Securities code: Everbright Securities Company Limited(601788) stock abbreviation: Everbright Securities Company Limited(601788) Announcement No.: pro 2022011 H-share Code: 6178 H-share abbreviation: Everbright Securities Company Limited(601788)
Everbright Securities Company Limited(601788)
Announcement of resolutions of the 12th meeting of the 6th board of directors
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
The notice of the 12th meeting of the board of directors (hereinafter referred to as “the 6th meeting”) shall be sent by personal mail. The meeting was held by video at 9:00 a.m. on March 24, 2022. 13 directors should be present at this meeting, and 13 actually participated in the voting. All directors attended the meeting by video. Mr. Yan Jun presided over the meeting. The chairman of the board of supervisors, some supervisors and senior executives of the company attended the meeting as nonvoting delegates. This meeting complies with the provisions of the company law of the people’s Republic of China and the articles of association on convening the board of directors.
After careful deliberation, the directors of the company passed the following resolutions:
1、 The proposal on the company’s 2021 annual report and its summary was deliberated and adopted.
Voting status of the proposal: 13 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
2、 The proposal on the company’s profit distribution plan for 2021 was reviewed and approved, and it was agreed that the total share capital of the company’s A-Shares and H shares was 4610787639 shares on December 31, 2021. It was proposed to distribute cash dividends of 2.28 yuan (including tax) for every 10 shares to all A-Shares and H shares, with a total of 105125958169 yuan.
Voting status of the proposal: 13 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
3、 The proposal on the work report of the board of directors of the company in 2021 was deliberated and adopted. Voting status of the proposal: 13 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
4、 The proposal of the company’s 2021 social responsibility / ESG report was deliberated and adopted. Voting status of the proposal: 13 in favor, 0 against and 0 abstention.
5、 The proposal on the company’s 2021 annual internal control evaluation report was reviewed and approved. Voting status of the proposal: 13 in favor, 0 against and 0 abstention.
6、 The proposal on the company’s compliance work report in 2021 was deliberated and adopted.
Voting status of the proposal: 13 in favor, 0 against and 0 abstention.
7、 The proposal on the report on the company’s clean practice management in 2021 was deliberated and adopted.
Voting status of the proposal: 13 in favor, 0 against and 0 abstention.
8、 The proposal on the company’s 2021 annual risk assessment report was reviewed and approved.
Voting status of the proposal: 13 in favor, 0 against and 0 abstention.
9、 The proposal of the company’s special report on information technology management in 2021 was reviewed and passed.
Voting status of the proposal: 13 in favor, 0 against and 0 abstention.
10、 The proposal on the company’s expected daily connected (connected) transactions in 2022 was reviewed and approved.
This proposal involves related party transactions, and related directors Mr. Yan Jun, Mr. Liu Qiuming, Mr. Song Bingfang, Mr. Fu Jianping, Mr. Cai Minnan and Mr. Chen Mingjian abstained from voting.
Voting on the proposal: 7 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
11、 The proposal on the special authorization of the company’s external donations was deliberated and adopted.
Voting status of the proposal: 13 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
12、 The proposal on the authorization of the board of directors to the management in 2022 was deliberated and adopted.
Voting status of the proposal: 13 in favor, 0 against and 0 abstention.
13、 The proposal on Revising the measures for the management of the company’s reputation risk and public opinion was deliberated and adopted.
Voting status of the proposal: 13 in favor, 0 against and 0 abstention.
14、 The proposal on convening the 2021 annual general meeting of shareholders of the company was reviewed and passed, and it was agreed that the company would convene the 2021 annual general meeting of shareholders; Authorize the Secretary of the board of directors of the company to determine the specific time of the 2021 annual general meeting before June 30, 2022, and arrange to send the notice of the 2021 annual general meeting to the shareholders of the company.
Voting status of the proposal: 13 in favor, 0 against and 0 abstention.
The meeting also heard the report on the company’s operation in 2021, the report on the work of the company’s independent directors in 2021, the report on the performance of the audit and Audit Committee of the board of directors in 2021, the report on the performance appraisal and remuneration of the company’s directors in 2021, the report on the performance, performance appraisal and remuneration of the company’s senior executives in 2021, and the report on the company’s anti money laundering work in 2021, Report on the company’s business plan and financial budget in 2022, report on the provision of guarantees for subsidiaries, and report on the implementation of previous resolutions of the board of directors in 2021; Reviewed the internal control audit report of the company in 2021. It is hereby announced.
Annex: independent opinions of independent directors
Everbright Securities Company Limited(601788) board of directors March 25, 2022 Annex:
Everbright Securities Company Limited(601788) independent director
Review opinions on prior approval of related party (connected) transactions
As an independent director of Everbright Securities Company Limited(601788) , in accordance with the rules for independent directors of listed companies, the guidelines for the governance of listed companies, the rules for the listing of shares on Shanghai Stock Exchange and other relevant laws, regulations and rules, as well as the provisions of the articles of association of the company, with a diligent attitude and based on the principle of objectivity and impartiality, Checked and reviewed the daily related party transactions and relevant materials involved in the proposal on the company’s expected daily related party transactions in 2022, considered that the daily related party transactions met the actual needs of the company and did not harm the interests of the company and minority shareholders, and agreed to submit the proposal on daily related party transactions to the board of directors for deliberation.
