Securities code: Allwinnertech Technology Co.Ltd(300458) securities abbreviation: Allwinnertech Technology Co.Ltd(300458) Announcement No.: 20220325-001 Allwinnertech Technology Co.Ltd(300458)
Announcement of resolutions of the 14th meeting of the 4th 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
The 14th meeting of the 4th board of directors of Allwinnertech Technology Co.Ltd(300458) (hereinafter referred to as "the company") was held by on-site voting in the conference room on the second floor of the company on March 24, 2022. There were 7 directors who should attend the meeting and 7 directors who actually attended the meeting. The notice of the meeting was delivered to all directors by email, fax and telephone on March 14, 2022. The meeting was presided over by Mr. Zhang Jianhui, chairman of the board. The meeting was held in accordance with the relevant provisions of the company law of the people's Republic of China and the articles of association.
After deliberation and voting, the meeting made the following resolutions:
1. The proposal on the 2021 general manager's work report of the company was deliberated and adopted
The board of directors considered that the report truly and objectively reflected that the management effectively implemented the resolutions of the board of directors in 2021. Carry out various production and operation activities in combination with the actual situation of the company.
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
2. The proposal on the work report of the board of directors in 2021 was considered and adopted
The board of directors considered that the work report of the board of directors in 2021 was objective and true. The independent directors of the company have submitted their work report to the board of directors and will report on their work at the 2021 annual general meeting of shareholders of the company. Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
3. The proposal on the company's 2021 annual report and its summary was deliberated and adopted
The board of directors considered that the information contained in the 2021 annual report and summary of the company is true, accurate and complete, and there are no false records, misleading statements or major omissions.
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
For details of relevant announcements, please refer to cninfo (www.cn. Info. Com. CN), the gem information disclosure website designated by the CSRC.
4. The proposal on the 2021 annual financial statement of the company was deliberated and adopted
The board of directors considered that the financial statement of the company in 2021 objectively and truly reflected the financial situation and operating results of the company in 2021.
The independent directors of the company expressed their independent opinions on the proposal.
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
For details of relevant announcements, please refer to cninfo (www.cn. Info. Com. CN), the gem information disclosure website designated by the CSRC.
5. The proposal on the company's profit distribution plan for 2021 was reviewed and approved
The company's profit distribution plan for 2021 is: Based on the company's existing total share capital of 331 Sichuan Haowu Electromechanical Co.Ltd(000757) shares, the company will distribute cash dividends of RMB 5.00 (including tax) to all shareholders for every 10 shares, with a total cash dividend of RMB 16550037850 (including tax) and no bonus shares; At the same time, the capital reserve is used to increase 9 shares for every 10 shares to all shareholders, with a total of 297900681 shares. After the increase, the total share capital of the company is 628901438 shares. The remaining undistributed profits are carried forward to subsequent years. Before the implementation of the profit distribution plan, if the share capital of the company changes, the distribution proportion will be adjusted according to the principle that the total distribution amount remains unchanged.
The board of Directors considers that it meets the requirements of the company's development and relevant laws and regulations.
The independent directors of the company expressed their independent opinions on the proposal.
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
For details of relevant announcements, please refer to cninfo (www.cn. Info. Com. CN), the gem information disclosure website designated by the CSRC.
6. The proposal on the special report on the deposit and use of raised funds in 2021 was deliberated and passed. The company used the raised funds in strict accordance with the securities law, the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange and other laws and regulations, as well as the company's raised funds management system and other systems, and performed the obligation of information disclosure in time. There was no illegal use of the raised funds.
The independent directors of the company expressed their independent opinions on the proposal, the sponsor Ping An Securities issued verification opinions on the proposal, and Tianjian Certified Public Accountants (special general partnership) issued an assurance report.
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
For details of relevant announcements, please refer to cninfo (www.cn. Info. Com. CN), the gem information disclosure website designated by the CSRC.
7. The proposal on the special audit statement on the occupation of non operating funds and other related capital transactions of the company was reviewed and approved
The board of directors considered that the information in the special audit statement is true, accurate and complete, and there are no false records, misleading statements or major omissions.
The independent directors of the company expressed their independent opinions on the proposal.
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
For details of relevant announcements, please refer to cninfo (www.cn. Info. Com. CN), the gem information disclosure website designated by the CSRC.
8. The proposal on the self-evaluation report on internal control in 2021 was considered and adopted
The board of directors considered that the company has established a relatively sound and perfect internal control system in accordance with the requirements of relevant laws and regulations and the actual situation, and all systems can be effectively implemented.
The independent directors of the company expressed their independent opinions on the proposal.
