Securities code: Sihui Fuji Electronics Technology Co.Ltd(300852) securities abbreviation: Sihui Fuji Electronics Technology Co.Ltd(300852) Announcement No.: 2022014 Sihui Fuji Electronics Technology Co.Ltd(300852)
Announcement on the resolution of the 7th Meeting of the second 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.
1、 Meetings of the board of directors
Sihui Fuji Electronics Technology Co.Ltd(300852) (hereinafter referred to as “the company”) the notice of the seventh meeting of the second board of directors was sent by e-mail, telephone, fax and other means on March 12, 2022. The meeting was held on March 24, 2022 in conference room 2 of the company in combination with communication voting. There were 6 directors who should attend the meeting and 6 directors who actually attended the meeting, including 4 directors who attended by communication voting, All supervisors and senior managers of the company attended the meeting as nonvoting delegates. The meeting was presided over by Mr. Liu Tianming, chairman of the board. The meeting was held in accordance with the relevant provisions of the company law and other laws, regulations, normative documents and the articles of association, and the resolutions of the meeting were legal and effective.
2、 Deliberations of the board meeting
After careful deliberation one by one, the directors present at the meeting passed the following proposals by open ballot:
(I) review and approve the 2021 general manager’s work report;
Voting results: 6 votes passed, 0 abstention, 0 opposition, 0 avoidance vote.
(II) deliberating and adopting the work report of the board of directors in 2021;
After verification, the board of Directors believes that the procedures for the preparation and deliberation of the 2021 annual work report of the board of directors of the company are legal and compliant, and the contents of the report truly, accurately and completely reflect the performance of the board of directors during the reporting period.
This proposal must be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting results: 6 votes passed, 0 abstention, 0 opposition, 0 avoidance vote.
(III) deliberating and adopting the report on the work of independent directors in 2021;
Mr. Peng Jinping, the first independent director of the company, Ms. Zhang Yuanyuan and Mr. Chen Shirong, the second independent directors of the company, respectively submitted the 2021 annual report of independent directors to the board of directors and will report on their work at the 2021 annual general meeting of shareholders of the company.
For details, please refer to the company’s disclosure on cninfo (www.cn. Info. Com. CN.) on the same day Report on the work of independent directors in 2021.
Voting results: 6 votes passed, 0 abstention, 0 opposition, 0 avoidance vote.
(IV) deliberating and adopting the 2021 annual work report of the audit committee of the board of directors;
Voting results: 6 votes passed, 0 abstention, 0 opposition, 0 avoidance vote.
(V) deliberating and adopting the 2021 annual report and its summary;
After verification, the board of Directors believes that the preparation and review procedures of the company’s 2021 annual report and its summary comply with relevant laws, regulations and the articles of association, and the report truly, accurately and completely reflects the actual situation of the company’s operation, management and finance, without false records, misleading statements or major omissions.
This proposal must be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
The company’s 2021 annual report and its summary are disclosed on cninfo.com.cn on the same day Relevant announcements on.
Voting results: 6 votes passed, 0 abstention, 0 opposition, 0 avoidance vote.
(VI) deliberating and adopting the financial final accounts report of 2021;
This proposal must be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting results: 6 votes passed, 0 abstention, 0 opposition, 0 avoidance vote.
(VII) review and approve the financial budget report for 2022;
This proposal must be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting results: 6 votes passed, 0 abstention, 0 opposition, 0 avoidance vote.
(VIII) the proposal on annual profit distribution of 2021 was approved;
After verification, the board of Directors believes that the profit distribution plan meets the relevant requirements of the articles of association, the company law and other laws and regulations on the profit distribution of the company, comprehensively considers the actual operation, future business development and capital needs of the company, and takes into account the sustainable development of the company and the reasonable return needs of shareholders.
The independent directors of the company have expressed their independent opinions on the proposal, which must be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
For details, please refer to the company’s disclosure on cninfo (www.cn. Info. Com. CN.) on the same day Announcement on profit distribution plan for 2021 on.
Voting results: 6 votes passed, 0 abstention, 0 opposition, 0 avoidance vote.
(IX) deliberating and adopting the 2021 internal control self-evaluation report;
After verification, the board of Directors believes that: according to relevant laws, regulations and their own business needs, the company has established a relatively perfect internal control system and effectively implemented it, which ensures the orderly development of various businesses and plays an effective role in risk prevention and control. The self-evaluation report on internal control of the company in 2021 truly and objectively reflects the actual situation of the company’s internal control.
