Stock Code: Shenzhen Yitoa Intelligent Control Co.Ltd(300131) stock abbreviation: Shenzhen Yitoa Intelligent Control Co.Ltd(300131) Announcement No.: 2022010
Shenzhen Yitoa Intelligent Control Co.Ltd(300131)
Announcement of resolutions of the 8th meeting of the 5th board of supervisors
The company and all members of its board of supervisors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Shenzhen Yitoa Intelligent Control Co.Ltd(300131) (hereinafter referred to as " Shenzhen Yitoa Intelligent Control Co.Ltd(300131) " or "the company") sent a notice to all supervisors on March 8, 2022 that the eighth meeting of the Fifth Board of supervisors will be held from 11:00 to 12:00 a.m. on March 18, 2022. The meeting was held as scheduled in the form of communication meeting. The meeting was held in accordance with the company law of the people's Republic of China, the articles of association and the rules of procedure of the board of supervisors. The company has 3 supervisors, 3 supervisors who should attend the meeting and 3 supervisors who actually attend the meeting. The Secretary of the board of directors of the company attended the meeting as a nonvoting delegate. The meeting was presided over by Ms. LV Yuhong, chairman of the board of supervisors of the company. The following proposals were considered and passed at the meeting:
1、 The proposal on the work report of the board of supervisors in 2021 was reviewed and passed
The number of affirmative votes is 3, the number of negative votes is 0, and the number of abstention votes is 0.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
2、 The proposal on the company's 2021 annual financial statement report was reviewed and passed
In 2021, the company realized an operating revenue of 6338052200 yuan ("Yuan" refers to RMB yuan, the same below), a year-on-year decrease of 39.16%; The operating profit was 1506882 million yuan, a year-on-year decrease of 28.10%, and the net profit attributable to the owner of the parent company was 288223 million yuan, a year-on-year decrease of 89.28%.
The 2021 annual statement of the company has been audited by Zhongshen Zhonghuan Certified Public Accountants (special general partnership) and issued a standard unqualified opinion. The board of Directors believes that the financial statements of the company in 2021 objectively and truly reflect the financial situation and operating results of the company in 2021.
The number of affirmative votes is 3, the number of negative votes is 0, and the number of abstention votes is 0.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
3、 The proposal on the company's profit distribution plan for 2021 was reviewed and passed
According to the relevant provisions of Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 - standardized operation of GEM listed companies: the company shall determine the specific total amount and proportion of profit distribution based on the principle of the lower of the distributable profits in the consolidated statements and the parent company's statements. According to the audit of Zhongshen Zhonghuan Certified Public Accountants (special general partnership), the net profit attributable to the shareholders of the listed company in 2021 was 288223 million yuan and the net profit of the parent company was 316625 million yuan. As of December 31, 2021, the profit available for distribution in the consolidated statements is
364229400 yuan, and the distributable profit of the parent company is -1614451 million yuan.
Since the distributable profit of the parent company of the company is negative by the end of 2021, considering that the company is currently in the period of business transformation and upgrading and has a great need for capital, in order to meet the capital needs of the company's subsequent daily operation and industrial transformation and upgrading, ensure the smooth implementation of the company's medium and long-term development strategy, enhance the company's ability to resist risks and realize the sustainable, stable and healthy development of the company, In order to better safeguard the long-term interests of all shareholders, the company's profit distribution plan for 2021 is formulated as: no cash dividend, no bonus shares, and no conversion of provident fund into share capital.
The profit distribution plan for 2021 is in line with the current actual situation of the company, relevant laws, regulations and the articles of association, and does not damage the interests of the company's shareholders. For details, see the special instructions on the company's intention not to carry out profit distribution in 2021 (Announcement No.: 2022005) published on the gem information disclosure website designated by the CSRC.
The number of affirmative votes is 3, the number of negative votes is 0, and the number of abstention votes is 0.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
4、 The proposal on the company's 2021 annual report and its summary was reviewed and passed
The preparation and review procedures of the company's 2021 annual report and summary comply with the provisions of laws, regulations, articles of association and relevant internal management systems, and their contents objectively, truly and comprehensively reflect the company's operation, management and financial situation in 2021.
The specific contents of the company's 2021 annual report and its abstract are detailed in the relevant announcements on the gem information disclosure website designated by the CSRC.
The number of affirmative votes is 3, the number of negative votes is 0, and the number of abstention votes is 0.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
5、 The proposal on the company's self evaluation report on internal control in 2021 was reviewed and passed
During the reporting period, the company did not have major internal control defects. The company has established a relatively perfect internal control system in accordance with the requirements of the enterprise internal control standard system and relevant regulations, and the company's internal control system has been completely, reasonably and effectively implemented.
See the 2021 internal control self-evaluation report published by the company on the gem information disclosure website designated by the CSRC for details.
The number of affirmative votes is 3, the number of negative votes is 0, and the number of abstention votes is 0.
