Securities code: Shenzhen Xinhao Photoelectricity Technology Co.Ltd(301051) securities abbreviation: Shenzhen Xinhao Photoelectricity Technology Co.Ltd(301051) Announcement No.: 2022004 Shenzhen Xinhao Photoelectricity Technology Co.Ltd(301051)
Announcement of resolutions of the 14th 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
Shenzhen Xinhao Photoelectricity Technology Co.Ltd(301051) (hereinafter referred to as “the company”) the 14th meeting of the second board of directors was held in the company’s conference room on March 23, 2022 by means of on-site combined communication. The notice of the meeting was sent to all directors by mail, telephone, etc. on March 21, 2022. The meeting was presided over by Mr. Yao Hao, chairman of the board. There were 7 directors who should attend the meeting and 7 directors who actually attended the meeting. The supervisors and senior managers of the company attended the meeting as nonvoting delegates. The meeting was convened and held in accordance with the company law of the people’s Republic of China and other laws, regulations, normative documents and the relevant provisions of the articles of association. The meeting was legal and effective.
2、 Deliberations of the board meeting
After careful deliberation by the attending directors, the following resolutions are formed:
1. Deliberated and adopted the proposal on the annual report of 2021 and its summary
After comprehensively reviewing the full text and abstract of the company’s 2021 annual report, the board of directors of the company agreed that the preparation and review procedures of the company’s 2021 annual report comply with relevant laws and regulations, and the contents of the report truly, accurately and completely reflect the actual situation of the company’s operation in 2021, without false records, misleading statements or major omissions.
For details, please refer to the company’s website on the same day（ http://www.cn.info.com.cn. ）Disclosed annual report of 2021 and summary of annual report of 2021.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
2. Deliberated and adopted the proposal on the work report of the board of directors in 2021
In 2021, in strict accordance with the company law, securities law and other laws and regulations, as well as the articles of association, rules of procedure of the board of directors and other company systems, the board of directors of the company conscientiously implemented the resolutions adopted by the general meeting of shareholders, performed their duties diligently, and performed various duties entrusted to the board of directors by the company and shareholders.
The independent directors of the company, Mr. Wei Chuanjun, Mr. Liu Zhengyu and Ms. Wang Yihua, 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 website on the same day（ http://www.cn.info.com.cn. ）The work report of the board of directors in 2021 and the work report of independent directors in 2021 disclosed.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
3. Deliberated and passed the proposal on the work report of the general manager in 2021
After deliberation, the board of directors carefully listened to the 2021 general manager work report reported by Mr. Liang Jian, the general manager, and believed that the company’s management represented by the general manager effectively implemented the resolutions of the board of directors in 2021, and the report objectively and truly reflected the main work of the management in 2021.
Voting results: 7 in favor, 0 against and 0 abstention.
4. Deliberated and passed the proposal on the financial final accounts report of 2021
After deliberation, the board of Directors believes that the company’s 2021 financial statement objectively and truly reflects the company’s financial situation and operating results in 2021.
For details, please refer to the company’s disclosure on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Financial final accounts report of 2021.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
5. Deliberated and passed the proposal on the profit distribution plan for 2021
After comprehensively considering the long-term development of the company and the return on investment of shareholders, the board of directors of the company has formulated the profit distribution plan for 2021 as follows: Based on the total share capital of 80000000 shares as of December 31, 2021, the company will distribute cash dividends of RMB 10 (tax included) for every 10 shares to all shareholders, and a total of discovery dividends of RMB 8000000000 (tax included). In this profit distribution, no capital reserve will be converted into share capital, no bonus shares will be given, and the remaining undistributed profits will be carried forward for subsequent annual distribution.
For details, please refer to the company’s website on the same day（ http://www.cn.info.com.cn. ）Announcement on 2021 profit distribution plan disclosed by the company.
Voting results: 7 in favor, 0 against and 0 abstention.
The independent directors of the company expressed their independent opinions on this proposal.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
6. Deliberated and passed the proposal on the self evaluation report on internal control in 2021
The board of directors of the company believes that the company has established a relatively perfect internal control system and can be effectively implemented. The self-evaluation report of the company’s internal control in 2021 truly and objectively reflects the construction and operation of the company’s internal control system.
For details, please refer to the company’s website on the same day（ http://www.cn.info.com.cn. ）Self evaluation report on internal control in 2021 disclosed.
Voting results: 7 in favor, 0 against and 0 abstention.
The independent directors of the company expressed their independent opinions on this proposal, and the recommendation institution issued verification opinions. 7. Deliberated and passed the proposal on renewing the appointment of accounting firms in 2022
The board of directors agreed to renew the appointment of Zhongxi Certified Public Accountants (special general partnership) as the company’s audit institution in 2022 for a period of one year, and requested the general meeting of shareholders to authorize the company’s management to negotiate with Zhongxi Certified Public Accountants (special general partnership) to determine relevant audit fees according to the specific audit requirements and audit scope of the company and its subsidiaries.
For details, please refer to the company’s website on the same day（ http://www.cn.info.com.cn. ）Announcement on renewing the appointment of accounting firms in 2022 disclosed by the company.
Voting results: 7 in favor, 0 against and 0 abstention.
The independent directors of the company expressed their prior approval and independent opinions on this proposal.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
8. Deliberated and passed the proposal on resignation of independent directors and by election of independent directors of the company
In view of the resignation of Mr. Wei Chuanjun and Mr. Liu Zhengyu as independent directors of the company, according to the relevant provisions of the company law and the articles of association, after the qualification examination of the nomination committee of the board of directors, the board of directors nominated Mr. Ling Xipu and Mr. Feng Haitao as independent directors candidates for the second session of the board of directors of the company, with a term of office from the date of deliberation and approval by the general meeting of shareholders to the date of expiration of the term of office of the second session of the board of directors.