The independent directors of the company expressed their independent opinions on the proposal, the sponsor Minsheng Securities Co., Ltd. issued a special verification report, and Tianzhi International Certified Public Accountants (special general partnership) issued a special verification report. For details, see the company’s disclosure on cninfo.com.cn on the same day Self evaluation report on internal control in 2021.
Voting results: 6 votes passed, 0 abstention, 0 opposition, 0 avoidance vote.
(x) deliberated and adopted the special report on the deposit and actual use of raised funds in 2021; After verification, the board of Directors believes that the special report on the deposit and actual use of raised funds in 2021 prepared by the company complies with relevant laws and regulations and the relevant provisions on the deposit and use of raised funds in the company’s raised funds management system, and the content of the report truly, accurately and completely reflects the deposit and actual use of raised funds in 2021.
The independent directors of the company expressed their independent opinions on the proposal, the sponsor Minsheng Securities Co., Ltd. issued a special verification report, and Tianzhi International Certified Public Accountants (special general partnership) issued a special verification report. For details, see the company’s disclosure on cninfo.com.cn on the same day Special report on the deposit and actual use of raised funds in 2021.
Voting results: 6 votes passed, 0 abstention, 0 opposition, 0 avoidance vote.
（11） Deliberated and passed the proposal on the 2022 annual salary plan for directors, supervisors and senior managers of the company;
After verification, the board of Directors believes that the salary plan formulated by the company is formulated according to the current operation and management status of the company, which is conducive to mobilizing the work enthusiasm and long-term development of directors, supervisors and senior managers.
The independent directors of the company have expressed their independent opinions on the proposal, which must be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
For details, please refer to the company’s disclosure on cninfo (www.cn. Info. Com. CN.) on the same day Announcement on the 2021 annual salary plan of the company’s directors, supervisors and senior managers.
Voting results: 6 votes passed, 0 abstention, 0 opposition, 0 avoidance vote.
（12） The proposal on the application of comprehensive credit line by the company and its subsidiaries to the bank in 2022 and the provision of guarantee by the company for the application of comprehensive credit line by its subsidiaries were reviewed and approved;
The independent directors of the company expressed their independent opinions on the proposal. For details, see the company’s disclosure on cninfo.com.cn on the same day Announcement on the expected application of the company and its subsidiaries to the bank for comprehensive credit line in 2022 and the guarantee provided by the company for the application of comprehensive credit line by its subsidiaries.
Voting results: 6 votes passed, 0 abstention, 0 opposition, 0 avoidance vote.
（13） Deliberated and passed the proposal on using idle self owned funds for entrusted financial management;
After verification, the board of Directors believes that under the condition of ensuring the capital demand of daily operation and effectively controlling investment risks, it is agreed that the company and its subsidiaries use idle self owned funds with a total amount of no more than 350 million yuan for entrusted financial management, which is valid within 12 months from the date of deliberation and approval by the board of directors, and can be recycled and used within the validity period of the above quota and resolution, which is conducive to improving the efficiency of the use of funds of the company, Increase the income of cash assets and maximize the interests of shareholders.
The independent directors have expressed their independent opinions on this proposal, and the sponsor has issued verification opinions on this proposal. For details, see the company’s disclosure on cninfo.com.cn on the same day Announcement on using idle self owned funds for entrusted financial management.
Voting results: 6 votes passed, 0 abstention, 0 opposition, 0 avoidance vote.
（14） Deliberated and adopted the special report on the trading of foreign exchange derivatives of the company in 2021; After verification, the board of Directors believes that the special report on the company’s foreign exchange derivatives transactions in 2021 truly, accurately and completely reflects the company’s foreign exchange derivatives investment in 2021.
The independent directors issued clear consent opinions, and the recommendation institution issued verification opinions on this proposal. For details, see the company’s disclosure on cninfo.com.cn on the same day Special report on the trading of foreign exchange derivatives of the company in 2021.
Voting results: 6 in favor, 0 against, 0 abstention and 0 avoidance.
（15） Deliberated and passed the proposal on convening the 2021 annual general meeting of shareholders;
For details, please refer to the company’s disclosure on cninfo (www.cn. Info. Com. CN.) on the same day Notice on convening the 2021 annual general meeting of shareholders.
3、 Documents for future reference 1. Resolutions of the seventh meeting of the second board of directors. 2. Independent opinions of independent directors on matters related to the seventh meeting of the second board of directors of the company. 3. Verification opinions of the recommendation institution. 4. Report documents issued by accountants. It is hereby announced.
Sihui Fuji Electronics Technology Co.Ltd(300852) board of directors March 25, 2022
