Securities code: Longshine Technology Group Co.Ltd(300682) securities abbreviation: Longshine Technology Group Co.Ltd(300682) Announcement No.: 2022024 securities code: 123083 securities abbreviation: Longxin convertible bonds
Longshine Technology Group Co.Ltd(300682)
Announcement on the resolution of the 37th meeting of the third 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.
Longshine Technology Group Co.Ltd(300682) (hereinafter referred to as “the company”) the 37th meeting of the third board of directors was held in 1801, Beichen times building, yard 8, Beichen East Road, Chaoyang District, Beijing on March 25, 2022 by on-site combined communication. The notice of the meeting was sent by mail on March 15, 2022. There are 8 directors who should attend the meeting and 8 actually attended the meeting. The meeting was held in accordance with the company law of the people’s Republic of China (hereinafter referred to as the company law), the securities law of the people’s Republic of China (hereinafter referred to as the Securities Law) and the Longshine Technology Group Co.Ltd(300682) articles of Association (hereinafter referred to as the articles of Association). The resolution of the board of directors is legal and valid.
In accordance with the provisions of the company law and the articles of association, all directors deliberated and adopted the following resolutions: I. the proposal on the work report of the general manager in 2021 was deliberated and adopted
The directors attending the meeting listened carefully to the general manager’s work report for 2021 made by Mr. Zheng Xinbiao, the general manager, and believed that the report objectively and truly reflected the work and achievements of the company in implementing the resolutions of the board of directors, business operation and management, and implementing various systems of the company in 2021.
Voting results: 8 in favor, 0 against and 0 abstention.
2、 Deliberated and adopted the proposal on the work report of the board of directors in 2021
Mr. Xu Changjun, chairman of the board of directors of the company, made the work report of the board of directors in 2021. In 2021, the board of directors of the company strictly followed the provisions of 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 articles of association, rules of procedure of the board of directors and other rules and regulations, Earnestly perform various responsibilities entrusted to the board of directors by the company and shareholders, earnestly implement various resolutions adopted by the general meeting of shareholders, and carry out various work diligently to ensure the sustainable, healthy and stable development of the company.
Mr. Zhao guole and Mr. Zhao Guolin, the current independent directors of the company, presented their report to the 2021 annual meeting of independent directors of the company.
For details, see the relevant announcement on the gem information disclosure website designated by the China Securities Regulatory Commission.
Voting results: 8 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
3、 Deliberated and passed the proposal on the financial final accounts report of 2021
In 2021, the total operating revenue of the whole year was 46394495 million yuan, with a year-on-year increase of 36.98%; The net profit attributable to the shareholders of the listed company was 84 Kinco Automation(Shanghai) Co.Ltd(688160) 0 yuan, a year-on-year increase of 19.77%; The net profit attributable to shareholders of listed companies after deducting non recurring profits and losses was 722679700 yuan, a year-on-year increase of 23.83%. For details, see the relevant announcement on the gem information disclosure website designated by the China Securities Regulatory Commission.
Voting results: 8 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
4、 Deliberated and passed the proposal on financial statements and audit report in 2021
PwC Zhongtian Certified Public Accountants (special general partnership) issued PwC ztsz (2022) No. 10061 financial statements and audit report for 2021 on March 25, 2022. The report is a standard unqualified audit report, and the board of directors agreed to report it.
For details, see the relevant announcement on the gem information disclosure website designated by the China Securities Regulatory Commission.
Voting results: 8 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
5、 Deliberated and adopted the proposal on the annual report of 2021 and its summary
For details, see the relevant announcement on the gem information disclosure website designated by the China Securities Regulatory Commission.
Voting results: 8 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
6、 The proposal on the company’s profit distribution plan for 2021 was reviewed and approved
According to the audit confirmation of PricewaterhouseCoopers Zhongtian Certified Public Accountants (special general partnership), the net profit attributable to the shareholders of the listed company in the consolidated financial statements of the company in 2021 was 84 Jee Technology Co.Ltd(688162) 938 yuan, and the undistributed profit in the consolidated statements at the end of the period was 278038060359 yuan; The net profit of the parent company in 2021 was 51339544144 yuan, and the undistributed profit of the parent company at the end of the period was 137950232109 yuan. According to the principle of the lower of the distributable profits in the consolidated statements and the statements of the parent company, the distributable profits of the company in this year are 46205589730 yuan.
In order to repay shareholders and share the company’s operating results with all shareholders, on the premise of taking into account the development of the company and the interests of shareholders, and in accordance with the relevant provisions of the company law and the articles of association, the company plans to distribute a cash dividend of RMB 1.2 (including tax) for every 10 shares based on the total share capital of the company on March 24, 2022 after deducting 1037653106 shares that have been repurchased in the company’s special repurchase account, A total of 12451837272 yuan of cash dividends (including tax) will be distributed, no bonus shares will be given, no capital reserve will be converted into share capital, and the remaining undistributed profits will be carried forward for subsequent annual distribution.
According to the relevant regulations of Shenzhen Stock Exchange, the shares in the company’s repurchase special securities account will not participate in this equity distribution. If the company changes its total share capital or shares in the special securities account for repurchase before the equity registration date of equity distribution, the amount of cash dividend per share will be adjusted accordingly according to the principle that the total amount of cash dividend is fixed.
According to Article 7 of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 9 – share repurchase, “if a listed company repurchases shares in the form of offer and centralized bidding with cash as consideration, the amount of shares repurchased in the current year shall be regarded as the amount of cash dividends, which shall be included in the relevant proportion of cash dividends in the current year.
