Securities code: Guangdong Transtek Medical Electronics Co.Ltd(300562) securities abbreviation: Guangdong Transtek Medical Electronics Co.Ltd(300562) Announcement No.: 2022014 Guangdong Transtek Medical Electronics Co.Ltd(300562)
Announcement on the resolution of the 27th 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 27th meeting of the third board of directors of Guangdong Transtek Medical Electronics Co.Ltd(300562) (hereinafter referred to as ” Guangdong Transtek Medical Electronics Co.Ltd(300562) ” or “the company”) was notified to all directors by email, telephone and personal delivery on March 7, 2022, and was held by communication on March 17, 2022.
2. 7 directors should be present at this meeting, and 7 directors actually present. The meeting was presided over by the chairman, Mr. Pan Weichao, and all supervisors and senior managers of the company attended the meeting as nonvoting delegates.
3. The convening and convening procedures of the meeting comply with the company law of the people’s Republic of China and other relevant laws and regulations and the articles of association, and the resolutions formed by voting are legal and effective. 2、 Deliberations of the board meeting
The meeting was voted by open ballot in writing, and the following resolutions were carefully considered and adopted by the directors attending the meeting: 1. The proposal on the work report of the board of directors in 2021 was considered and adopted
In 2021, the board of directors and the management of the company worked diligently and strictly implemented the resolutions of the general meeting of shareholders and the board of directors. After review, the board of directors reviewed and approved the work report of the board of directors in 2021. Mr. Xu Jia, Ms. song Pingping and Mr. Zeng Chao, the third independent directors of the company, respectively submitted the work report of independent directors in 2021 to the board of directors and will report on their work at the annual general meeting of shareholders in 2021.
Voting results: 7 affirmative votes, 0 negative votes and 0 abstention votes
For details, please refer to cninfo (www.cn. Info. Com. CN.) published on the gem information disclosure website designated by the CSRC on the same day Relevant contents of.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
2. The proposal on the 2021 general manager’s work report of the company was deliberated and adopted
The board of directors carefully reviewed and approved the 2021 annual development report of the company, and maintained the effective operation of the company in 2021.
Voting results: 7 affirmative votes and 7 negative votes; There were no votes and no abstentions
3. Deliberated and passed the proposal on the company’s 2021 annual financial statement report
After deliberation, the board of directors of the company believes that the financial statement of the company in 2021 objectively and truly reflects the financial situation and operating results of the company in 2021. All directors unanimously agree on the contents of the company’s 2021 annual financial statement report.
Voting results: 7 affirmative votes, 0 negative votes and 0 abstention votes
For details, please refer to cninfo (www.cn. Info. Com. CN.) published on the gem information disclosure website designated by the CSRC on the same day Relevant contents of.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
4. The proposal on the full text and summary of the company’s 2021 annual report was deliberated and adopted
After deliberation, the board of directors of the company believes that the information contained in the 2021 annual report and its summary is true, accurate and complete, and there are no false records, misleading statements or major omissions.
Voting results: 7 affirmative votes, 0 negative votes and 0 abstention votes
For details, please refer to cninfo (www.cn. Info. Com. CN.) published on the gem information disclosure website designated by the CSRC on the same day Summary of Guangdong Transtek Medical Electronics Co.Ltd(300562) 2021 annual report (Announcement No.: 2022016) and Guangdong Transtek Medical Electronics Co.Ltd(300562) 2021 annual report (Announcement No.: 2022017).
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
5. The proposal on the company’s profit distribution plan for 2021 was reviewed and approved
The profit distribution plan for 2021 proposed by the company is: Based on the total number of 214701188 shares of the company’s share capital, cash dividends of 0.10 yuan (including tax) are distributed for every 10 shares, and the total cash dividends in 2021 are 214701188 yuan. No bonus shares will be given, no capital reserve will be converted into share capital, and the remaining undistributed profits will be carried forward to the next year.
After deliberation, all directors unanimously agreed on the contents of the company’s profit distribution plan for 2021.
The independent directors of the company have expressed their independent opinions on this proposal.
