Securities code: Sichuan Tianwei Electronic Co.Ltd(688511) securities abbreviation: Sichuan Tianwei Electronic Co.Ltd(688511) Announcement No.: 2022004 Sichuan Tianwei Electronic Co.Ltd(688511)
Announcement of resolutions of the 12th meeting of the first board of directors
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear legal responsibility for the authenticity, accuracy and integrity of its contents according to law.
1、 Meetings of the board of directors
Sichuan Tianwei Electronic Co.Ltd(688511) (hereinafter referred to as "the company") the 12th meeting of the first board of directors was held in the conference room of the company on March 25, 2022. The notice and meeting materials of the meeting of the board of directors have been sent to all directors and supervisors of the company by email on March 14, 2022. The meeting was held by combining on-site and communication, and was presided over by Mr. juwanli, chairman of the board. There were 8 directors who should attend the meeting, 8 actually attended the meeting, and some supervisors and senior managers attended the meeting as nonvoting delegates. The convening and holding of this meeting comply with the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of association. 2、 Deliberations of the board meeting
The meeting will be voted in writing. After careful deliberation by the directors attending the meeting, the following proposals were considered and adopted at the meeting:
(I) deliberated and passed the proposal on the work report of the board of directors in 2021
In 2021, the board of directors of the company earnestly performed the duties of the board of directors, strictly implemented the resolutions of the general meeting of shareholders, continuously improved corporate governance, continuously promoted the standardized operation of the company, and fully safeguarded the legitimate rights and interests of the company and shareholders in strict accordance with the provisions of relevant laws and regulations, normative documents and company systems.
Voting results: 8 in favor, 0 against and 0 abstention.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) Disclosed the work report of the board of directors in 2021.
Independent directors have submitted a report on their work to the board of directors of the company and will report on their work at the 2021 annual general meeting of shareholders of the company. For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) disclosed by the company on the same day Report on the work of independent directors in Sichuan Tianwei Electronic Co.Ltd(688511) 2021.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(II) deliberated and passed the proposal on the work report of the general manager in 2021
Voting results: 8 in favor, 0 against and 0 abstention.
(III) deliberated and passed the proposal on the company's financial final accounts report in 2021
Voting results: 8 in favor, 0 against and 0 abstention.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) Disclosed financial final accounts report of 2021.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(IV) deliberated and passed the proposal on the evaluation report on internal control in 2021
In accordance with the relevant provisions of the basic norms of enterprise internal control and the requirements of relevant laws and regulations of listed companies, the company has prepared the Sichuan Tianwei Electronic Co.Ltd(688511) 2021 annual internal control evaluation report on the implementation of internal control in 2021.
Voting results: 8 in favor, 0 against and 0 abstention.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) 2021 annual internal control evaluation report disclosed.
The independent directors of the company have expressed independent opinions on this matter. For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) published on the same day Independent opinions of Sichuan Tianwei Electronic Co.Ltd(688511) independent directors on relevant matters of the 12th meeting of the first board of directors of the company.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(V) deliberated and passed the proposal on the company's 2021 annual report and its summary
The preparation and review procedures of the company's 2021 annual report comply with laws, regulations, the articles of association and the provisions of the company's internal management system. It fairly reflects the financial situation and operating results of the company in 2021. The information disclosed is true, accurate and complete, and there are no false records, misleading statements or major omissions.
Voting results: 8 in favor, 0 against and 0 abstention.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) Disclosed annual report 2021 and its summary.
The independent directors of the company have expressed independent opinions on this matter. For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) published on the same day Independent opinions of Sichuan Tianwei Electronic Co.Ltd(688511) independent directors on relevant matters of the 12th meeting of the first board of directors of the company.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(VI) deliberated and passed the proposal on the implementation location of some newly raised capital investment projects
Voting results: 8 in favor, 0 against and 0 abstention.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) The announcement on the implementation location of some newly raised capital investment projects disclosed.
The independent directors of the company have expressed independent opinions on this matter. For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) published on the same day Independent opinions of Sichuan Tianwei Electronic Co.Ltd(688511) independent directors on relevant matters of the 12th meeting of the first board of directors of the company.
(VII) deliberated and passed the proposal on cash management with idle raised funds
In order to improve the use efficiency of funds and make rational use of idle raised funds, Sichuan Tianwei Electronic Co.Ltd(688511) plans to use idle raised funds of no more than 350 million yuan for cash management and increase the company's income without affecting the construction of investment projects and the normal development of main business of the company.
In order to control risks, the products purchased by cash management must be investment products with high security, good liquidity and principal guaranteed agreement (including but not limited to principal guaranteed financial products, structured deposits, agreed deposits, call deposits, time deposits, large certificates of deposit, income certificates, etc.). Within the limit of no more than 350 million yuan, the funds can be used in a circular and rolling manner, and the term of a single product shall not exceed 12 months. The company plans to authorize the chairman to sign relevant contract documents within the above limit, and the specific matters shall be organized and implemented by the chief financial officer of the company. This cash management is valid for 12 months from the date of deliberation and approval by the board of directors.
