Securities code: Fspg Hi-Tech Co.Ltd(000973) securities abbreviation: Fspg Hi-Tech Co.Ltd(000973) Announcement No.: 202205
Announcement of resolutions of the 21st Meeting of the 10th 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.
Fspg Hi-Tech Co.Ltd(000973) (hereinafter referred to as “the company”) the board of directors sent a notice on convening the 21st Meeting of the 10th board of directors to all participants by telephone, written notice and personal delivery on March 11, 2022. The meeting was held in the on-site meeting in the conference room on the second floor of the company’s headquarters on March 24, 2022. Due to epidemic prevention and control, Mr. Zhou Rong, an independent director, voted by means of communication. The meeting was presided over by Mr. Tang Qiang, chairman of the board of directors. There were 6 directors who should participate in the voting, 6 actually participated in the voting, and all supervisors and senior managers attended the meeting as nonvoting delegates. The meeting complies with the relevant provisions of the company law and the articles of association. The meeting considered and adopted the following proposals:
1、 The “14th five year plan” development strategic plan of the company was reviewed and approved
See details in China Securities Journal, securities times and cninfo on the same day（ http://www.cn.info.com.cn. ）Issued the outline of the company’s “14th five year plan” development strategic planning.
Voting results: 6 in favor, 0 against and 0 abstention.
2、 The proposal on the election of directors of the company was deliberated and adopted
According to the needs of the company’s development, in accordance with the company law, the stock listing rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and other laws and regulations, normative documents and the relevant provisions of the articles of association, after the qualification examination and nomination of director candidates by the nomination committee of the board of directors, it is proposed to elect Mr. Zhou Lei as a non independent director of the 10th board of directors of the company, The term of office starts from the date of adoption by the general meeting of shareholders to the expiration of the 10th board of directors. The number of directors who concurrently serve as senior managers of the company in the board of directors of the company shall not exceed half of the total number of directors of the company.
This proposal must be submitted to the general meeting of shareholders of the company for deliberation.
The resumes of candidates for directors are as follows:
Mr. Zhou Lei, born in April 1977, is a member of the Communist Party of China, a graduate student of business administration and an economist. He is now the deputy general manager of the operation management center of Guangdong Guangxin Holding Group Co., Ltd. and a director of Guangdong food import and Export Group Co., Ltd; He once served as the director of the planning department and the director of the Strategic Development Department of the enterprise management headquarters of Guangzhou Metro Group Co., Ltd., the director, assistant minister, deputy minister and deputy general manager of the innovation and Investment Management Department of Guangdong Guangxin Holding Group Co., Ltd., and the director and Chairman (legal representative) of Guangdong Guangxin Innovation Research Institute Co., Ltd.
Mr. Zhou Lei is not allowed to be nominated as a director; Have not been punished by the CSRC and other relevant departments or the stock exchange; There is no case of being placed on file for investigation by judicial organs for suspected crimes or being placed on file for inspection by CSRC for suspected violations of laws and regulations; Mr. Zhou Lei has no relationship with the controlling shareholder of the company, other shareholders holding more than 5% of the company’s shares, actual controllers, other directors, supervisors and senior managers of the company; Not holding shares of the company; He is not the person who has broken his promise; Qualifications that meet the requirements of relevant laws, administrative regulations, departmental rules, normative documents, stock listing rules of Shenzhen Stock Exchange and other relevant provisions of the exchange.
The independent directors of the company, Mr. Luo Shaode, Mr. Zhou Rong and Ms. Yu Yue, have expressed independent opinions on this matter.
Voting results: 6 in favor, 0 against and 0 abstention.
3、 The full text and summary of the company’s 2021 annual report were reviewed and adopted
See details in China Securities Journal, securities times and cninfo on the same day（ http://www.cn.info.com.cn. ）Full text and summary of the company’s 2021 annual report released.
Voting results: 6 in favor, 0 against and 0 abstention.
This proposal must be submitted to the general meeting of shareholders of the company for deliberation.
4、 The report of the board of directors of the company in 2021 was reviewed and adopted
See details on the same day on cninfo（ http://www.cn.info.com.cn. ）”Section III Management Discussion and analysis” and “section IV corporate governance” in the full text of the company’s 2021 annual report released.
Voting results: 6 in favor, 0 against and 0 abstention.
