Stock abbreviation: Unisplendour Corporation Limited(000938) Stock Code: Unisplendour Corporation Limited(000938) Announcement No.: 2022013
Unisplendour Corporation Limited(000938)
Announcement of resolutions of the 9th meeting of the 8th 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.
Unisplendour Corporation Limited(000938) (hereinafter referred to as “the company”) the 9th meeting of the 8th board of directors was notified in writing on March 14, 2022 and held in the conference room on the fourth floor of Ziguang building on March 25, 2022. The meeting was presided over by Mr. Yu Yingtao, chairman of the board of directors. There were 7 directors to be present at the meeting. In accordance with the provisions of Unisplendour Corporation Limited(000938) articles of association, 3 supervisors attended the meeting as nonvoting delegates.
After deliberation and voting one by one, the meeting made the following resolutions: I. adopt the 2021 president’s work report of the company
Voting results: 7 in favor, 0 against and 0 abstention.
2、 Passed the 2021 annual report of the board of directors of the company
See the 2021 annual report of the board of directors disclosed on the same day for details.
There were no affirmative votes and 7 abstentions.
This proposal needs to be deliberated and approved by the company’s 2021 annual general meeting of shareholders.
3、 Through the company’s 2021 annual financial statement report
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal needs to be deliberated and approved by the company’s 2021 annual general meeting of shareholders.
4、 Through the full text and summary of the company’s annual report 2021
See the 2021 annual report disclosed on the same day for details.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal needs to be deliberated and approved by the company’s 2021 annual general meeting of shareholders.
5、 Passed the 2021 annual report on the work of independent directors of the company
For details, please refer to the report on work of independent directors in 2021 disclosed on the same day.
Voting results: 7 in favor, 0 against and 0 abstention.
6、 Approved the company’s profit distribution plan for 2021
According to the financial report of the company, the consolidated net profit attributable to the owners of the parent company in this year is 214764627803 yuan, the statutory surplus reserve is 819774083 yuan, plus the consolidated undistributed profit of 720544219429 yuan at the beginning of the year, minus the paid ordinary share dividend of 28 Ningbo Marine Company Limited(600798) 740 yuan and the general risk reserve of 163137686 yuan, the consolidated undistributed profit is 905725136723 yuan.
The profit distribution plan for 2021 is: Based on the 28 Ningbo Marine Company Limited(600798) 74 shares of the company’s total share capital at the end of 2021, a cash dividend of 1.00 yuan (including tax) will be distributed to all shareholders for every 10 shares, with a total cash distribution of 28 Ningbo Marine Company Limited(600798) 740 yuan. The company’s consolidated undistributed profit remains 877124337983 yuan. In 2021, no bonus shares will be given and no accumulation fund will be converted into share capital.
If the total share capital of the company changes before the implementation of the profit distribution plan in 2021, the distribution amount per share will be adjusted accordingly according to the principle of “the total amount of cash dividends remains unchanged”.
The above profit distribution plan complies with the profit distribution policy stipulated in the articles of association and the disclosed shareholder return plan of the company. 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 unanimously agreed to the resolution made by the board of directors.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal needs to be deliberated and approved by the company’s 2021 annual general meeting of shareholders.
7、 Passed the proposal on renewing the appointment of zhongxinghua Certified Public Accountants (special general partnership) as the company’s 2022 financial report and internal control audit institution and paying audit fees
In order to maintain the continuity and stability of the company’s audit work, it is agreed that the company will continue to employ zhongxinghua Certified Public Accountants (special general partnership) as the audit institution of the company’s financial report and internal control in 2022. It is agreed that the company shall pay zhongxinghua Certified Public Accountants (special general partnership) no more than RMB 1.7 million for the audit of financial report in 2021 and no more than RMB Shanghai Pudong Development Bank Co.Ltd(600000) for the audit of internal control, with a total of no more than RMB 2.3 million. All travel expenses and other expenses incurred in the above audit business shall be borne by the company. Meanwhile, the board of directors of the company requested the general meeting of shareholders to authorize the board of directors to decide the remuneration of the audit institution in 2022 according to the specific circumstances.
For details, see the announcement on the proposed renewal of accounting firm disclosed on the same day.
The independent directors unanimously approved the proposal in advance and agreed with the resolution made by the board of directors.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal needs to be deliberated and approved by the company’s 2021 annual general meeting of shareholders.
8、 Passed the 2021 annual internal control evaluation report of the company
See the 2021 internal control evaluation report disclosed on the same day for details.
The independent directors unanimously agreed to the resolution made by the board of directors.
Voting results: 7 in favor, 0 against and 0 abstention.
9、 Through the 2021 annual social responsibility report of the company
See the 2021 social responsibility report disclosed on the same day for details.
Voting results: 7 in favor, 0 against and 0 abstention.
10、 The proposal on retroactive adjustment of financial data in business combinations under the same control was passed
In 2021, the company incorporated Ziguang cloud Technology Co., Ltd. and Ziguang Financial Information Service Co., Ltd. into the scope of consolidated statements, forming a business merger under the same control. According to the accounting standards for business enterprises and other relevant provisions, the company is allowed to retroactively adjust the relevant financial statement data of the previous period for business combinations under the same control.
The board of Directors believes that the data basis of the relevant financial statements in the early stage of the retroactive adjustment of the company’s business combination under the same control is sufficient, in line with the relevant provisions of the accounting standards for business enterprises, and the retroactively adjusted financial statements objectively and truly reflect the company’s financial situation and operating results.
For details, see the announcement on retroactive adjustment of financial data of business combinations under the same control disclosed on the same day.
