Securities code: Foshan Nationstar Optoelectronics Co.Ltd(002449) securities abbreviation: Foshan Nationstar Optoelectronics Co.Ltd(002449) Announcement No.: 2022013 Foshan Nationstar Optoelectronics Co.Ltd(002449)
Announcement on the resolutions of the 17th 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.
Foshan Nationstar Optoelectronics Co.Ltd(002449) (hereinafter referred to as "the company") the 17th meeting of the 5th board of directors has been notified by face-to-face and e-mail on March 12, 2022, and was held in the company by on-site combined communication on the afternoon of March 22, 2022. The meeting was presided over by Mr. Wang Jia. There were 9 directors who should attend the meeting, 8 directors who actually attended the meeting, 1 director who attended the meeting by means of communication and 3 supervisors who attended the meeting as nonvoting delegates. The convening, convening and voting procedures of this meeting comply with the company law of the people's Republic of China and other laws, administrative regulations, departmental rules, the articles of association and other relevant provisions.
After careful deliberation and voting by the directors attending the meeting, the following resolutions were formed at the meeting:
1、 Deliberated and adopted the full text and summary of the 2021 Annual Report
Voting results: 9 in favor, 0 against and 0 abstention
For details, please refer to securities times, China Securities News and cninfo (www.cn. Info. Com. CN.) on March 24, 2022 The summary of the annual report for 2021 and its contents were published on cninfo.com.cn on the same day Full text of 2021 annual report.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
2、 Deliberated and adopted the work report of the board of directors in 2021
There were no affirmative votes and no abstention
For details, please refer to www.cn.info.com.cn on March 24, 2022 Section III "management discussion and analysis" of the full text of the 2021 annual report and other relevant contents.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
3、 Deliberated and adopted the 2021 president's work report
Voting results: 9 in favor, 0 against and 0 abstention
Voting results: 9 in favor, 0 against and 0 abstention
For details, please refer to www.cn.info.com.cn on March 24, 2022 Report on the work of independent directors in 2021.
The independent directors of the company will report on their duties at the 2021 annual general meeting of shareholders of the company.
5、 Deliberated and adopted the financial final accounts report of 2021
Voting results: 9 in favor, 0 against and 0 abstention
The 2021 financial report of the company has been audited by China Securities Tiantong Certified Public Accountants (special general partnership) and issued a standard unqualified audit report. The company prepares the 2021 annual financial statement report, which is conducive to a more comprehensive and detailed presentation of the company's financial situation and operating results in 2021.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
6、 Deliberated and passed the proposal on the company's 2022 annual budget plan
Voting results: 9 in favor, 0 against and 0 abstention
The company's 2022 budget plan combines the company's business objectives in 2022, conforms to the company's actual business situation, and is conducive to improving the company's strategic management ability, optimizing internal resource allocation and effectively realizing cost control. This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
7、 Deliberated and adopted the self-evaluation report on internal control in 2021
Voting results: 9 in favor, 0 against and 0 abstention
For details, please refer to www.cn.info.com.cn on March 24, 2022 Self evaluation report on internal control in 2021.
The independent directors of the company have expressed independent opinions on this report. For details, please refer to http://www.cn.info.com.cn Independent opinions of independent directors on matters related to the 17th meeting of the Fifth Board of directors.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
8、 Deliberated and adopted the 2021 Social Responsibility Report
Voting results: 9 in favor, 0 against and 0 abstention
For details, please refer to www.cn.info.com.cn on March 24, 20222021 social responsibility report.
9、 Annual profit distribution plan 2021 approved
Voting results: 9 in favor, 0 against and 0 abstention
Audited by China Securities Tiantong Certified Public Accountants (special general partnership), the company realized a total net profit of 24259797704 yuan in 2021 (statement of the parent company, the same below), and withdrew 10% of the statutory surplus reserve of 2425979770 yuan, less other comprehensive income carry forward of 0.00 yuan, plus the undistributed profit of 139999344499 yuan at the beginning of the year, minus the annual cash dividend of 3710863014 yuan in 2020, The accumulated profit available for distribution in 2021 is 158122299419 yuan.
According to the decision of the board of directors, the profit distribution plan for 2021 is proposed as follows: Based on the audited accumulated profit of 158122299419 yuan available for distribution of the parent company and the total share capital of 618477169 shares at the end of 2021 as the base, a cash dividend of 0.5 yuan (tax included) is distributed to all shareholders for every 10 shares, with a total distribution of 3092385845 yuan, and the remaining accumulated undistributed profit of 155029913574 yuan is carried forward to the next year; In addition to the above cash dividends, the company will not give bonus shares and will not convert the capital reserve into share capital.
The above dividend plan complies with the provisions of Foshan Nationstar Optoelectronics Co.Ltd(002449) next three years' shareholder return plan (20212023) formulated by the company in 2021.
The independent directors of the company have expressed independent opinions on this proposal. For details, please refer to www.cn.info.com.cn. On March 24, 2022 Independent opinions of independent directors on matters related to the 17th meeting of the Fifth Board of directors.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
10、 The proposal on the salary management and assessment system of directors and senior managers of the company was deliberated and passed. The voting results: 9 votes in favor, 0 votes against and 0 abstentions
For details, please refer to www.cn.info.com.cn on March 24, 2022 Remuneration management and assessment system for directors and senior managers.