This proposal must be submitted to the general meeting of shareholders of the company for deliberation.
5、 The plan for profit distribution of the company in 2021 was reviewed and approved
Audited by Huaxing Certified Public Accountants (special general partnership), the net profit of the parent company in 2021 was 4558060280 yuan, plus the undistributed profit of 66076467509 yuan at the beginning of 2021, 10% legal surplus reserve was 455806028 yuan, cash dividend was 2902269508 yuan, and the distributable profit of the company at the end of 2021 was 67276452253 yuan. The company’s profit distribution plan for 2021 is proposed as follows:
Based on the total share capital of 967423171 shares at the end of 2021, a cash dividend of RMB 0.38 (including tax) is distributed to all shareholders for every 10 shares, with a total distribution of RMB 3676208050, and the remaining undistributed profit of RMB 636 Longxing Chemical Stock Co.Ltd(002442) 03 is carried forward for annual distribution in the future; Capital reserve will not be converted into share capital in 2021.
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 profit distribution plan complies with the profit distribution policy stipulated in the articles of association, the company’s dividend management system and the company’s shareholder return plan for the next three years (20212023). There is no significant difference between the cash dividend level of the company and the average level of Listed Companies in the industry.
The independent directors of the company, Mr. Luo Shaode, Mr. Zhou Rong and Ms. Yu Yue, have expressed independent opinions on this matter.
Voting results: 6 in favor, 0 against and 0 abstention.
This proposal must be submitted to the general meeting of shareholders of the company for deliberation.
6、 The proposal on the company’s provision for credit impairment loss and asset impairment loss in 2021 was deliberated and adopted. For details, please refer to China Securities Journal, securities times and cninfo.com on the same day（ http://www.cn.info.com.cn. ）Announcement on the provision of credit impairment loss and asset impairment loss in 2021.
The independent directors of the company, Mr. Luo Shaode, Mr. Zhou Rong and Ms. Yu Yue, have expressed independent opinions on this matter.
Voting results: 6 in favor, 0 against and 0 abstention.
This proposal must be submitted to the general meeting of shareholders of the company for deliberation.
7、 Reviewed and approved the 2021 annual internal control evaluation report of the company
See details on the same day on cninfo（ http://www.cn.info.com.cn. ）The company’s 2021 annual internal control evaluation report and 2021 annual internal control audit report issued.
The independent directors of the company, Mr. Luo Shaode, Mr. Zhou Rong and Ms. Yu Yue, have expressed independent opinions on this matter.
Voting results: 6 in favor, 0 against and 0 abstention.
8、 The proposal on the company’s expected guarantee for holding subsidiaries in 2022 was deliberated and adopted
See details in China Securities Journal, securities times and cninfo on the same day（ http://www.cn.info.com.cn. ）Announcement on providing guarantee for holding subsidiaries in 2022.
Voting results: 6 in favor, 0 against and 0 abstention.
9、 The proposal on the amount of the company’s expected use of its own funds to purchase financial products in 2022 was deliberated and adopted. See details in China Securities Journal, securities times and cninfo on the same day（ http://www.cn.info.com.cn. ）Announcement on the expected use of self owned financial products in 2022.
The independent directors of the company, Mr. Luo Shaode, Mr. Zhou Rong and Ms. Yu Yue, have expressed independent opinions on this matter.
Voting results: 6 in favor, 0 against and 0 abstention.
10、 The proposal on the company’s expected foreign exchange trading business in 2022 was deliberated and adopted
See details in China Securities Journal, securities times and cninfo on the same day（ http://www.cn.info.com.cn. ）Announcement on foreign exchange trading business expected to be carried out in 2022.
The independent directors of the company, Mr. Luo Shaode, Mr. Zhou Rong and Ms. Yu Yue, have expressed independent opinions on this matter.
Voting results: 6 in favor, 0 against and 0 abstention.
11、 The proposal on the company’s expected daily related party transactions in 2022 was deliberated and adopted
The meeting deliberated and voted on the proposal item by item. The voting is as follows:
(1) The company purchases products and technical services from a wholly-owned subsidiary of Guangxin group, with an estimated amount of no more than 2 million yuan; Related directors Mr. Tang Qiang and Mr. Wang Lei abstained from voting. The remaining four directors present at the meeting agreed with 4 votes, opposed 0 votes and abstained 0 votes.