Voting results: 7 affirmative votes, 0 negative votes and 0 abstention votes
For details, please refer to cninfo (www.cn. Info. Com. CN.) published on the gem information disclosure website designated by the CSRC on the same day Announcement on profit distribution plan in 2021 (Announcement No.: 2022018).
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
6. The proposal on the company’s self-assessment report on internal control in 2021 was deliberated and adopted
The board of directors conducted a serious self-examination and analysis of the company’s internal control and concluded that: according to the identification of major defects in the company’s internal control over financial reporting, there were no major defects in the internal control over financial reporting on the benchmark date of the internal control evaluation report, and the company has maintained effective internal control over financial reporting in all major aspects in accordance with the requirements of the enterprise’s internal control standard system and relevant regulations. According to the identification of major defects in the company’s internal control over non-financial reports, the company found no major defects in the company’s internal control over non-financial reports on the benchmark date of the internal control evaluation report. The independent directors of the company have expressed their independent opinions on this proposal.
Lixin Certified Public Accountants (special general partnership) issued Guangdong Transtek Medical Electronics Co.Ltd(300562) internal control assurance report (xksbz [2022] No. zl10048) for the special report of the company. Voting results: 7 affirmative votes, 0 negative votes and 0 abstention votes
For details, please refer to cninfo (www.cn. Info. Com. CN.) published on the gem information disclosure website designated by the CSRC on the same day Relevant contents of. 7. The proposal on asset write off and provision for asset impairment in 2021 was deliberated and adopted
In accordance with the accounting standards for business enterprises, the guidelines for self-regulation of companies listed on the Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the gem, the guidelines for self-regulation of companies listed on the gem of Shenzhen Stock Exchange No. 1 – business handling and other relevant provisions, in order to truly reflect the company’s financial situation and asset value in 2021, the company has written off relevant assets and accrued impairment reserves.
The board of directors considered that the write off of assets and the provision for asset impairment in 2021 met the requirements of the accounting standards for business enterprises and other relevant laws and regulations, and agreed to the above matters.
The independent directors of the company have expressed their independent opinions on this proposal.
Voting results: 7 affirmative votes, 0 negative votes and 0 abstention votes
For details, please refer to cninfo (www.cn. Info. Com. CN.) published on the gem information disclosure website designated by the CSRC on the same day 8. Deliberation and approval of the proposal on the special report on the deposit and use of the company’s raised funds in 2021
The deposit and use of the raised funds of the company in 2021 comply with the relevant provisions of the CSRC and Shenzhen Stock Exchange on the deposit and use of the raised funds of listed companies, and comply with the relevant provisions of the company’s raised funds management system. There is no situation of changing the investment direction of the raised funds in a disguised manner, damaging the interests of shareholders or violating the relevant provisions. The independent directors of the company have expressed their independent opinions on this proposal.
The recommendation institution of the company Haitong Securities Company Limited(600837) issued the special verification opinions of Haitong Securities Company Limited(600837) on the deposit and actual use of raised funds in Guangdong Transtek Medical Electronics Co.Ltd(300562) 2021; Lixin Certified Public Accountants (special general partnership) issued the assurance report on the annual storage and use of Guangdong Transtek Medical Electronics Co.Ltd(300562) raised funds (Xin Kuai Shi Bao Zi [2022] No. zl10047) for the special report of the company.
Voting results: 7 affirmative votes, 0 negative votes and 0 abstention votes
For details, please refer to cninfo (www.cn. Info. Com. CN.) published on the gem information disclosure website designated by the CSRC on the same day Relevant contents of.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
9. Deliberated and passed the proposal on the prediction of external guarantee amount in 2022
After deliberation, all directors of the company unanimously agreed that in order to meet the capital needs of the daily operation and business development of the company and its subsidiaries and ensure the smooth development of the company’s business, it is proposed to make overall arrangements for the external guarantee of the company and its subsidiaries, It is estimated that in 2022, when the company and its subsidiaries apply for credit business (including but not limited to bank credit, trust, financial leasing, factoring and other financial institutions) and daily business needs, the total amount of external guarantee is RMB 1 million. The validity period of the external guarantee limit is from the date when the proposal is considered and approved by the general meeting of shareholders to the date of the annual general meeting of shareholders in 2022.