For details, please refer to the company’s website on the same day（ http://www.cn.info.com.cn. ）Announcement on resignation and by election of independent directors.
Voting results: 7 in favor, 0 against and 0 abstention.
The independent directors of the company expressed their independent opinions on this proposal.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
9. Deliberated and passed the proposal on the remuneration scheme of directors in 2022
In 2021, the remuneration and relevant incentive assessment of the company’s directors were carried out in strict accordance with relevant regulations and formulated in combination with the actual operating conditions of the company. The disclosed remuneration was true, and its distribution procedures were in line with relevant laws, regulations and the articles of association. At the same time, taking into account the actual operation of the company, the salary level of industry and region, job contribution and other factors, the company has formulated the director’s salary plan for 2022.
For details, please refer to the company’s website on the same day（ http://www.cn.info.com.cn. ）The announcement on the remuneration plan of the company’s directors, supervisors and senior managers in 2022.
Since all directors of the company avoided voting, this proposal was directly submitted to the general meeting of shareholders of the company for deliberation.
10. Deliberated and passed the proposal on the remuneration scheme for senior managers in 2022
The remuneration and relevant incentive assessment of the company’s senior managers in 2021 are carried out in strict accordance with relevant regulations and formulated in combination with the actual operating conditions of the company. The disclosed remuneration is true, and its distribution procedures comply with the provisions of relevant laws, regulations and the articles of association. At the same time, considering the actual operation of the company, the salary level of industry and region, job contribution and other factors, the company has formulated the salary plan for senior managers in 2022.
For details, please refer to the company’s website on the same day（ http://www.cn.info.com.cn. ）The announcement on the remuneration plan of the company’s directors, supervisors and senior managers in 2022.
The independent directors of the company expressed their independent opinions on this proposal.
Voting results: 7 in favor, 0 against and 0 abstention.
11. The proposal on the estimated amount of daily connected transactions in 2022 was deliberated and adopted
For details, please refer to the company’s website on the same day（ http://www.cn.info.com.cn. ）The announcement on the estimated amount of daily connected transactions in 2022 disclosed.
Voting results: 6 in favor, 0 against and 0 abstention. Wang Yayuan, a related director, avoided voting.
The independent directors of the company expressed their prior approval and independent opinions on this proposal, and the recommendation institution issued verification opinions.
12. The proposal on the application for comprehensive credit line by the company and its subsidiaries in 2022 was deliberated and passed
In order to meet the needs of the company’s production, operation and development, and in combination with the actual situation of the company, the board of directors agreed that the company and its subsidiaries planned to apply for a comprehensive credit line with a total of no more than RMB 6 billion (or equivalent foreign currency) from banks and other financial institutions in 2022, with a term of one year (subject to the actual credit term approved by the financial institutions). For details, please refer to the company’s website on the same day（ http://www.cn.info.com.cn. ）The announcement on the application for comprehensive credit line by the company and its subsidiaries in 2022.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
13. The proposal on the special report on the deposit and use of raised funds in 2021 was passed. After deliberation, the board of directors held that the company used the raised funds in strict accordance with the company law, the securities law, the guidelines for self discipline supervision of listed companies on Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM and other laws and regulations, as well as the company’s measures for the administration of raised funds, and timely Truthfully, accurately and completely disclose the storage and use of the raised funds, and there is no illegal use of the raised funds.
For details, please refer to the company’s website on the same day（ http://www.cn.info.com.cn. ）Special report on the deposit and use of raised funds in 2021 disclosed.
Voting results: 7 in favor, 0 against and 0 abstention.
The independent directors of the company expressed their independent opinions on this proposal, the sponsor issued verification opinions, and Zhongxi Certified Public Accountants (special general partnership) issued an assurance report.
14. Deliberated and passed the proposal on the implementation subject and place of new raised investment projects and the use of some raised funds to increase capital to holding subsidiaries to implement raised investment projects
After deliberation, the board of directors agreed to add the holding subsidiary DAHAO Technology (Dongguan) Co., Ltd. (hereinafter referred to as “DAHAO technology”) as the implementation subject of the raised investment project of the company’s initial public offering of shares, In addition, No. 2, industrial North Third Road, Songshanhu Park, Dongguan City, where DAHAO technology is located, was added as the implementation place of the raised investment project, and was specifically implemented through the way that the wholly-owned subsidiary Xinhao Technology (Guangdong) Co., Ltd. increased the capital of RMB 822 million to DAHAO Technology, a holding subsidiary.
For details, please refer to the company’s website on the same day（ http://www.cn.info.com.cn. ）The announcement on the implementation subject and place of new raised investment projects and the use of some raised funds to increase capital to holding subsidiaries to implement raised investment projects.
Voting results: 7 in favor, 0 against and 0 abstention.
The independent directors of the company expressed their independent opinions on this proposal, and the recommendation institution issued verification opinions. This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
15. The proposal on the proposed establishment of a special account for raised funds was deliberated and adopted
After deliberation, the board of directors approved DAHAO Technology (Dongguan) Co., Ltd. to open a special account for raised funds and sign a four-way supervision agreement for raised funds with the company, the sponsor and the commercial bank storing the raised funds.
Voting results: 7 in favor, 0 against and 0 abstention.
16. The proposal on the use of some temporarily idle raised funds and self owned funds for cash management was deliberated and adopted
It is agreed that the company and its subsidiaries use the temporarily idle raised funds of no more than RMB 90 million (including this amount) and their own funds of no more than RMB 45 million (including this amount) for cash management under the condition of ensuring that the construction of raised projects, normal production and operation and fund safety are not affected. Within the 12-month term of validity of the aforesaid revolving fund approved by the board of directors.
