Securities code: Shenzhen Fluence Technology Plc(300647) securities abbreviation: Shenzhen Fluence Technology Plc(300647) Announcement No.: 2022026 Shenzhen Fluence Technology Plc(300647)
Announcement of the third meeting of the 13th board of supervisors
The company and all members of the board of supervisors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Meetings of the board of supervisors
1. The notice of the meeting of the board of supervisors was sent to all supervisors by e-mail on March 8, 2022. The notice of the meeting of the board of supervisors includes relevant materials of the meeting and lists the time, place, content and method of the meeting.
2. The meeting of the board of supervisors was held by means of communication voting on March 18, 2022.
3. There are 3 supervisors who should attend the meeting and 3 supervisors who actually attended.
4. The board of supervisors is presided over by Ms. Shuai Wei, chairman of the board of supervisors.
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、 Deliberation at the meeting of the board of supervisors
1. Deliberated and adopted the work report of the board of supervisors in 2021;
After review, the board of supervisors believes that all supervisors strictly abide by the company law, the articles of association, the rules of procedure of the board of supervisors and other relevant requirements, perform their duties diligently, exercise their functions and powers according to law, protect the shareholders’ rights and interests, the interests of the company and the legitimate rights and interests of employees, and the work report of the board of supervisors in 2021 truly, accurately and completely reflects the work of the board of supervisors 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 supervisors in 2021.
Voting results: 3 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.
2. Considered and adopted the annual report for 2021 and its summary;
After review, the board of supervisors believes that the procedures of the 2021 annual report and its summary prepared and reviewed by the board of directors of the company comply with laws, regulations and relevant provisions of the CSRC. The contents of the report truly, accurately and completely reflect the actual situation of the company’s operation in 2021, and there are no false records, misleading statements or major omissions.
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: 3 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. Deliberated and adopted the financial final accounts report of 2021;
After review, the board of supervisors believes that the financial statement of 2021 prepared by the company objectively, truly and accurately reflects the financial situation of the company as of December 31, 2021 and the operating results and cash flow 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: 3 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.
4. Reviewed and adopted the 2021 annual audit report;
After review, the board of supervisors held that the financial situation of the company in 2021 was audited by Zhongshen Zhonghuan Certified Public Accountants (special general partnership) and issued the Shenzhen Fluence Technology Plc(300647) 2021 annual audit report with standard unqualified opinion. The report issued by Zhongshen Zhonghuan Certified Public Accountants (special general partnership) truly, objectively, accurately and fairly reflects the actual situation of the company in 2021, and there are no false and erroneous records or omissions.
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: 3 in favor, 0 against and 0 abstention. The proposal was adopted.
5. The proposal on the profit distribution plan for 2021 was reviewed and approved;
After review, the board of supervisors believes that the company’s financial situation in 2021 does not meet the conditions for cash dividends, and the profit distribution plan formulated by the board of directors is in line with the actual situation of the company, the company law, the articles of association, the plan for shareholders’ dividend return in the next three years (20192021) and other relevant regulations, and there is no situation that damages the interests of shareholders of the company, especially small and medium-sized shareholders, It is conducive to the normal operation and healthy and sustainable development of the company.
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: 3 in favor, 0 against and 0 abstention. 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.
6. Reviewed and approved the special report on the deposit and use of raised funds in 2021;
After review, the board of supervisors held that during the reporting period, the company deposited and used the raised funds in strict accordance with the relevant provisions and requirements of the Listing Rules of Shenzhen Stock Exchange on the gem, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of listed companies on the gem, the articles of association and the measures for the management of raised funds, and the contents of the report can be true and accurate Accurately reflect the deposit and use of the company’s raised funds, and the company does not use the raised funds in violation of regulations.
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: 3 in favor, 0 against and 0 abstention. The proposal was adopted.
The independent directors of the company have expressed their independent opinions on this proposal.
7. Deliberated and adopted the report on self-evaluation of internal control in 2021;
After review, the board of supervisors believes that the company has established a relatively perfect corporate governance structure and internal control system according to its actual situation and the requirements of laws and regulations, and can be effectively implemented. During the reporting period, the company’s internal control system was standardized, legal and effective, and there was no violation of the company’s internal control system. The company’s self-evaluation report on internal control in 2021 comprehensively, objectively and truly reflects the actual situation of the establishment, improvement and operation of the company’s internal control system.
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: 3 in favor, 0 against and 0 abstention. The proposal was adopted.
The independent directors of the company have expressed their independent opinions on this proposal.
8. The proposal on the renewal of the company’s audit institution in 2022 was deliberated and adopted;
After review, the board of supervisors believes that China audit Zhonghuan Certified Public Accountants (special general partnership) has the qualification of securities practice, adheres to the principle of independent audit in the process of practice, and can issue various professional reports for the company on time. Therefore, we unanimously agree to renew the appointment of China audit Zhonghuan Certified Public Accountants (special general partnership) as the audit institution of the company in 2022.
