Securities code: Shenzhen Yitoa Intelligent Control Co.Ltd(300131) securities abbreviation: Shenzhen Yitoa Intelligent Control Co.Ltd(300131) Announcement No.: 2022009 Shenzhen Yitoa Intelligent Control Co.Ltd(300131)
Announcement on the resolutions of the 14th meeting of the 5th 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.
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 directors on March 8, 2022 that the 14th meeting of the 5th board of directors will be held from 10:00 a.m. to 11:00 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 directors. The company has 9 directors, 9 directors who should attend the meeting and 9 directors who actually attend the meeting. Members of the board of supervisors and senior managers of the company attended the meeting as nonvoting delegates. The chairman of the company, Mr. Hu Qingzhou, deliberated and passed the proposal as follows:
1、 The proposal on the 2021 annual general manager’s work report of the company was reviewed and passed
The number of affirmative votes is 9, the number of negative votes is 0, and the number of abstention votes is 0.
2、 The proposal on the work report of the board of directors in 2021 was reviewed and passed
See Section III “management discussion and analysis” of the company’s 2021 annual report for the specific contents of the company’s 2021 annual report.
The current independent directors of the company, Mr. Gao Haijun, Mr. Wu Bo and Mr. Ren Jie, 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 company’s 2021 annual general meeting. For details, please refer to the gem information disclosure website designated by the CSRC.
The number of affirmative votes is 9, 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 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 9, 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 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 profit available for distribution of the parent company is
-1614451 million yuan.
As of the end of 2021, the distributable profit of the parent company is negative. Considering that the company is currently in the period of business transformation and upgrading and needs a lot of 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 independent directors have expressed their independent opinions with explicit consent on this proposal. For details, see the special instructions on the company’s intention not to conduct profit distribution in 2021 (Announcement No.: 2022005) and the independent opinions of independent directors on matters related to the 14th meeting of the Fifth Board of directors published on the gem information disclosure website designated by the CSRC.
The number of affirmative votes is 9, 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 2021 annual report and its summary was reviewed and passed
After verification, the board of Directors 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.
The board of supervisors of the company issued clear audit opinions on the annual report and summary of the company in 2021. The board of supervisors believed that the preparation and review procedures of the annual report and summary of the company in 2021 comply with the provisions of laws, regulations, articles of association and relevant internal management systems, and its contents objectively, truly and comprehensively reflect the operation, management and financial status of the company 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 9, 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.
6、 The proposal on the company’s self evaluation report on internal control in 2021 was reviewed and passed
After verification, the board of Directors believes that there are no major internal control defects in the company during the reporting period. 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.
The independent directors of the company have expressed clear independent opinions on the proposal; The board of supervisors of the company issued review opinions on the proposal. For details, see the self-evaluation report on internal control in 2021 published on the gem information disclosure website designated by the CSRC and the independent opinions of independent directors on matters related to the 14th meeting of the Fifth Board of directors.
The number of affirmative votes is 9, the number of negative votes is 0, and the number of abstention votes is 0.
7、 The proposal on applying for financing quota and providing guarantee from banks and non bank financial institutions in 2022 was reviewed and passed
According to the company’s development plan and operating budget, the company and its 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 2021 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) bank and non bank 100000 are used to supplement daily economic
Working capital required by Shenzhen huashanglong business Internet Technology Co., Ltd. for 70000 business operations of financial institutions (including 75000 fund for financial services)
Shenzhen haiweisi Technology Co., Ltd. (business organization) 15000
Hynix Technology (Hong Kong) Co., Ltd
Bojian Holdings (Hong Kong) Limited 10000
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 within the above consolidation scope (hereinafter referred to as “subsidiaries”) provide guarantees for the debts incurred under the above financing items (including but not limited to guarantee, mortgage, pledge, etc.), and the total amount of guarantees is expected to not exceed RMB 3.1 billion (or equivalent 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. The board of Directors believes that the above financing and guarantee subjects are important components of the company’s business system, provide necessary capital guarantee for its rapid development, and are necessary to realize the company’s overall business planning and performance growth, which is conducive to the company’s long-term development. At the same time, the above-mentioned entities are in good operating condition as a whole, and the guarantee provided for them has small financial risk, which is within the controllable range of the company, and there is no violation of the relevant provisions of the CSRC and the measures for the administration of external guarantee of the company, which will not have an adverse impact on the normal operation and business development of the company, and will not damage the interests of the company and shareholders.
The independent directors have expressed their independent opinions on this proposal. 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) and the independent opinions of independent directors on relevant matters of the 14th meeting of the Fifth Board of directors published on the gem information disclosure website designated by the CSRC.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
8、 The proposal on providing guarantee for accounts payable of subsidiaries was reviewed and passed
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 guarantee conditions are as follows: unit: 10000 yuan
Amount guaranteed by the guarantor and the secured party
Shenzhen huashanglong Panasonic electric machinery (China) Co., Ltd. RMB 10000
Shanghai Yusheng RMB 9000
