) Report on the work of independent directors in 2021 disclosed.
Voting results: 5 in favor, 0 against and 0 abstention. The proposal was adopted.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
3. Considered and adopted the annual report for 2021 and its summary;
For details, please refer to the company's website on the same day (www.cn. Info. Com. CN.) Disclosed annual report 2021 and its summary.
Voting results: 5 in favor, 0 against and 0 abstention. The proposal was adopted.
The board of supervisors of the company issued audit opinions on this matter. This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
4. Deliberated and adopted the financial final accounts report of 2021;
For details, please refer to the company's website on the same day (www.cn. Info. Com. CN.) Disclosed financial final accounts report of 2021.
Voting results: 5 in favor, 0 against and 0 abstention. The proposal was adopted.
The board of supervisors of the company issued audit opinions on this matter. This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
5. Reviewed and adopted the 2021 annual audit report;
Zhongshen Zhonghuan Certified Public Accountants (special general partnership) issued the audit report of Shenzhen Fluence Technology Plc(300647) 2021 on March 18, 2022. The report is a standard unqualified audit report, which truly, objectively, accurately and fairly reflects the actual situation of the company in 2021.
For details, please refer to the company's website on the same day (www.cn. Info. Com. CN.) Disclosed 2021 annual audit report.
Voting results: 5 in favor, 0 against and 0 abstention. The proposal was adopted.
The board of supervisors of the company issued audit opinions on this matter.
6. The proposal on the profit distribution plan for 2021 was reviewed and approved;
The company's profit distribution plan for 2021 is: no cash dividend, no bonus shares, no capital reserve to increase share capital, and the undistributed profit is carried forward to the next year.
The board of Directors believes that the company's profit distribution plan for 2021 is in line with the actual situation of the company, the company law, the articles of association, the company's shareholder dividend return plan for the next three years (20192021) and other relevant provisions. It fully considers the reasonable return of shareholders and the reasonable profit distribution made by the sustainable development of the company, agrees to the proposal and agrees to submit it to the general meeting of shareholders for deliberation.
For details, please refer to the company's website on the same day (www.cn. Info. Com. CN.) Special instructions on no profit distribution in 2021 disclosed.
Voting results: 5 in favor, 0 against and 0 abstention. The proposal was adopted.
The board of supervisors of the company issued audit opinions on the matter; The independent directors of the company have expressed their independent opinions on this proposal. This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
7. Reviewed and approved the special report on the deposit and use of raised funds in 2021;
For details, please refer to the company's website on the same day (www.cn. Info. Com. CN.) Special report on the deposit and use of raised funds in 2021 disclosed.
Voting results: 5 in favor, 0 against and 0 abstention. The proposal was adopted.
The board of supervisors of the company issued audit opinions on the matter; The independent directors of the company have expressed their independent opinions on this proposal.
8. Deliberated and adopted the report on self-evaluation of internal control in 2021;
For details, please refer to the company's website on the same day (www.cn. Info. Com. CN.) Self evaluation report on internal control in 2021 disclosed.
Voting results: 5 in favor, 0 against and 0 abstention. The proposal was adopted.
The board of supervisors of the company issued audit opinions on the matter; The independent directors of the company have expressed their independent opinions on this proposal. The sponsor Guosheng Securities Co., Ltd. issued the verification opinions on the self-evaluation report of internal control in Shenzhen Fluence Technology Plc(300647) 2021. Zhongshen Zhonghuan Certified Public Accountants (special general partnership) issued Shenzhen Fluence Technology Plc(300647) internal control assurance report. For details of the above documents, the company disclosed them on the same day on the information disclosure website designated by the CSRC.
9. The proposal on the renewal of the company's audit institution in 2022 was deliberated and adopted;
Zhongshen Zhonghuan Certified Public Accountants (special general partnership) followed the professional standards of independence, objectivity and impartiality during its tenure as the company's audit institution, and successfully completed various audits in 2021.
In order to maintain the stability and continuity of the company's audit work, it is agreed to renew the appointment of zhongshenzhonghuan Certified Public Accountants (special general partnership) as the company's audit institution in 2022 for one year, and submit to the general meeting of shareholders to authorize the board of directors to negotiate with the audit institution to determine the audit fee according to the actual business and market conditions of the company in 2022.
Voting results: 5 in favor, 0 against and 0 abstention. The proposal was adopted.
The board of supervisors of the company issued audit opinions on the matter; The independent directors of the company have expressed their prior approval and independent opinions on this proposal. This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
For details, please refer to the company's website on the same day (www.cn. Info. Com. CN.) Announcement on reappointment of the company's audit institution in 2022 disclosed by the company.
10. Deliberated and passed the proposal on the allowance scheme for independent directors in 2022;
According to the articles of association and relevant salary system, combined with the actual situation of the company's business scale and referring to the salary level of the industry, the board of directors of the company agreed that the allowance standard for independent directors in 2022 was 80000 yuan only (before tax) / person, which was paid on a monthly basis. The travel expenses and relevant reasonable expenses of independent directors for attending the board of directors and shareholders' meeting shall be reimbursed in accordance with the company law, the articles of association and other relevant provisions.
Related independent directors Mr. Gong Zhaohui and Mr. Yang Wen avoided voting.