”As of April 6, 2021, the company has repurchased a total of 7910010 shares of the company through the special securities account for stock repurchase through centralized bidding transaction, with the highest transaction price of 15.06 yuan / share and the lowest transaction price of 12.28 yuan / share, and the total transaction amount of 10738020191 yuan (excluding transaction expenses). So far, the implementation of the company’s share repurchase plan has been completed.
To sum up, in 2021, the total cash dividend amount of the company in the above two ways was 23189857463 yuan.
The independent directors of the company expressed independent opinions on the matter, and the board of supervisors of the company issued audit opinions.
For details, see the relevant announcement on the gem information disclosure website designated by the China Securities Regulatory Commission.
Voting results: 8 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
7、 The proposal on the environmental, social and Governance (ESG) report for 2021 and the environmental, social and Governance (ESG) report for 2021 were reviewed and approved. See the relevant announcements on the gem information disclosure website designated by the China Securities Regulatory Commission.
Voting results: 8 in favor, 0 against and 0 abstention.
8、 The proposal on the remuneration of directors and senior managers in 2021 and the remuneration and assessment scheme in 2022 was reviewed and approved
Independent directors have expressed independent opinions on this proposal.
For details, see the relevant announcement on the gem information disclosure website designated by the China Securities Regulatory Commission.
This proposal involves the remuneration of all directors. Based on the principle of prudence, all directors avoid voting and submit it to the 2021 annual general meeting of shareholders of the company for deliberation.
9、 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 maintained effective internal control over financial reporting in all major aspects in accordance with the requirements of the enterprise internal control standard system and relevant regulations.
The independent directors gave independent opinions on this, the board of supervisors of the company gave audit opinions, and Citic Securities Company Limited(600030) gave verification opinions on this matter.
For details, see the relevant announcement on the gem information disclosure website designated by the China Securities Regulatory Commission.
Voting results: 8 in favor, 0 against and 0 abstention.
10、 The proposal on the special report on the occupation of funds by controlling shareholders and other related parties was deliberated and adopted
PricewaterhouseCoopers Zhongtian Certified Public Accountants (special general partnership) issued the special report on the occupation of funds by Longshine Technology Group Co.Ltd(300682) controlling shareholders and other related parties (PricewaterhouseCoopers Zhongtian special audit Zi (2022) No. 2928). The independent directors of the company issued independent opinions on this, and the board of supervisors of the company issued audit opinions.
For details, see the relevant announcement on the gem information disclosure website designated by the China Securities Regulatory Commission.
Voting results: 8 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
11、 Deliberated and passed the proposal on the prediction of daily connected transactions in 2022
The board of directors of the company deliberated on the expected daily connected transactions of the company in 2022 and passed the proposal.
The independent directors of the company expressed their prior approval opinions and independent opinions, and Citic Securities Company Limited(600030) issued verification opinions.
For details, see the relevant announcement on the gem information disclosure website designated by the China Securities Regulatory Commission.
Voting results: 5 in favor, 0 against and 0 abstention. Chairman Xu Changjun, director Zheng Xinbiao and director Ni Xingjun avoided voting as related parties.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
12、 The proposal on applying for comprehensive credit line from banks was deliberated and adopted
For details, see the relevant announcement on the gem information disclosure website designated by the China Securities Regulatory Commission.
Voting results: 8 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
13、 Deliberated and passed the proposal on providing guarantee amount estimation for subsidiaries
The company plans to provide guarantees for its subsidiaries in 2022. Such guarantees are conducive to the normal development of the production and operation activities of the subsidiaries, improve the financing capacity of the subsidiaries and promote their business development, which is in line with the overall interests of the company. The objects of this guarantee are wholly-owned and holding subsidiaries. Among them, other shareholders of the company’s holding subsidiaries xindiantu Technology Co., Ltd., Langxin Data Technology Co., Ltd., Hanyun Technology Co., Ltd. and Zhongchang Technology Co., Ltd. may not provide corresponding guarantees according to their shareholding ratio, but the company has control over the above holding subsidiaries, and the guarantee risk is within the company’s control, There will be no adverse impact on the normal operation and business development of the company and its subsidiaries, and there will be no damage to the interests of the company and all shareholders. The company will strengthen fund management, monitor the capital flow and financial information of the guarantee object in real time, ensure that the company has a real-time grasp of the use of funds and guarantee risks, and ensure the safe operation of the company’s overall funds. The board of directors agreed to the expected items of the guarantee amount.
For details, see the relevant announcement on the gem information disclosure website designated by the China Securities Regulatory Commission.
Voting results: 8 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
14、 Deliberated and passed the proposal on the company’s reappointment of accounting firms in 2022
PricewaterhouseCoopers Zhongtian Certified Public Accountants (special general partnership) has the qualification of securities and futures related business audit, and has the experience and ability to provide audit services for listed companies, which can meet the requirements of the company’s financial audit. The board of directors agreed to continue to appoint PricewaterhouseCoopers Zhongtian Certified Public Accountants (special general partnership) as the company’s audit institution in 2022.
The independent directors of the company expressed their prior approval opinions and independent opinions.
For details, see the relevant announcement on the gem information disclosure website designated by the China Securities Regulatory Commission.
Voting results: 8 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
15、 The proposal on the special report and assurance report on the deposit and actual use of raised funds in 2021 was reviewed and approved
According to the special report and assurance report on the deposit and actual use of raised funds in 2021 (PWC ZTS Zi (2022) No. 2925) issued by PricewaterhouseCoopers Zhongtian Certified Public Accountants (special general partnership), there are no violations in the deposit, use, management and disclosure of raised funds.
For details, see the relevant announcement on the gem information disclosure website designated by the China Securities Regulatory Commission.
Voting results: 8 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
16、 The special review on the difference between the actual profit and profit forecast of easyten Technology Co., Ltd. in 2021 was reviewed and approved