Voting results: 7 affirmative votes, 0 negative votes and 0 abstention votes
The independent directors of the company have expressed their independent opinions on this proposal.
For details, please refer to cninfo (www.cn. Info. Com. CN.) published on the gem information disclosure website designated by the CSRC on the same day Announcement on the forecast of external guarantee amount in 2022 (Announcement No.: 2022020).
This proposal needs to be submitted to the 2021 annual general meeting of shareholders for deliberation, and must be approved by more than two-thirds of the total number of effective voting shares held by shareholders attending the general meeting of shareholders.
10. After deliberation and approval of the proposal on the company and its subsidiaries applying for comprehensive credit line from banks in 2022, all directors of the company unanimously agreed that in order to meet the needs of business development, the board of directors of the company agreed that the company and its subsidiaries applied for comprehensive credit line of no more than 2 million yuan from banks and other financial institutions in 2021, The validity period of this application for comprehensive credit line and other matters is from the date of deliberation and approval of the general meeting of shareholders to the date of holding the annual general meeting of shareholders in 2022. Within the credit period, the credit line can be recycled and used.
Voting results: 7 affirmative votes, 0 negative votes and 0 abstention votes
For details, please refer to cninfo (www.cn. Info. Com. CN.) published on the gem information disclosure website designated by the CSRC on the same day Announcement on the company and its subsidiaries applying for comprehensive credit line from banks in 2022 (Announcement No.: 2022019).
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation. 11. Deliberated and passed the proposal on canceling some stock options
The second exercise period of stock options first granted by the 2018 stock option and restricted stock incentive plan (hereinafter referred to as the “2018 incentive plan”) has expired on January 17, 2022. According to the relevant provisions of the 2018 stock option and restricted stock incentive plan and the administrative measures for the implementation and assessment of the 2018 stock option and restricted stock incentive plan, after the end of each exercise period of stock options, If the incentive object fails to exercise the current stock option, the exercise shall be terminated and the company will cancel it.
In the second exercise period of stock options first granted by the incentive plan in 2018, there are 4 incentive objects who have not completed the independent exercise, and a total of 61023 stock options have not completed the independent exercise. The board of directors of the company agreed to cancel this part of stock options.
The independent directors of the company have expressed their independent opinions on this proposal.
Mr. Pan Nongfei, the director, is the incentive object of the 2018 stock option and restricted stock incentive plan. This motion avoids voting.
Voting results: 6 affirmative votes, 0 negative votes and 0 abstention votes
For details, please refer to cninfo (www.cn. Info. Com. CN.) published on the gem information disclosure website designated by the CSRC on the same day Announcement on cancellation of some stock options (Announcement No.: 2022023). 12. Deliberated and adopted the proposal on proposing to convene the 2021 annual general meeting of shareholders
In accordance with relevant laws and regulations and the articles of association, the company plans to hold the 2021 annual general meeting of shareholders in the meeting room of the company on April 8, 2022 (Friday). The meeting place: 401 Fiyta Precision Technology Co.Ltd(000026) science and technology building, No. 2, Gaoxin South 1st Road, Gaoxin Park, Nanshan District, Shenzhen Guangdong Transtek Medical Electronics Co.Ltd(300562) Electronics Co., Ltd. the meeting of shareholders will be held by combining on-site voting and online voting.
Voting results: 7 affirmative votes, 0 negative votes and 0 abstention votes
For details, please refer to cninfo (www.cn. Info. Com. CN.) published on the gem information disclosure website designated by the CSRC on the same day Notice on convening the 2021 annual general meeting of shareholders of the company (Announcement No.: 2022024). 3、 Documents for future reference
1. Guangdong Transtek Medical Electronics Co.Ltd(300562) the resolution of the 27th meeting of the third board of directors. 2. Guangdong Transtek Medical Electronics Co.Ltd(300562) independent directors’ opinions on the third term of directors