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.
Voting results: 3 in favor, 0 against and 0 abstention. The proposal was adopted.
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.
9. Deliberated the proposal on the remuneration scheme of supervisors in 2022;
Supervisors in the company in 2022 will receive corresponding remuneration according to their specific positions in the company and the relevant remuneration system of the company; Supervisors who do not work in the company will not receive additional remuneration or allowances from supervisors. The travel expenses and relevant reasonable expenses of supervisors attending the board of supervisors and the general meeting of shareholders shall be reimbursed in accordance with the company law, the articles of association and other relevant provisions.
The members of the board of supervisors of the company hold management positions within the company and belong to the performance appraisal object of the company, and their performance salary shall comply with the performance appraisal standard of the company.
Ms. Shuai Wei, Mr. Lei Jian and Mr. Feng Xiangqiao, the related supervisors, all avoided voting.
Voting results: 0 in favor, 0 against, 0 abstained and 3 avoided.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
10. Reviewed and approved the summary of non operating capital occupation and other related capital transactions in 2021;
After review, the board of supervisors held that during the reporting period, the company did not occupy the company’s funds by the controlling shareholders and other related parties, nor did it have the controlling shareholders and other related parties that occurred in the previous period and continued to the reporting period
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: 3 in favor, 0 against and 0 abstention. The proposal was adopted.
The independent directors of the company have expressed their independent opinions on this proposal.
11. The proposal on the company’s application for credit line and related guarantee from financial institutions and similar financial enterprises was deliberated and adopted;
After review, the board of supervisors held that the company applied for a comprehensive credit line of no more than RMB 800 million from financial institutions and financial enterprises, and some controlling shareholders and actual controllers of the company, Mr. Du Jianjun and Ms. Liu Yu, provided joint and several liability free guarantee for the financing of the company. Mr. Du Jianjun and Ms. Liu Yu provided joint and several liability guarantee for the company’s application for comprehensive credit line to financial institutions and financial enterprises, solved the problem of the company’s guarantee for credit line to financial institutions and financial enterprises, and supported the development of the company. This guarantee was exempted from paying guarantee fees, which reflected the support of the controlling shareholders of the company for the company and was in line with the interests of the company and all shareholders, It will not affect the company’s operating performance. This matter and its deliberation procedures comply with the provisions of relevant laws and regulations and relevant rules and regulations of the company, and there is no situation that damages the interests of the company and other non affiliated shareholders, especially small and medium-sized shareholders. 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: 3 in favor, 0 against and 0 abstention. The proposal was adopted.
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.
12. The proposal on the expected guarantee amount in 2022 was deliberated and adopted;
After review, the board of supervisors believes that the company’s expected guarantee amount in 2022 is to meet the capital needs of the operation and development of subsidiaries and ensure the smooth development of their business. Some controlling shareholders and actual controllers of the company, Mr. Du Jianjun and Ms. Liu Yu, provide free guarantee for the financing of subsidiaries, which reflects the support of controlling shareholders to the company. The guarantee risk is generally controllable, in line with the interests of the listed company, the decision-making procedures comply with relevant laws, regulations, normative documents and the articles of association, and there is no damage to the rights and interests of the company and all shareholders.
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: 3 in favor, 0 against and 0 abstention. The proposal was adopted.
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.
13. Deliberated and passed the proposal on the company meeting the conditions for issuing shares to specific objects through summary procedures;
In accordance with 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, and in comparison with the requirements of the relevant qualifications and conditions for listed companies to issue shares to specific objects through simple procedures, the company is considered to comply with relevant laws and regulations after careful self-examination one by one The provisions and requirements of regulations and normative documents on the issuance of shares by listed companies to specific objects through simple procedures are qualified and qualified to apply for this issuance of shares.
Voting results: 3 in favor, 0 against, 0 abstention and 0 avoidance. 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.
14. The proposal on the company’s plan to issue shares to specific objects through summary procedures in 2022 was deliberated and adopted;
The meeting deliberated and approved the proposal on the company’s plan to issue shares to specific objects in 2022 through summary procedures one by one. The specific voting conditions are as follows:
14.01 type and par value of shares issued
The type of shares issued this time is domestic listed RMB ordinary shares (A shares), with a par value of RMB 1.00 per share.
Voting results: 3 in favor, 0 against and 0 abstention. The proposal was adopted.
14.02 issuance method and time
This issuance adopts the method of issuing shares to specific objects through simple procedures, and the issuance payment shall be completed within 10 working days after the CSRC makes the decision of registration.
14.03 pricing base date, issue price and pricing principle
The benchmark date of this issue is the first issue date of this issue.
The issuing price of this offering shall not be lower than 80% of the average trading price of the company’s shares 20 trading days before the pricing benchmark date