(2) The company’s related party transactions of Guangdong Advertising Group Co.Ltd(002400) purchasing technical services from the holding subsidiary of Guangxin group, with an estimated amount of no more than 1 million yuan; Related directors Mr. Tang Qiang and Mr. Wang Lei abstained from voting. The remaining four directors present at the meeting agreed with 4 votes, opposed 0 votes and abstained 0 votes.
(3) The related party transactions of the company’s purchase of products from DuPont Hongji company are expected to amount to no more than 2 million yuan;
Mr. Ma pingsan, a related director, avoided voting, and the remaining five directors present at the meeting agreed with 5 votes, opposed 0 votes and abstained 0 votes.
(4) The related party transactions of the company’s purchase of products from Ningbo DuPont Diren Hongji are expected to amount to no more than 2 million yuan; Mr. Ma pingsan, a related director, avoided voting, and the remaining five directors present at the meeting agreed with 5 votes, opposed 0 votes and abstained 0 votes.
(5) Related party transactions in which the company sells products and technical services to a wholly-owned subsidiary of Guangxin group, with an estimated amount of no more than 5 million yuan; Related directors Mr. Tang Qiang and Mr. Wang Lei abstained from voting. The remaining four directors present at the meeting agreed with 4 votes, opposed 0 votes and abstained 0 votes.
(6) The company’s related party transactions in selling products to DuPont Hongji company, with an estimated amount of no more than 80 million yuan; Mr. Ma pingsan, a related director, avoided voting, and the remaining five directors present at the meeting agreed with 5 votes, opposed 0 votes and abstained 0 votes.
(7) The company provides management services to DuPont Hongji, and the amount of related party transactions is expected to be no more than 6 million yuan; Mr. Ma pingsan, a related director, avoided voting, and the remaining five directors present at the meeting agreed with 5 votes, opposed 0 votes and abstained 0 votes.
(8) The company provides management services to Ningbo DuPont Diren Hongji, and the amount of related party transactions is expected to be no more than 1.5 million yuan; Mr. Ma pingsan, a related director, avoided voting, and the remaining five directors present at the meeting agreed with 5 votes, opposed 0 votes and abstained 0 votes.
(9) The company provides management services to Jinhui company, and the amount of related party transactions is expected to be no more than 100000 yuan; Related directors Mr. Tang Qiang and Mr. Wang Lei abstained from voting. The remaining four directors present at the meeting agreed with 4 votes, opposed 0 votes and abstained 0 votes.
(10) The company leases the property related party transactions to DuPont Hongji company, and the expected amount is no more than 15 million yuan; Mr. Ma pingsan, a related director, avoided voting, and the remaining five directors present at the meeting agreed with 5 votes, opposed 0 votes and abstained 0 votes.
(11) The company leases the property to Jinhui company, and the amount is expected to be no more than 200000 yuan; Related directors Mr. Tang Qiang and Mr. Wang Lei avoided voting, and the other four directors present at the meeting agreed with 4 votes, opposed 0 votes and abandoned the voting
(12) The company leases property related party transactions to a wholly-owned subsidiary of Guangxin group, and the expected amount is no more than 200000 yuan; Related directors Mr. Tang Qiang and Mr. Wang Lei abstained from voting. The remaining four directors present at the meeting agreed with 4 votes, opposed 0 votes and abstained 0 votes.
The independent directors of the company, Mr. Luo Shaode, Mr. Zhou Rong and Ms. Yu Yue, have approved the above related party transactions in advance and expressed independent opinions.
See details in China Securities Journal, securities times and cninfo on the same day（ http://www.cn.info.com.cn. ）Announcement of the company’s expected daily connected transactions in 2022.
12、 The proposal on write off of assets of the company was deliberated and passed
See details in China Securities Journal, securities times and cninfo on the same day（ http://www.cn.info.com.cn. ）Announcement on write off of assets of the company issued by the company.
Voting results: 6 in favor, 0 against and 0 abstention.
13、 The relevant matters on convening the annual general meeting of shareholders of the company in 2021 were deliberated and adopted
See details in China Securities Journal, securities times and cninfo on the same day（ http://www.cn.info.com.cn. ）Notice on convening the 2021 annual general meeting of shareholders issued by the company.
Voting results: 6 in favor, 0 against and 0 abstention.
hereby
