·Securities code: Shenzhen Topband Co.Ltd(002139) securities abbreviation: Shenzhen Topband Co.Ltd(002139) Announcement No.: 2022016 Shenzhen Topband Co.Ltd(002139)
Announcement of resolutions of the 21st Meeting of the 7th 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 Topband Co.Ltd(002139) (hereinafter referred to as “the company”) the 21st Meeting of the seventh board of directors was held by means of communication at 2:30 p.m. on March 18, 2022. The notice of convening this meeting has been notified to all directors in writing, telephone, e-mail and other ways on March 8, 2022. The meeting was presided over by Mr. Wu Yongqiang, chairman of the board. There were 9 directors who should attend the meeting and 9 directors who actually attended the meeting. The meeting complies with the relevant provisions of the company law of the people’s Republic of China and the articles of association. Voting at the meeting is as follows:
1、 The proposal on 2021 annual report and summary was considered and adopted
The summary of 2021 annual report was published in the securities times and cninfo on March 22, 2022（ http://www.cn.info.com.cn. ）, the 2021 annual report was published on cninfo.com on March 22, 2022（ http://www.cn.info.com.cn. ）For investors.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the 2021 annual general meeting of shareholders for deliberation.
2、 The proposal on the work report of the board of directors in 2021 was considered and adopted
See the work report of the board of directors in 2021 on cninfo.com（ http://www.cn.info.com.cn. ）”Section III, management discussion and analysis” and “section IV, corporate governance” of the 2021 annual report disclosed. The current independent directors of the company, Mr. Huang Yuegang, Ms. Hua Xiuping, Mr. Li Xumeng and Mr. Shi Yun, who left office in 2021, have submitted a report on the work of independent directors to the board of directors and will report on their work at the 2021 annual general meeting of shareholders of the company.
The 2021 annual report of independent directors of the above four independent directors was published on cninfo.com on March 22, 2022（ http://www.cn.info.com.cn. ）For investors.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the 2021 annual general meeting of shareholders for deliberation.
3、 The proposal on the work report of the general manager in 2021 was reviewed and approved
Voting results: 9 in favor, 0 against and 0 abstention.
4、 The proposal on the financial final accounts report of 2021 was reviewed and approved
According to the audit report issued by Tianzhi certified public accountants, as of December 31, 2021, the company had total assets of 9606992400 yuan, total liabilities of 4490117100 yuan and shareholders’ equity of 5116875300 yuan. In 2021, the company realized operating income of 7767034800 yuan, a year-on-year increase of 39.69%; The operating profit was 6235182 million yuan, a year-on-year increase of 0.33%; The net profit attributable to the parent company was 5649643 million yuan, a year-on-year increase of 6.16%. Voting results: 9 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the 2021 annual general meeting of shareholders for deliberation.
5、 The proposal on the 2021 profit distribution plan was reviewed and approved
Audited by Tianzhi International Certified Public Accountants, the parent company realized a net profit of 35037674226 yuan in 2021, plus the undistributed profit of 80533779469 yuan at the beginning of the year, minus the statutory reserve of 3503767423 yuan withdrawn according to 10% of the parent company’s net profit in 2021, minus the distribution of common stock dividends of 5656552445 yuan. As of December 31, 2021, the profit available for distribution to shareholders at the end of the period of the parent company was 1064111133827 yuan. After the merger, the company’s profit available for distribution to shareholders is 177924348361 yuan. According to the principle of distribution according to the lower of the profit available for distribution in the consolidated statements and the statements of the parent company, the profit available for distribution to shareholders at the end of the period is 1064111133827 yuan. The company’s profit distribution plan for 2021 is: take the total share capital of the company as 1256978072 shares as the base, distribute a cash dividend of 0.5 yuan (including tax) to all shareholders for every 10 shares, do not convert the accumulation fund into share capital, and do not give bonus shares. After the implementation of the profit distribution plan, the remaining accumulated undistributed profits are carried forward to subsequent years. If the total share capital of the company changes due to share repurchases and other reasons before the implementation of the profit distribution plan, the total distribution amount will be adjusted accordingly according to the principle of unchanged distribution proportion per share. Investors are invited to pay attention to the risk of adjustment due to the change of total share capital.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the 2021 annual general meeting of shareholders for deliberation.