The independent directors unanimously agreed to the resolution made by the board of directors.
Voting results: 7 in favor, 0 against and 0 abstention.
11、 Passed the proposal on the company’s application for comprehensive credit line from the bank
It is agreed that the company applies to two banks for a comprehensive credit line of no more than RMB 800 million, which is valid for one year from the date of approval by the board of directors. The specific contents are as follows:
(1) It is agreed that the company shall apply to Ping An Bank Co.Ltd(000001) for a comprehensive credit line of no more than 500 million yuan, and the validity period of the credit line shall be one year from the date of signing the credit agreement.
(2) It is agreed that the company shall apply to China Merchants Bank Co.Ltd(600036) for a comprehensive credit line of no more than RMB 300 million, which shall be jointly used by the company and its subsidiaries. The validity period of the credit line is one year from the date of signing the credit agreement.
Voting results: 7 in favor, 0 against and 0 abstention.
12、 Pass the proposal on providing guarantee for subsidiaries to apply for comprehensive bank credit line
In order to ensure the smooth development of the business of the subsidiary, according to the business plan and capital needs of the subsidiary, the company Ziguang digital (Suzhou) Group Co., Ltd. (hereinafter referred to as “Suzhou Ziguang digital”), a wholly-owned subsidiary of the company, provides a guarantee with a total amount of no more than RMB 1.22 billion for the bank comprehensive credit line applied by the subsidiary within the scope of the company’s consolidated statements within 12 months from the date of deliberation and approval of the company’s 2021 annual general meeting of shareholders. The specific contents are as follows:
The proportion of shares held by the guarantor and the guaranteed and the guarantee amount (RMB)
The company Ziguang Software System Co., Ltd. is 100% less than 200 million yuan
Ziguang e-commerce Co., Ltd. 100%
No more than 780 million yuan
Suzhou Ziguang digital Ziguang Xiaotong Technology Co., Ltd. 60%
Code Ziguang Supply Chain Management Co., Ltd. 100%
No more than 24 million yuan
Ziguang data (Tianjin) Co., Ltd. 100%
Total no more than 1220 million yuan
At the same time, the board of directors requested the general meeting of shareholders to authorize the president of the company to decide the specific matters of each guarantee, including but not limited to the guarantee amount, guarantee period, guarantee method and other guarantee related matters within the scope of the above guarantee line and according to the specific credit line requirements applied by the above subsidiaries to each bank, And authorize the legal representative of Suzhou Ziguang digital and Suzhou Ziguang digital to sign relevant guarantee agreements and other documents related to the above guarantee.
After the proposal is considered and approved by the general meeting of shareholders of the company, the guarantee line with a total amount of no more than RMB 1.47 billion for the subsidiary’s application for bank comprehensive credit line approved by the general meeting of shareholders of the company in 2020 will be terminated accordingly.
For details, see the announcement on providing guarantee for subsidiaries applying for bank comprehensive credit line disclosed on the same day.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal needs to be deliberated and approved by the company’s 2021 annual general meeting of shareholders.
13、 Passed the proposal on providing guarantee for subsidiaries to suppliers
Suzhou Ziguang digital is a wholly-owned subsidiary of the company engaged in it distribution business, and Ziguang Computer Technology Co., Ltd. (hereinafter referred to as “Ziguang computer”) is a holding subsidiary of the company engaged in R & D, production and sales of commercial computing terminals. In order to ensure the smooth development of the subsidiary’s business, it is agreed to provide the following joint and several liability guarantee for the credit line applied by Suzhou Ziguang digital and Ziguang computer to the supplier:
Serial No. guarantor guarantor secured party Secured Amount Secured period
Two years from the date of expiration of the debt performance period agreed in the guaranteed transaction; Suzhou Ziguang digital Lenovo (Beijing) information does not exceed the performance period of RMB guaranteed transaction. When the expiration date of RMB 100 million of the first company code technology Co., Ltd. is earlier than the last day of the main creditor’s right period, that is, June 30, 2025, The guarantee period shall be extended to two years from July 1, 2025
2. The controllable information industry of Ziguang computer Zhongke of the company shall not exceed RMB, which will be jointly determined by the guarantor, the guaranteed and the guarantor of RMB 4 million
3. The shares of Shenzhen baoxinchuang Technology Co., Ltd. of Ziguang computer will not exceed RMB, which will be jointly negotiated and determined by the guarantor, the guaranteed and the guarantor of 30 million yuan
At the same time, the board of directors authorized the president of the company to decide on the guarantee period of each guarantee provided for Ziguang computer.
After the above guarantee agreement is signed and takes effect, the 2019 annual general meeting of shareholders of the company approved that the guarantee provided by the company to Lenovo (Beijing) Information Technology Co., Ltd. for Suzhou Ziguang digital not exceeding RMB 80 million shall be terminated accordingly.
For details, see the proposal on providing guarantee for subsidiaries to suppliers disclosed on the same day.
Voting results: 7 in favor, 0 against and 0 abstention.
14、 Passed the proposal on the continuous risk assessment report of the company’s deposit and loan business in Tsinghua Holding Group Finance Co., Ltd
After the deliberation and approval of the company’s 2020 annual general meeting of shareholders, the company signed a one-year financial service agreement with Tsinghua Holding Group Finance Co., Ltd. (hereinafter referred to as “finance company”), which will provide the company with a series of financial services within its business scope, including but not limited to unified comprehensive credit, deposit services Settlement services and other businesses that can be engaged by finance companies approved by Bank Of China Limited(601988) Insurance Regulatory Commission. According to depth