The independent directors of the company have expressed independent opinions on this proposal. For details, please refer to www.cn.info.com.cn. On March 24, 2022 Independent opinions of independent directors on matters related to the 17th meeting of the Fifth Board of directors.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
11、 The proposal on Revising part of the company's internal control system was deliberated and adopted one by one
11.1 the proposal on Revising the management system for providing financial assistance to foreign countries was deliberated and adopted
Voting results: 9 in favor, 0 against and 0 abstention
For details, please refer to www.cn.info.com.cn on March 24, 2022 Management system for external financial assistance.
11.2 the proposal on Amending the subsidiary management system was deliberated and adopted
Voting results: 9 in favor, 0 against and 0 abstention
For details, please refer to www.cn.info.com.cn on March 24, 2022 Subsidiary management system.
11.3 the proposal on Revising the venture capital management system was deliberated and adopted
Voting results: 9 in favor, 0 against and 0 abstention
It is agreed to revise the company's venture capital management system (2015), and the revised system will be renamed as securities investment and derivatives trading management system. For details, please refer to www.cn.info.com.cn on March 24, 2022 Securities investment and derivatives trading management system.
12、 The proposal on continuing to use self owned funds for entrusted financial management was deliberated and adopted
Voting results: 9 in favor, 0 against and 0 abstention
It is agreed that the company and its holding subsidiaries use their own funds with a balance of no more than 150 million yuan for entrusted financial management, so as to effectively improve the use efficiency and income of funds and further improve the overall income of the company. The implementation period of entrusted financial management is within one year from the date of deliberation and approval by the general meeting of shareholders.
For details, please refer to securities times, China Securities News and cninfo (www.cn. Info. Com. CN.) on March 24, 2022 Announcement on continuing to use self owned funds for entrusted financial management.
The independent directors of the company have expressed independent opinions on this proposal. For details, please refer to http://www.cn.info.com.cn Independent opinions of independent directors on matters related to the 17th meeting of the Fifth Board of directors.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
13、 Deliberated and passed the proposal on continuing to carry out bill pool business
Voting results: 9 in favor, 0 against and 0 abstention
It is agreed that the company and its subsidiaries shall carry out the implementation quota of bill pool business with an accumulated amount of no more than RMB 5 billion. The implementation quota of bill pool business shall be carried out for one year from the date of deliberation and approval by the general meeting of shareholders.
For details, please refer to securities times, China Securities News and cninfo (www.cn. Info. Com. CN.) on March 24, 2022 Announcement on continuing to carry out bill pool business.
The independent directors of the company have expressed independent opinions on this proposal. For details, please refer to http://www.cn.info.com.cn Independent opinions of independent directors on matters related to the 17th meeting of the Fifth Board of directors.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
14、 The proposal on the provision for impairment of assets and write off of assets in 2021 was reviewed and adopted. The voting results were: 9 in favor, 0 against and 0 abstention
The board of Directors believes that the provision for impairment and write off of assets of the company this time comply with and comply with the provisions of the accounting standards for business enterprises and relevant accounting policies of the company, reflect the principle of prudence in accounting treatment, have sufficient basis for provision, and fairly reflect the asset status and operation of the company as of December 31, 2021.
For details, please refer to securities times, China Securities News and cninfo (www.cn. Info. Com. CN.) on March 24, 2022 Announcement on the provision for asset impairment and write off of assets in 2021.
15、 Deliberated and passed the proposal on renewing the financial service agreement with Guangdong Guangsheng Finance Co., Ltd
Voting results: 6 in favor, 0 against and 0 abstention
Related directors Mr. Cheng Ke, Mr. Li Jinkun and Mr. Chen Zhao withdrew from voting on this motion.
For details, please refer to securities times, China Securities News and cninfo (www.cn. Info. Com. CN.) on March 24, 2022 Announcement on renewing the financial service agreement with Guangdong Guangsheng Finance Co., Ltd.
The independent directors of the company have expressed their prior approval opinions and independent opinions on this proposal. For details, please refer to http://www.cn.info.com.cn The independent director's prior approval opinions on the renewal of the financial service agreement between the company and Guangdong Guangsheng Finance Co., Ltd. and the independent director's independent opinions on matters related to the 17th meeting of the Fifth Board of directors.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
16、 Reviewed and approved the risk assessment report on Guangdong Guangsheng Finance Co., Ltd
Voting results: 6 in favor, 0 against and 0 abstention
Related directors Mr. Cheng Ke, Mr. Li Jinkun and Mr. Chen Zhao withdrew from voting on this motion.
For details, please refer to www.cn.info.com.cn on March 24, 2022 Risk assessment report on Guangdong Guangsheng Finance Co., Ltd.
17、 Deliberated and passed the proposal on the reform of the company's organizational structure
Voting results: 9 in favor, 0 against and 0 abstention
The organizational reform of the company combines the prominent problems and weak links found in the operation and management work, which is conducive to optimizing the operation and management and improving the scientific management level of the company.
18、 Deliberated and adopted the proposal on proposing to convene the 2021 annual general meeting of shareholders
Voting results: 9 in favor, 0 against and 0 abstention
It is agreed to hold the 2021 annual general meeting of shareholders of the company at 14:30 p.m. on May 6, 2022 in the large conference room on the first floor of Zhongdong building, South District of the company.
For details, please refer to securities times, China Securities News and cninfo (www.cn. Info. Com. CN.) on the same day Notice on convening the 2021 annual general meeting of shareholders.
19、 Documents for future reference
1. Resolutions of the 17th meeting of the 5th board of directors;
2. Independent director