6、 The proposal on applying for financing quota and providing guarantee from banks and non bank financial institutions in 2021 was reviewed and passed
According to the company's development plan and operating budget, The company and its subsidiaries within the scope of consolidated statements (hereinafter referred to as "subsidiaries") intend to apply for a new comprehensive financing line with a total amount of no more than RMB 3.1 billion (or equivalent foreign currency) from banks and non bank financial institutions (including financial service institutions) (financing methods include but are not limited to credit, loan, factoring, letter of credit, commercial bill, China foreign letter of guarantee and trade financing, supply chain financing, etc.), The validity period of the financing line is from the date of deliberation and approval of the company's 2021 annual general meeting to the date of holding the 2022 annual general meeting. The deadline of the financing and related agreements signed and performed during this period shall be subject to the agreement of both parties and shall not end due to the expiration of the validity period of the line. The details are as follows:
Unit: RMB 10000
The financing object of the proposed financing company is the proposed financing amount and financing purpose
Shenzhen Yitoa Intelligent Control Co.Ltd(300131) 100000
Shenzhen huashanglong business Internet Technology Co., Ltd. 70000
Huashanglong Technology Co., Ltd. bank and non bank 75000
Shenzhen hewis Technology Co., Ltd. has 15000 financial institutions to supplement 10000 working capital of daily hewis Technology (Hong Kong) Co., Ltd. (including the business organization of liubaijian Holdings (Hong Kong) Co., Ltd. required for the operation of financial service 5000)
Shanghai Yusheng Electronic Technology Co., Ltd
Shenzhen yousoft Technology Co., Ltd
Japan Yingtang Micro Technology Co., Ltd
Total 310000
During the validity period of the above financing line, the company and its subsidiaries) provide guarantee for the debts incurred under the above financing items (including but not limited to guarantee, mortgage, pledge, etc.), and the total amount of guarantee is expected to not exceed RMB 3.1 billion (or equivalent in foreign currency).
Among them, the guarantee amount for subsidiaries with asset liability ratio of more than 70% shall not exceed RMB 1.95 billion (or equivalent foreign currency), and the guarantee amount for subsidiaries with asset liability ratio of less than 70% shall not exceed RMB 150 million (or equivalent foreign currency).
The company will apply to banks and non bank financial institutions (including financial service institutions) in batches in combination with the actual capital needs of operation and development. The specific financing amount, guarantee measures and other relevant contents shall be subject to the final contract. The board of directors of the company requests the general meeting of shareholders to authorize the legal representative of the company or the authorized agent designated by the legal representative to sign the relevant contracts, agreements and other legal documents within the aforesaid financing and guarantee limit. On the premise of not exceeding the approved total guarantee amount and complying with laws, regulations and relevant provisions, the management of the company can appropriately adjust the guarantee amount of the company to its subsidiaries within the scope of the total guarantee amount according to the actual operation, and the actual guarantee amount shall be subject to the finally signed guarantee contract. For guarantees beyond the above guarantee objects and total amount, the company will timely perform the review procedures and information disclosure obligations in accordance with the provisions.
For details, see the announcement on applying for financing quota and providing guarantee from banks and non bank financial institutions in 2022 (Announcement No.: 2022006) published by the company on the gem information disclosure website designated by the CSRC.
The number of affirmative votes is 3, the number of negative votes is 0, and the number of abstention votes is 0.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
7、 Proposal on providing guarantee for accounts payable of subsidiaries
The company is a wholly-owned subsidiary of the company, Shenzhen huashanglong business Internet Technology Co., Ltd. (hereinafter referred to as "Shenzhen huashanglong"), Shanghai Yusheng Electronic Technology Co., Ltd. (hereinafter referred to as "Shanghai Yusheng"), huashanglong Technology Co., Ltd. (hereinafter referred to as "huashanglong technology"), Beijing beishanglong Technology Co., Ltd. (hereinafter referred to as "Beijing beishanglong") Xiamen huashanglong Technology Co., Ltd. (hereinafter referred to as "Xiamen huashanglong") obtains higher credit line of accounts payable and longer account period in its daily business activities, so as to reduce the company's financial expenses and better carry out its business. The company and Shenzhen huashanglong plan to be Shenzhen huashanglong, Shanghai Yusheng, huashanglong technology, Beijing beishanglong Xiamen huashanglong provides joint and several liability guarantee of no more than RMB 493731000 in the accounts payable of corresponding suppliers. The specific guarantees are as follows:
Unit: 10000 yuan
Amount guaranteed by the guarantor and the secured party
Shenzhen huashanglong Panasonic electric machinery and electronics (China) Co., Ltd. purchases goods of RMB 10000 Shenzhen Yitoa Intelligent Control Co.Ltd(300131) Shanghai Yusheng accounts payable of RMB 9000 Shanghai Yusheng and huasilijie semiconductor technology (Hangzhou) Co., Ltd. of RMB 4000 Shanglong Technology Co., Ltd
Shanghai Yusheng Roma semiconductor (Shanghai) Co., Ltd. RMB 3000
Huashanglong technology Roma semiconductor (Hong Kong) Co., Ltd. $1000
Shenzhen Huaxin Technology Co., Ltd
Shenzhen huashanglong, Quectel Wireless Solutions Co.Ltd(603236) RMB 3000
Beijing beishanglong
Shenzhen huashanglong Shenzhen Fusen Supply Chain Management Co., Ltd. RMB 10000
Shenzhen Huashang Xiamen Huashang dragon Rockchip Electronics Co.Ltd(603893) RMB 3000
Loong
For details, see the announcement on providing guarantee for accounts payable of subsidiaries (Announcement No.: 2022007) published by the company on the gem information disclosure website designated by the CSRC.
The number of affirmative votes is 3, the number of negative votes is 0, and the number of abstention votes is 0.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
8、 The proposal on the plan of daily connected transactions in 2022 was considered and adopted
The company and some of its subsidiaries will sign agreements on sales and procurement with Shanghai corestone Semiconductor Co., Ltd. (hereinafter referred to as "Shanghai corestone") and Sichuan yingtangxin Technology Co., Ltd. (hereinafter referred to as "yingtangxin"). Mr. Sun Lei, the director of the company, serves as the director of Shanghai corestone and the director and general manager of yingtangxin. According to the Listing Rules of gem shares of Shenzhen Stock Exchange, Shanghai corestone and yingtangxin are affiliated legal persons of the company, and the above transactions constitute connected transactions.
It is estimated that the daily connected transactions will not exceed 10 million yuan (or equivalent foreign currency) in 2022. According to deep
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