6、 The proposal on internal control evaluation report in 2021 was reviewed and approved
Voting results: 9 in favor, 0 against and 0 abstention.
The full text of the 2021 internal control evaluation report was published on cninfo.com on March 22, 2022（ http://www.cn.info.com.cn. ）For investors.
Tianzhi International Certified Public Accountants issued the assurance report on Shenzhen Topband Co.Ltd(002139) internal control, and the sponsor China Securities Co.Ltd(601066) issued the verification opinions on the self inspection form for the implementation of Shenzhen Topband Co.Ltd(002139) internal control rules in 2021. See http://cninfo.com.cn on March 22, 2022 for details（ http://www.cn.info.com.cn. ）。
7、 The proposal on the remuneration of the company’s directors in 2021 was reviewed and approved
The total remuneration (before tax) of the directors of the company in 2021 is proposed to be paid as follows: Mr. Wu Yongqiang, chairman and general manager, 1.577 million yuan; Mr. Peng Ganquan, director and general manager of electric BG, 1.6015 million yuan; Mr. Zheng Sibin, director, deputy general manager and general manager of electronic control BG, 1.6787 million yuan; Mr. Ma Wei, director, deputy general manager and general manager of wechat BG, was 1669000 yuan.
The remuneration of external directors and independent directors shall be paid with fixed allowances in accordance with the remuneration management system for directors, supervisors and senior managers.
Each director abstained from voting on his personal remuneration plan.
Voting results: 0 votes, 8 abstentions.
This proposal shall be submitted to the 2021 annual general meeting of shareholders for deliberation.
8、 The proposal on the remuneration of senior managers of the company in 2021 was reviewed and approved
The total remuneration (before tax) of the company’s senior managers in 2021 is proposed to be paid as follows: Ms. Wen Zhaohui, deputy general manager, investment director and Secretary of the board of directors, 899600 yuan, and Mr. Xiang Wei, chief financial officer, 740300 yuan. Since Mr. Wu Yongqiang, general manager, Mr. Zheng Sibin and Mr. Ma Wei served as directors of the company at the same time, their remuneration has been deliberated in the proposal on the remuneration of directors of the company in 2021 and will not be deliberated separately.
Voting results: Peng Ganquan, a related director, avoided voting, and the non related directors with voting rights had 8 affirmative votes, 0 negative votes and 0 abstention votes.
9、 The proposal on the special report on the deposit and use of raised funds in 2021 was reviewed and approved
Voting results: 9 in favor, 0 against and 0 abstention.
The full text of the announcement on the annual deposit and actual use of raised funds in 2021 and the verification report on the annual deposit and actual use of raised funds in Shenzhen Topband Co.Ltd(002139) 2021 issued by Tianzhi International Certified Public Accountants and the special verification report on the deposit and use of raised funds in Shenzhen Topband Co.Ltd(002139) 2021 issued by the sponsor China Securities Co.Ltd(601066) are detailed in cninfo.com on March 22, 2022（ http://www.cn.info.com.cn. ）。
10、 The proposal on meeting the exercise conditions and feasible rights in the third exercise period of 2018 stock option incentive plan was reviewed and approved
Voting results: affiliated directors Zheng Sibin, Peng Ganquan and Ma Wei avoided voting, and 6 non affiliated directors with voting rights, 6 in favor, 0 against and 0 abstention.
For details of the announcement on compliance with exercise conditions and exercisable rights in the third exercise period of 2018 stock option incentive plan, see the securities times and cninfo.com on March 22, 2021（ http://www.cn.info.com.cn. ）。 The legal opinion issued by Beijing Zhonglun (Shenzhen) law firm is detailed in cninfo.com on March 22, 2022（ http://www.cn.info.com.cn. ）。
11、 The proposal on adjusting the incentive objects and the number of stock options in the 2018 stock option incentive plan was reviewed and approved
Voting results: affiliated directors Zheng Sibin, Peng Ganquan and Ma Wei avoided voting, and 6 non affiliated directors with voting rights, 6 in favor, 0 against and 0 abstention.