Voting results: 8 in favor, 0 against and 0 abstention.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) Announcement on cash management with idle raised funds disclosed.
The independent directors of the company have expressed independent opinions on this matter. For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) published on the same day Independent opinions of Sichuan Tianwei Electronic Co.Ltd(688511) independent directors on relevant matters of the 12th meeting of the first board of directors of the company.
(VIII) deliberated and passed the proposal on using some idle self owned funds for cash management
In order to improve the use efficiency of funds and make rational use of idle funds, on the premise of not affecting the development of the company's daily business and ensuring the safety of funds, the company and its wholly-owned subsidiaries plan to use idle self owned funds of no more than RMB 300 million for cash management. Within this amount, the funds can be recycled and rolled to increase the company's income. The products purchased by cash management must be those issued by banks, securities companies and other financial institutions with high security, good liquidity, medium and low risk and stable financial institutions.
Voting results: 8 in favor, 0 against and 0 abstention.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) Announcement on using some idle self owned funds for cash management.
The independent directors of the company have expressed independent opinions on this matter. For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) published on the same day Independent opinions of Sichuan Tianwei Electronic Co.Ltd(688511) independent directors on relevant matters of the 12th meeting of the first board of directors of the company.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(IX) deliberated and passed the proposal on the company's special report on the deposit and actual use of raised funds in 2021
The deposit and use of the company's raised funds in 2021 comply with the provisions of the guidelines for the application of self regulatory rules for companies listed on the science and Innovation Board of Shanghai Stock Exchange No. 1 - standardized operation and the requirements of the company's raised funds management system. The company has made special deposit of the raised funds, and there is no case of changing the purpose of the raised funds in a disguised manner and damaging the interests of shareholders, and there is no case of illegal use of the raised funds.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) Special report on the deposit and actual use of raised funds in 2021 disclosed.
The independent directors of the company have expressed independent opinions on this matter. For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) published on the same day Independent opinions of Sichuan Tianwei Electronic Co.Ltd(688511) independent directors on relevant matters of the 12th meeting of the first board of directors of the company.
(x) proposal on the renewal of the company's accounting firm in 2022
In the process of providing financial audit services for the company in 2021, Sichuan Huaxin (Group) accounting firm (special general partnership) has followed the independent, objective and fair practice standards, and has the independence, sufficient experience and professional competence to provide audit services for listed companies. Sichuan Huaxin (Group) accounting firm (special general partnership) agrees to renew the appointment of Sichuan Huaxin (Group) accounting firm (special general partnership) as the company's audit institution in 2022.
Voting results: 8 in favor, 0 against and 0 abstention.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) The announcement on the renewal of the company's accounting firm in 2022 disclosed.
The independent directors of the company have issued prior approval opinions and independent opinions on this matter. For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Prior approval opinions of Sichuan Tianwei Electronic Co.Ltd(688511) independent directors on matters related to the 12th meeting of the first board of directors and independent opinions of Sichuan Tianwei Electronic Co.Ltd(688511) independent directors on matters related to the 12th meeting of the first board of directors.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
（11） The proposal on the 2022 annual remuneration plan of the directors of the first board of directors was deliberated and adopted. The remuneration standard of juwanli, the chairman and legal representative of the company, is RMB 1.05 million / year (including tax), and no additional director allowance will be received; Zhang Chao, the director and general manager of the company, and Chen Jian, the director and deputy general manager of the company, receive remuneration according to their positions and will not receive director's allowance separately; Yang Youxin and Ma Yi, non independent directors who do not hold other positions in the company, do not receive director allowance in the company; The independent directors of the company receive a fixed allowance in the company, with the standard of 60000 yuan / year (excluding tax).
The remuneration and allowances of the directors of the company shall be paid on a monthly basis; The expenses actually incurred by directors in attending meetings shall be reimbursed by the company. If a director of the company leaves office due to change of office, re-election, resignation during his term of office and other reasons, his salary shall be determined according to the actual term of office. The salary and appraisal committee shall organize and implement the annual performance appraisal of the appraisal objects, and supervise the implementation of the salary system. The actual payment amount will fluctuate.
All directors of this proposal avoid voting and directly submit it to the general meeting of shareholders for deliberation.
The independent directors of the company have expressed independent opinions on this matter. For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) published on the same day Independent opinions of Sichuan Tianwei Electronic Co.Ltd(688511) independent directors on relevant matters of the 12th meeting of the first board of directors of the company.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
（12） The proposal on the 2022 annual salary plan of the company's senior managers was reviewed and approved by the salary and assessment committee of the board of directors in accordance with the relevant provisions of the CSRC, the articles of association, the working rules of the salary and assessment committee and other relevant systems of the company, in combination with the actual situation of the company's business scale and with reference to the salary level of the industry and region, The company has formulated the remuneration plan for senior managers in 2022, as follows:
Name and position salary (10000 yuan)
Zhang Chao, director and general manager 43.00
Chen Jian, director and deputy general manager 42.00
LAN Xianjin, deputy general manager 33.00
Chen Congyu, deputy general manager 31.00
Wang Hancai