Voting results: 3 affirmative votes, 0 negative votes, 0 abstention votes and 2 avoidance votes. The proposal was adopted. This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
11. The proposal on the remuneration scheme of non independent directors and senior managers in 2022 was deliberated and adopted;
In order to further improve the salary management of the company's non independent directors and senior managers, fully mobilize the work enthusiasm of the company's non independent directors and senior managers, give further play to their functions and create greater value for the company and shareholders, according to the relevant provisions of the articles of association, with reference to the industry level and in combination with the actual situation of the company, the board of directors Based on the comprehensive consideration of the scope of work and main responsibilities of senior managers, the remuneration plan for non independent directors and senior managers of the company in 2022 is proposed, as follows:
(1) Non independent directors (including the chairman of the board) who hold specific management positions in the company will receive corresponding remuneration according to their specific positions in the company, and will not be paid separately;
(Note: Mr. Du Jianjun, a non independent director, is paid as the general manager of the company, Mr. Zhang Zhenghua is paid as the deputy general manager of the company, and Mr. Lee Kuan Yew is not paid as a director of the company.)
(2) Salary of senior managers = basic annual salary + annual performance salary.
Mr. Du Jianjun's basic annual salary is 720000, Mr. Zhang Zhenghua's basic annual salary is 360000, Mr. Liu Weihong, Mr. Mao song and Mr. Wang Jun's basic annual salary is 480000, and the basic annual salary is paid monthly.
The annual performance salary is based on the company's annual business objectives and positions in the company, the business objectives and tasks set by the company at the beginning of the year, and the actual completion of the objectives and tasks. If the above-mentioned personnel hold specific management positions in the subsidiary, they will be paid according to the relevant salary and performance appraisal management system of the subsidiary.
Related non independent directors Mr. Du Jianjun and Mr. Zhang Zhenghua need to avoid voting.
Voting results: 3 affirmative votes, 0 negative votes, 0 abstention votes and 2 avoidance votes. The proposal was adopted. The independent directors of the company have expressed their independent opinions on this proposal. This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
12. Reviewed and approved the summary of non operating capital occupation and other related capital transactions in 2021;
For details, please refer to the company's website on the same day (www.cn. Info. Com. CN.) Disclosed the special audit report on the summary of Shenzhen Fluence Technology Plc(300647) non operating fund occupation and other related capital transactions issued by China audit Zhonghuan Certified Public Accountants (special general partnership).
Voting results: 5 in favor, 0 against and 0 abstention. The proposal was adopted.
The board of supervisors of the company issued audit opinions on the matter; The independent directors of the company have expressed their independent opinions on this proposal.
13. The proposal on the company's application for credit line and related guarantee from financial institutions and similar financial enterprises was deliberated and adopted;
Due to the needs of business development, the company plans to apply to financial institutions and financial enterprises for a comprehensive credit line with a total amount of no more than RMB 800 million. The period is from the date of deliberation and approval of the 2021 annual general meeting to the date of holding the 2022 annual general meeting. The credit amount can be recycled within the credit period, and the subsidiaries can be delegated to use the above line. Some controlling shareholders and actual controllers of the company, Mr. Du Jianjun and Ms. Liu Yu, agree to provide joint and several liability free guarantee for the financing of the company. The guarantee matters shall be subject to the specific guarantee agreement actually signed between the financial institution or similar financial enterprise and the controlling shareholder, and the guarantee amount shall be subject to the actual financing amount between the financial institution or similar financial enterprise and the company.
Mr. Du Jianjun, a related director, needs to avoid voting.
For details, please refer to the company's website on the same day (www.cn. Info. Com. CN.) Announcement on the company's application for credit line and related guarantee from financial institutions and financial enterprises.
Voting results: 4 in favor, 0 against, 0 abstention and 1 avoidance. The proposal was adopted. The board of supervisors of the company issued audit opinions on the matter; The independent directors of the company have expressed their prior approval and independent opinions on this proposal. This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
14. The proposal on the expected guarantee amount in 2022 was deliberated and adopted;
In order to meet the capital needs of the operation and development of wholly-owned / holding subsidiaries, the company is expected to provide a guarantee of no more than RMB 550 million to the subsidiaries in 2022, including but not limited to guarantee, mortgage, pledge, etc. Some controlling shareholders and actual controllers of the company, Mr. Du Jianjun and Ms. Liu Yu, agree to provide joint and several liability free guarantee for the subsidiaries due to the above financing. The company does not provide counter guarantee and is exempted from paying guarantee fees. The guarantee matters shall be subject to the specific guarantee agreement actually signed between the financial institution and the controlling shareholder, and the guarantee amount shall be subject to the actual financing amount between the financial institution and the subsidiaries.
Mr. Du Jianjun, a related director, needs to avoid voting.
For details, please refer to the company's website on the same day (www.cn. Info. Com. CN.) Announcement on the expected guarantee amount in 2022 disclosed.
Voting results: 4 in favor, 0 against, 0 abstention and 1 avoidance. The proposal was adopted. The board of supervisors of the company issued audit opinions on the matter; The independent directors of the company have expressed their prior approval and independent opinions on this proposal. This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
15. Deliberated and passed the proposal on the company meeting the conditions for issuing shares to specific objects through summary procedures;
In accordance with the provisions of the company law of the people's Republic of China, the securities law of the people's Republic of China, the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation) and other relevant laws and regulations, it is a simple process compared with listed companies