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
For details of relevant announcements, please refer to cninfo (www.cn. Info. Com. CN), the gem information disclosure website designated by the CSRC.
9. The proposal on renewing the appointment of audit institutions in 2022 was considered and adopted
After being reviewed and approved by the board of directors and the audit committee, the company agreed to renew the appointment of Tianjian Certified Public Accountants (special general partnership) as the company's audit institution in 2022 for one year.
The independent directors of the company expressed their independent opinions on the proposal.
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
For details of relevant announcements, please refer to cninfo (www.cn. Info. Com. CN), the gem information disclosure website designated by the CSRC.
10. The proposal on the remuneration of senior managers of the company was deliberated and adopted
According to the relevant salary regulations of the company and in combination with the operation of the company, the senior managers of the company shall conduct comprehensive evaluation and determine the salary according to the specific management positions held in the company, comprehensive work ability, performance of duties, completion of responsibility objectives, etc.
Li Longsheng and Ding ran, two directors who have interests in the proposal, implemented the avoidance of voting, and the proposal was voted by the other five directors.
The independent directors of the company expressed their independent opinions on the proposal.
Voting result: 5 affirmative votes; No negative vote; There were no abstentions.
11. The proposal on the company's foreign exchange hedging business was deliberated and adopted
It is agreed that the company and its subsidiaries use their own funds to carry out foreign exchange hedging business with banks and other financial institutions with a total amount of no more than 900 million yuan or equivalent foreign currencies. Within this limit, it can be used circularly. The authorization period is from April 1, 2022 to April 1, 2023.
The independent directors of the company expressed their independent opinions on the proposal.
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
For details of relevant announcements, please refer to cninfo (www.cn. Info. Com. CN), the gem information disclosure website designated by the CSRC.
12. The proposal on the company's application for comprehensive credit line from the bank was deliberated and adopted
According to the business development needs of the company, better support the expansion of the company's business and promote the sustainable development of the company. It is agreed that the company applies to the bank for a comprehensive credit line of no more than RMB 1 billion. Within the scope of not exceeding the total credit line, the credit line actually approved by each bank shall prevail. The comprehensive credit is valid for 2 years and can be recycled within the above limit.
At the same time, the chairman of the company is authorized to sign all contracts, agreements, vouchers and other legal documents related to credit within the above credit line.
Independent directors expressed their independent opinions on the proposal.
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
For details of relevant announcements, please refer to cninfo (www.cn. Info. Com. CN), the gem information disclosure website designated by the CSRC.
13. The proposal on Amending the articles of association was considered and adopted
According to the needs of the company's operation and development, combined with the actual situation of the company, and due to the changes in the company's registered capital and total shares due to the company's profit distribution, the company plans to amend some provisions of the articles of association.
The relevant contents of the articles of association are amended as follows:
Serial No. after modification of the original article
Article 6 the registered capital of the company is RMB 300 million. Article 6 the registered capital of the company is RMB 631 million seven hundred and fifty-seven, twenty-eight million nine hundred and one thousand four hundred and thirty-eight (RMB 33100757). RMB 628901438 yuan.
Article 8 the chairman is the legal representative of the company. Article 8 the chairman or general manager is the legal representative of the company.
Article 19 the total number of shares of the company is Article 19 the total number of shares of the company is 33100757 shares, with a par value of 1 yuan per share. 628901438 million shares, with a par value of 1 yuan per share. The share capital structure of the company is: ordinary shares. The share capital structure of the company is: 3310075700 ordinary shares, without other types of shares. 628901438 million shares, no other types of shares.
In addition to the above-mentioned amendments, other provisions of the articles of association shall not be modified, and the articles of association shall be re formulated according to the above-mentioned modifications.
The board of directors requests the general meeting of shareholders to authorize the board of directors of the company to handle industrial and commercial change / filing registration and other related matters.
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
For details of relevant announcements, please refer to cninfo (www.cn. Info. Com. CN.) on the gem information disclosure website designated by the CSRC
14. The proposal on convening the 2021 annual general meeting of shareholders was considered and adopted
The company decided to hold the 2021 annual general meeting of shareholders at 14:00 p.m. on Friday, April 15, 2022.
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
For details of relevant announcements, please refer to cninfo (www.cn. Info. Com. CN), the gem information disclosure website designated by the CSRC. 2、 Documents for future reference
1. Resolutions of the 14th meeting of the 4th board of directors;
2. Prior approval opinions and independent opinions of independent directors on relevant matters;
3. Other documents required by SZSE.
It is hereby announced.
Allwinnertech Technology Co.Ltd(300458) board of directors March 25, 2022
