Securities code: Shenzhen Topband Co.Ltd(002139) securities abbreviation: Shenzhen Topband Co.Ltd(002139) Announcement No.: 2022017 Shenzhen Topband Co.Ltd(002139)
Announcement on the resolutions of the 17th meeting of the 7th 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.
Shenzhen Topband Co.Ltd(002139) (hereinafter referred to as “the company”) the 17th meeting of the 7th board of supervisors was held by means of communication at 3:30 p.m. on March 18, 2022. The notice of convening this meeting has been notified to all supervisors in writing, telephone, e-mail and other ways on March 8, 2022. The meeting was presided over by Ms. Dai Huijuan, chairman of the board of supervisors. There should be 3 supervisors and 3 actually. 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 annual report and summary in 2021 was considered and adopted
After review, the board of supervisors believes that the procedures for the preparation and review of the company’s 2021 annual report and abstract by the board of directors comply with laws, administrative regulations and the provisions of the CSRC, and the contents of the report are true, accurate and complete without any false records, misleading statements or major omissions.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal must be submitted to the 2021 annual general meeting for deliberation.
2、 The proposal on the work report of the board of supervisors in 2021 was considered and adopted
Voting results: 3 in favor, 0 against and 0 abstention.
The full text of the work report of the board of supervisors in 2021 was published on cninfo.com on March 22, 2022（ http://www.cn.info.com.cn. ）For investors.
This proposal must be submitted to the 2021 annual general meeting for deliberation.
3、 The proposal on the financial final accounts report of 2021 was deliberated and adopted
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%. This proposal must be submitted to the 2021 annual general meeting for deliberation.
This proposal must be submitted to the 2021 annual general meeting for deliberation.
Voting results: 3 in favor, 0 against and 0 abstention.
4、 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: 3 in favor, 0 against and 0 abstention.
This proposal must be submitted to the 2021 annual general meeting for deliberation.
5、 The proposal on the evaluation report on internal control in 2021 was considered and adopted
After review, the board of supervisors believes that the 2021 annual internal control evaluation report of the company complies with the basic norms of enterprise internal control, the rules for the preparation and reporting of information disclosure of companies offering securities to the public No. 21 – General Provisions on annual internal control evaluation report and other relevant provisions. The evaluation report truly and objectively reflects the establishment, improvement and implementation of the company’s internal control system, and the internal control is effective.
Voting results: 3 in favor, 0 against and 0 abstention.
6、 The proposal on the remuneration of the company’s supervisors in 2021 was deliberated and adopted
Ms. Dai Huijuan, chairman of the board of supervisors and director of human resources, 961200 yuan; Mr. Chen Jinzhou, supervisor, 890900 yuan; Mr. Kang Weiquan, the supervisor, was 341100 yuan.
All supervisors avoided voting on their personal salary plans.
Voting results: 2 in favor, 0 against and 0 abstention.
This proposal must be submitted to the 2021 annual general meeting for deliberation.
7、 The proposal on the special report on the deposit and use of raised funds in 2021 was considered and adopted
After review, the board of supervisors of the company considered that the announcement on the deposit and use of raised funds in 2021 prepared and reviewed by the board of directors was in line with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies issued by the CSRC and other laws, regulations and normative documents, as well as the articles of association According to the relevant provisions of the company’s measures for the administration of raised funds, the actual investment projects of the company’s raised funds are consistent with the promised investment projects, and no violations of laws and regulations and acts detrimental to the interests of shareholders are found.
Voting results: 3 in favor, 0 against and 0 abstention.
8、 The proposal on meeting the exercise conditions and feasible rights in the third exercise period of 2018 stock option incentive plan was deliberated and adopted
After verification, it is considered that the exercise conditions of the third exercise period set in the company’s 2018 equity incentive plan have been met. The exercise qualification of 543 incentive objects of the company is legal and valid, meets the exercise conditions of the third exercise period of the company’s 2018 equity incentive plan, and agrees that the incentive objects exercise their rights within the third exercise period specified in the equity incentive plan. Voting results: 3 in favor, 0 against and 0 abstention.
9、 The proposal on adjusting the incentive objects and the number of stock options in the 2018 stock option incentive plan was reviewed and approved
After verification, the board of supervisors held that according to the company’s 2018 stock option incentive plan (Revised Draft) and relevant regulations, 22 incentive objects Zhang Ran and Wu Mingli resigned and left the company for personal reasons, which no longer meet the conditions for becoming equity incentive objects. During the assessment period of the third exercise period, there were some options that did not meet the exercise conditions, It is agreed that the company will cancel the qualifications of the above-mentioned incentive objects and 551500 stock options involved, and the above-mentioned stock options that do not meet the exercise conditions will be uniformly cancelled by the company.
Voting results: 3 in favor, 0 against and 0 abstention.
10、 The proposal on using some idle raised funds and self owned funds for cash management was deliberated and adopted
Voting results: 3 in favor, 0 abstention and 0 against.
The board of supervisors believes that the company’s use of idle raised funds of no more than 100 million yuan and its own funds of no more than 60 million yuan to purchase investment products with high safety and good liquidity (including but not limited to principal guaranteed financial products, structured deposits, call deposits, time deposits, large certificates of deposit, agreed deposits, fixed income certificates, etc.) is conducive to improving the use efficiency and income of the company’s raised funds and its own funds, There are no circumstances that harm the interests of the company and minority shareholders, affect the normal use of the raised funds, affect the normal development of the investment projects of the raised funds, and change the purpose of the raised funds in a disguised manner, which complies with the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of the raised funds of listed companies No. 1 self regulatory guidelines for listed companies of Shenzhen Stock Exchange – standardized operation of main board listed companies, articles of association, measures for the management of raised funds and other relevant laws and regulations.
11、 The proposal on the provision for asset impairment in 2021 was reviewed and approved
Voting results: 3 in favor, 0 abstention and 0 against.
The board of supervisors believes that the company’s provision for asset impairment in accordance with the accounting standards for business enterprises, the guidelines for self discipline and supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and the relevant accounting policies of the company is in line with the actual situation of the company. After the provision, it can more fully and fairly reflect the asset status of the company, and the decision-making procedures of the board of directors of the company on this matter are legal and compliant. The board of supervisors agreed to withdraw the provision for asset impairment this time.
12、 The proposal on correction and retroactive adjustment of accounting errors in the previous period was deliberated and adopted
Voting results: 3 in favor, 0 against and 0 abstention.
The board of supervisors believes that the correction of the company’s accounting errors complies with the relevant provisions of the accounting standards for Business Enterprises No. 28 – changes in accounting policies and accounting estimates and error correction, the rules for the preparation of information disclosure of companies offering securities to the public No. 19 – correction and related disclosure of financial information and the articles of association, and can more objectively and fairly reflect the company’s financial situation and operating results. The deliberation and voting procedures of this accounting error correction comply with the provisions of laws, regulations, the articles of association and other relevant systems, and there is no situation that damages the interests of the company and all shareholders.
2、 Documents for future reference
1. Resolution of the 17th meeting of the 7th board of supervisors.
It is hereby announced.
Shenzhen Topband Co.Ltd(002139) board of supervisors March 22, 2022
