Securities code: Hangzhou Weiguang Electronic Co.Ltd(002801) securities abbreviation: Hangzhou Weiguang Electronic Co.Ltd(002801) Announcement No.: 2022006 Hangzhou Weiguang Electronic Co.Ltd(002801)
Announcement on the resolution of the second meeting of the 5th board of directors
The company and all members of the board of directors guarantee that the contents of this announcement are true, accurate and complete without false records, misleading statements or major omissions.
1、 Meetings of the board of directors
Hangzhou Weiguang Electronic Co.Ltd(002801) (hereinafter referred to as “the company” or “the company”) has sent the notice of the second meeting of the Fifth Board of directors (hereinafter referred to as “the meeting” or “the meeting”) to all directors of the company by e-mail on March 9, 2022. The meeting was held in the conference room on the first floor of the company’s administrative building by on-site and communication voting on March 22, 2022. There are 9 directors who should attend the meeting and 9 actually attended the meeting (including independent directors Mr. Shen Jianxin, Mr. Shen Menghui and Ms. Hu Xiaoming who attended by means of communication voting). All supervisors and senior managers of the company attended the meeting as nonvoting delegates. The meeting was presided over by Mr. He Ping, chairman of the company. The notice, convening, convening and voting procedures of the meeting comply with the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and other relevant laws, administrative regulations, departmental rules, normative documents and the Hangzhou Weiguang Electronic Co.Ltd(002801) articles of Association (hereinafter referred to as the “articles of association”).
2、 Deliberations of the board meeting
After careful deliberation by all directors present, the voting is as follows:
1. Deliberated and passed the proposal on the work report of the general manager in 2021;
Voting results: 9 in favor, 0 abstention and 0 against.
2. Deliberated and adopted the proposal on the work report of the board of directors in 2021;
Voting results: 9 in favor, 0 abstention and 0 against.
The independent directors of the company have submitted the 2021 annual report of independent directors to the board of directors and will make a report at the 2021 annual general meeting of shareholders. For details, please refer to the company’s announcement published on cninfo (www.cn. Info. Com. CN.) Report on the work of independent directors in 2021 and report on the work of the board of directors in 2021.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
3. The proposal on the annual report and summary of 2021 was deliberated and adopted;
Voting results: 9 in favor, 0 abstention and 0 against.
For details, please refer to the company’s announcement published on cninfo (www.cn. Info. Com. CN.) The 2021 annual report and the summary of the 2021 annual report (Announcement No.: 2022008), and the summary of the 2021 annual report are published in the securities times and Shanghai Securities News, the designated information disclosure media of the company.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
4. Deliberated and passed the proposal on the financial statement report of 2021;
There were no affirmative votes and 9 abstentions.
For details, please refer to the company’s announcement published on cninfo (www.cn. Info. Com. CN.) Financial final accounts report of 2021.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
5. The proposal on the self-evaluation report on internal control in 2021 was considered and adopted;
Voting results: 9 in favor, 0 abstention and 0 against.
For details, please refer to the company’s announcement published on cninfo (www.cn. Info. Com. CN.) Self evaluation report on internal control in 2021.
Independent directors of the company expressed independent opinions.
6. The proposal on financial budget report for 2022 was considered and adopted;
Voting results: 9 in favor, 0 abstention and 0 against.
For details, please refer to the company’s announcement published on cninfo (www.cn. Info. Com. CN.) Financial budget report for 2022.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
7. The proposal on the profit distribution plan for 2021 was reviewed and approved;
Voting results: 9 in favor, 0 abstention and 0 against.
For details, please refer to cninfo.com.cn Announcement on profit distribution plan in 2021 (Announcement No.: 2022009) of securities times and Shanghai Securities News.
The board of Directors believes that the formulation of this profit distribution plan takes into account the company’s current profitability, actual operating cash flow and future development plan, shares the company’s operating results with all shareholders, and is in line with the company law and the notice on further implementing matters related to cash dividends of listed companies issued by the CSRC The guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies (revised in 2022), the articles of association and the company’s shareholder return plan for the next three years (20192021) are legal, compliant and reasonable.
The independent directors of the company have expressed independent opinions on this, and this proposal needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
8. The proposal on formulating the shareholder return plan for the next three years (20222024) was reviewed and approved;
Voting results: 9 in favor, 0 abstention and 0 against.
For details, please refer to the company’s announcement published on cninfo (www.cn. Info. Com. CN.) Shareholder return plan for the next three years (20222024).
The independent directors of the company have expressed independent opinions on this, and this proposal needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
9. The proposal on Revising the remuneration management system for directors, supervisors and senior managers was deliberated and adopted;
Voting results: 9 in favor, 0 abstention and 0 against.
For details, please refer to the company’s announcement published on cninfo (www.cn. Info. Com. CN.) Revised comparison table of remuneration management system for directors, supervisors and senior managers and remuneration management system for directors, supervisors and senior managers (revised in March 2022).
The independent directors of the company have expressed independent opinions on this, and this proposal needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
10. Deliberated and passed the proposal on the proposed renewal of the 2022 audit institution;
Voting results: 9 in favor, 0 abstention and 0 against.
For details, please refer to cninfo.com.cn Announcement on the proposed reappointment of the audit institution in 2022 (Announcement No.: 2022010) of the securities times and Shanghai Securities News.
The independent directors of the company have expressed their prior approval opinions and independent opinions on this matter, and this proposal needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
11. The proposal on convening the 2021 annual general meeting of shareholders was deliberated and adopted.
Voting results: 9 in favor, 0 abstention and 0 against.
For details, please refer to cninfo.com.cn Notice on convening the 2021 annual general meeting of shareholders (Announcement No.: 2022011) of securities times and Shanghai Securities News.
3、 Documents for future reference 1. Resolutions of the second meeting of the Fifth Board of directors. It is hereby announced.
Hangzhou Weiguang Electronic Co.Ltd(002801)
Board of directors
March 23, 2002
