Securities code: Foshan Nationstar Optoelectronics Co.Ltd(002449) securities abbreviation: Foshan Nationstar Optoelectronics Co.Ltd(002449) Announcement No.: 2022014 Foshan Nationstar Optoelectronics Co.Ltd(002449)
Announcement on the resolutions of the 14th meeting of the 5th 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.
Foshan Nationstar Optoelectronics Co.Ltd(002449) (hereinafter referred to as “the company”) the 14th meeting of the 5th board of supervisors was notified by face-to-face and e-mail on March 12, 2022, and was held in the company on the afternoon of March 22, 2022. This meeting is presided over by Mr. Wen Jihong. There are 3 supervisors who should participate in the voting and 3 supervisors who actually participate in the voting. The notice, convening and the number of supervisors attending the meeting are in line with relevant laws, administrative regulations, departmental rules, the articles of association and other relevant provisions.
After careful deliberation and voting, the attending supervisors formed the following resolutions:
1、 Deliberated and adopted the full text and summary of the 2021 Annual Report
Voting results: 3 in favor, 0 against and 0 abstention
After review, the board of supervisors believes that the procedures for the board of directors to prepare and review the full text and summary of the company’s 2021 annual report comply with laws, administrative regulations and the provisions of the CSRC. The contents of the report truly, accurately and completely reflect the actual situation of the company, and there are no false records, misleading statements or major omissions.
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 supervisors in 2021
Voting results: 3 in favor, 0 against and 0 abstention
For details, please refer to www.cn.info.com.cn on March 24, 2022 Work report of the board of supervisors in 2021.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting results: 0 in favor, 0 against and 0 abstention
All members of the board of supervisors avoided voting according to law and agreed to submit this proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
Considering the overall actual performance and job performance of the company, the remuneration plan for supervisors of the company in 2022 is proposed as follows: for supervisors who receive remuneration in the company, if they concurrently hold other positions in the company, they will receive remuneration according to the post standards of non supervisors in the company, and no additional supervisor allowance will be paid.
4、 Deliberated and adopted the self-evaluation report on internal control in 2021
Voting results: 3 in favor, 0 against and 0 abstention
After review, the board of supervisors believes that the company has established a relatively perfect internal control system and can be effectively implemented in accordance with the company law, the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange, following the basic principles of internal control and in combination with its own actual situation. The self evaluation report on internal control in 2021 truly and objectively reflects the actual situation of the company’s internal control, and the company’s internal control system can meet the needs of the company’s development.
For details, please refer to www.cn.info.com.cn on March 24, 2022 Self evaluation report on internal control in 2021.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
5、 Deliberated and adopted the financial final accounts report of 2021
Voting results: 3 in favor, 0 against and 0 abstention
After review, the board of supervisors believes that the company’s 2021 annual financial statement prepared by the company truly, accurately and completely reflects the company’s financial situation and operating results.
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: 3 in favor, 0 against and 0 abstention
After review, the board of supervisors believes that 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 the allocation of internal resources 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.
Voting results: 3 in favor, 0 against and 0 abstention
In accordance with the provisions of the articles of association, the annual distribution of dividends to all shareholders of the company in 2021 is based on the total profit of 2021841 yuan, including the actual profit of 2021841 yuan, which is distributed to all shareholders according to the provisions of the laws and regulations of the CSRC, The total distribution is 3092385845 yuan, and the remaining accumulated undistributed profit is 155029913574 yuan, which 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 board of supervisors believes that the profit distribution plan formulated by the board of directors of the company not only considers the reasonable return on investment to investors, but also takes into account the sustainable development of the company, complies with the relevant laws and regulations of the CSRC, normative documents and the relevant provisions and requirements of the articles of association on cash dividends, and does not damage the interests of the company and shareholders.
It is agreed to submit the plan to the 2021 annual general meeting of shareholders of the company for deliberation.
8、 The proposal on continuing to use self owned funds for entrusted financial management was deliberated and adopted
Voting results: 3 in favor, 0 against and 0 abstention
After review, the board of supervisors believes 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, which can effectively improve the use efficiency and income of funds, will not have an adverse impact on the company’s business activities, and there is no damage to the interests of the company and all shareholders, especially small and medium-sized shareholders. The decision-making process of this matter is legal and compliant. Therefore, the board of supervisors agreed to implement entrusted financial management.
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.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
9、 Deliberated and passed the proposal on continuing to carry out bill pool business
Voting results: 3 in favor, 0 against and 0 abstention
After review, the board of supervisors believes that the bill pool business is helpful to meet the company’s expanding sales scale and equipment investment, optimize the company’s working capital management, will not have an adverse impact on the company’s operation, and will not damage the interests of the company and all shareholders, especially small and medium-sized shareholders. The decision-making procedure for this matter is legal and compliant.
Therefore, it is agreed that the company and its subsidiaries continue to carry out bill pool business, with a total implementation amount of no more than 5 billion yuan.
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.
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 provision for asset impairment and write off of assets in 2021 was reviewed and approved
Voting results: 3 in favor, 0 against and 0 abstention
After review, the board of supervisors believes that the company’s provision for asset impairment and write off of assets in 2021 comply with the accounting standards for business enterprises and other relevant laws and regulations and the relevant provisions of the company’s provision for impairment, and are conducive to a more true and accurate reflection of the company’s financial status, asset value and operating results 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.
11、 Deliberated and passed the proposal on renewing the financial service agreement with Guangdong Guangsheng Finance Co., Ltd
Voting results: 3 in favor, 0 against and 0 abstention
After review, the board of supervisors held that the company renewed the financial service agreement with Guangdong Guangsheng Finance Co., Ltd. and carried out financial service business, followed the principle of equality and voluntariness, and the transaction pricing was fair, which was helpful to improve the company’s fund management income and further expand the company’s financing channels, without adverse impact on the company’s operation and damaging the interests of the company and small and medium-sized investors. Agree to renew the financial service agreement between the company and Guangdong Guangsheng Finance Co., Ltd.
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.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
12、 Reviewed and approved the risk assessment report on Guangdong Guangsheng Finance Co., Ltd
Voting results: 3 in favor, 0 against and 0 abstention
After review, the board of supervisors believes that Guangsheng finance company has obtained legal and effective qualifications, established corresponding corporate governance structure and internal control system, established an organizational structure suitable for operation, employed various professionals who meet the requirements and have corresponding abilities, and taken corresponding risk control measures. Guangsheng finance company operates normally, with abundant funds, sound internal control, good asset quality, high capital adequacy ratio and sufficient provisions. The risk of carrying out financial service business with Guangsheng finance company is controllable.
For details, please refer to www.cn.info.com.cn on March 24, 2022 Risk assessment report on Guangdong Guangsheng Finance Co., Ltd.
13、 Documents for future reference
1. Resolution of the 14th meeting of the 5th board of supervisors.
It is hereby announced.
Foshan Nationstar Optoelectronics Co.Ltd(002449) board of supervisors
March 24, 2022