Independent directors: Wang Yong, Pu Weiguang, Ren Yongping, Yin Junming and Liu Yunhong March 24, 2022
Everbright Securities Company Limited(601788) independent directors
Opinions on the proposal of the company’s expected daily connected (connected) transactions in 2022
As independent directors of Everbright Securities Company Limited(601788) , we, in accordance with the rules for independent directors of listed companies, the guidelines for corporate governance of listed companies, the Listing Rules of Shanghai Stock Exchange and other relevant laws, regulations and rules, as well as the provisions of the articles of association of the company, with a diligent attitude and based on the principle of objectivity and impartiality, Checked and reviewed the daily related party transactions and relevant materials involved in the proposal on the company’s expected daily related party (connected) transactions in 2022, and expressed the following opinions: 1 When the board of directors deliberated the proposal on the company’s expected daily connected (connected) transactions in 2022, the deliberation procedure was legal and in line with the provisions of the company law, the securities law and other relevant laws, regulations and the articles of association.
2. The proposal on the company’s expected daily connected (connected) transactions in 2022 shall be submitted to the general meeting of shareholders for deliberation after being deliberated and approved by the board of directors, and the connected shareholders shall avoid voting.
3. The company expects that the daily related party transactions in 2022 are objective and fair, and the transaction conditions are fair and reasonable, which is in line with the interests of the company and does not harm the interests of the company and other shareholders, especially minority shareholders and non related shareholders.
Independent directors: Wang Yong, Pu Weiguang, Ren Yongping, Yin Junming and Liu Yunhong March 24, 2022
Everbright Securities Company Limited(601788) independent directors
Opinions on profit distribution in 2021
As an independent director of Everbright Securities Company Limited(601788) , we have checked and reviewed the company’s 2021 profit distribution plan and relevant materials in accordance with the rules for independent directors of listed companies, the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies, the guidelines for the self discipline supervision of listed companies No. 1 – standardized operation of Shanghai Stock Exchange, the articles of association and other relevant provisions, and now express our independent opinions as follows:
1. The company’s profit distribution plan for 2021 is in line with the actual situation of the company and the requirements on cash dividends in the guidelines for self discipline supervision of listed companies on Shanghai Stock Exchange No. 1 – standardized operation and the articles of association, and does not harm the interests of the company and other shareholders, especially small and medium-sized shareholders and non affiliated shareholders.
2. The voting procedures and results of the board of directors on the proposal of the company’s profit distribution plan for 2021 comply with the relevant provisions of the company law and other laws, regulations, normative documents and the articles of association.
Independent directors: Wang Yong, Pu Weiguang, Ren Yongping, Yin Junming and Liu Yunhong March 24, 2022
Everbright Securities Company Limited(601788) independent directors
Comments of Everbright Group on non competition commitment
As an independent director of Everbright Securities Company Limited(601788) , according to the non competition commitment made by China Everbright Group Co., Ltd. (hereinafter referred to as Everbright Group) when preparing for the listing of the company’s A-Shares on the Shanghai Stock Exchange and the listing of H shares on the Hong Kong stock exchange, we have verified and reviewed the relevant materials of Everbright Group’s compliance with and implementation of the non competition commitment, and now express our independent opinions as follows:
During the financial year from January 1, 2021 to December 31, 2021, there is no substantial competition between the business of Everbright Group, the wholly-owned subsidiaries of Everbright Group and other companies substantially controlled by Everbright Group and the business with securities companies as the main business subject supervised by the relevant securities regulatory authorities of Everbright Securities Company Limited(601788) or the subsidiaries of Everbright Securities Company Limited(601788) , There is no possibility of substantial competition, so Everbright Group has complied with relevant non competition commitments during the financial year from January 1, 2021 to December 31, 2021.
Independent directors: Wang Yong, Pu Weiguang, Ren Yongping, Yin Junming and Liu Yunhong March 24, 2022
Everbright Securities Company Limited(601788) independent director
Independent opinions on the company’s internal control evaluation report
In accordance with the rules for independent directors of listed companies, the governance standards for listed companies, the Listing Rules of Shanghai Stock Exchange and other relevant laws and regulations as well as the relevant provisions of the articles of association, as the independent director of Everbright Securities Company Limited(601788) , we reviewed the 2021 internal control evaluation report of the company based on our independent judgment, and now express our independent opinions as follows:
In 2021, the company has fully implemented the internal control norms, further revised and improved various internal management systems during the reporting period, and continuously improved the internal control system. The company has established internal control over the businesses and matters included in the evaluation scope, covering all links of the company’s operation, meeting the requirements of relevant national laws, regulations and departmental rules. All business activities of the company are carried out in strict accordance with relevant systems. All internal controls of the company are strict, sufficient and effective, which are in line with the actual situation of the company and can ensure the normal operation and management of the company. The internal control evaluation report of the company in 2021 complies with the requirements of self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 1 – standardized operation and other relevant laws and regulations, and truly and completely reflects the internal control status of the company and the establishment and integrity of various systems.
Independent directors: Wang Yong, Pu Weiguang, Ren Yongping, Yin Junming and Liu Yunhong March 24, 2022