The announcement on adjusting the incentive objects and the number of stock options in the 2018 stock option incentive plan is detailed in the securities times and cninfo on March 22, 2022（ http://www.cn.info.com.cn. ）。 The legal opinion issued by Beijing Zhonglun (Shenzhen) law firm is detailed in cninfo.com on March 22, 2022（ http://www.cn.info.com.cn. ）
12、 The proposal on using some idle raised funds and self owned funds for cash management was reviewed and approved
The company decided to use the idle raised funds of no more than 100 million yuan and no more than 60 million yuan for cash management. Within the above limit, the funds can be used on a rolling basis.
Voting results: 9 in favor, 0 against and 0 abstention.
The full text of the announcement on using some idle raised funds and self owned funds for cash management is published in the securities times and cninfo on March 22, 2022（ http://www.cn.info.com.cn. ）。 The full text of the verification opinions on Shenzhen Topband Co.Ltd(002139) using some idle raised funds and self owned funds for cash management issued by the company’s sponsor China Securities Co.Ltd(601066) on this proposal is detailed in cninfo.com on March 22, 2022（ http://www.cn.info.com.cn. ）。
13、 The proposal on the company and its subsidiaries applying to the bank for comprehensive credit line in 2022 was reviewed and approved
Voting results: 9 in favor, 0 against and 0 abstention.
The announcement on the company and its subsidiaries applying for comprehensive credit line from banks in 2022 is detailed in the securities times and cninfo.com on March 22, 2022（ http://www.cn.info.com.cn. ）。
This proposal needs to be submitted to the 2021 general meeting of shareholders for deliberation.
14、 The proposal on renewing the appointment of audit institutions in 2022 was reviewed and approved
In order to maintain the consistency of the company’s audit, the company plans to renew the appointment of Tianzhi International Certified Public Accountants (special general partnership) as the company’s audit institution in 2022.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the 2021 general meeting of shareholders for deliberation.
For the announcement on the renewal of the company’s audit institution in 2022, see the securities times and cninfo on March 22, 2022（ http://www.cn.info.com.cn. ）。
15、 The proposal on the provision for asset impairment in 2021 was reviewed and approved
In accordance with the requirements of the accounting standards for business enterprises and the guidelines for self regulation and supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, in order to more truly, accurately and objectively reflect the company’s financial status, asset value and operating results, based on the principle of prudence, a comprehensive inspection and impairment test have been carried out on all kinds of assets of the company according to the regulations, And withdraw corresponding impairment reserves for relevant assets within the scope of the company’s consolidated statements as of December 31, 2021. The company’s asset items for which the provision for asset impairment is made this time mainly include accounts receivable, inventory, etc., and the provision for asset impairment is about 185588900 yuan.
Voting results: 9 in favor, 0 against and 0 abstention.
The announcement on the provision for asset impairment in 2021 is detailed in the securities times and cninfo.com on March 22, 2022（ http://www.cn.info.com.cn. ）。
16、 The proposal on share repurchase of the company was reviewed and approved
Based on the confidence in the company’s future development prospects and recognition of the company’s value, and based on the company’s long-term sustainable development, in order to further improve the company’s long-term incentive mechanism, fully mobilize the enthusiasm of core backbone employees and share the company’s growth income, based on the comprehensive consideration of the company’s business development, operation, financial status, future profitability and the recent performance of the company’s stock secondary market, The company decided to repurchase with its own funds ranging from 40 million yuan to 60 million yuan. The repurchase method is centralized bidding in the secondary market. The implementation period of the repurchase plan is 12 months, and the repurchase price does not exceed 16 yuan / share.
Voting results: 9 in favor, 0 against and 0 abstention.
For details of the announcement on the share repurchase plan of the company and the share repurchase report, please refer to the securities times and cninfo on March 22, 2022（ http://www.cn.info.com.cn. ）。
17、 The proposal on planning the spin off and listing of holding subsidiaries was reviewed and approved
In order to better integrate resources and expand and strengthen the company’s motion control business, according to the policy spirit of the China Securities Regulatory Commission on the rules for the spin off of listed companies (Trial), the company plans to spin off its holding subsidiary Shenzhen Research Control Automation Technology Co., Ltd. (hereinafter referred to as “research control automation”) to A-share listing and authorize the company
