Securities code: Guangdong Fuxin Technology Co.Ltd(688662) securities abbreviation: Guangdong Fuxin Technology Co.Ltd(688662) Announcement No.: 2022005 Guangdong Fuxin Technology Co.Ltd(688662)
Announcement on the resolution of the second meeting of the Fourth 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 completeness of its contents.
1、 Meetings of the board of directors
Guangdong Fuxin Technology Co.Ltd(688662) (hereinafter referred to as “the company”) the second meeting of the Fourth Board of directors was held on March 25, 2022 in conference room 1, fifth floor, office building of the company. The notice of this meeting and relevant materials have been sent to all directors in writing on March 15, 2022.
The meeting was convened and presided over by Liu Fulin, chairman of the company. There were 9 directors who should attend and 9 directors actually attended. The meeting adopts the voting method combining on-site and communication. The convening, convening and voting procedures of the meeting comply with the provisions of the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and the Guangdong Fuxin Technology Co.Ltd(688662) articles of Association (hereinafter referred to as the “articles of association”), and the resolutions formed at the meeting are legal and effective.
2、 Deliberations of the board meeting
(I) deliberated and passed the proposal on the work report of the general manager in 2021
1. Main contents: after deliberation, the 2021 annual general manager’s work report formed by the company’s general manager’s summary of the work in 2021 complies with the provisions of the company law and other laws and regulations, the articles of association, the work rules of the company’s general manager, etc. Therefore, the board of directors of the company agreed to the contents of the proposal on the work report of the general manager in 2021.
2. Voting results: 9 in favor, 0 against and 0 abstention. The proposal was adopted after deliberation.
(II) deliberated and passed the proposal on the work report of the board of directors in 2021
1. Main contents: after deliberation, the work report of the board of directors in 2021 formed by the board of directors summarizing the work in 2021 complies with the provisions of the company law and other laws and regulations, the articles of association, the rules of procedure of the board of directors, etc. Therefore, the board of directors of the company agreed to the contents of the proposal on the work report of the board of directors in 2021.
2. Voting results: 9 in favor, 0 against and 0 abstention. The proposal was adopted after deliberation.
3. This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
(III) deliberated and passed the proposal on the financial final accounts report of 2021
1. Main contents: after deliberation, the company’s 2021 annual financial statement formed by summarizing the financial work in 2021 complies with the provisions of the company law and other laws and regulations as well as the articles of association. Therefore, the board of directors of the company agreed to the contents of the proposal on the financial statement report of 2021.
2. Voting results: 9 in favor, 0 against and 0 abstention. The proposal was adopted after deliberation.
3. This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
(IV) deliberated and passed the proposal on financial budget report for 2022
1. Main contents: after deliberation, the company has prepared the financial budget report for 2022 in combination with the financial realization of 2021 and the business plan of 2022, which is in line with the company law and other laws and regulations as well as the articles of association. Therefore, the board of directors of the company agreed to the contents of the proposal on the financial budget report for 2022.
2. Voting results: 9 in favor, 0 against and 0 abstention. The proposal was adopted after deliberation.
3. This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
(V) deliberated and passed the proposal on the company’s annual report for 2021 and its summary
1. Main contents: after deliberation, the summary of 2021 annual report and 2021 annual report prepared by the company completely, clearly and objectively reflect the real situation of the company’s operation and finance, It meets the requirements of relevant provisions such as the standards for the content and format of information disclosure by companies offering securities to the public No. 2 – the content and format of annual reports, the rules for the preparation and reporting of information disclosure by companies issuing securities No. 15 – General Provisions on financial reports, the administrative measures for information disclosure by listed companies, and the Listing Rules of science and Innovation Board of Shanghai Stock Exchange. Therefore, the board of directors of the company agreed to the contents of the proposal on the company’s annual report in 2021 and its summary.
2. Voting results: 9 in favor, 0 against and 0 abstention. The proposal was adopted after deliberation.
3. For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) Disclosed summary of Guangdong Fuxin Technology Co.Ltd(688662) 2021 annual report and Guangdong Fuxin Technology Co.Ltd(688662) 2021 annual report.
4. This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
(VI) deliberation and approval of the proposal on the profit distribution plan for 2021
1. Main contents: in accordance with the company law and other laws and regulations, the articles of association and other provisions, the company’s current overall operation and future strategic development vision, and comprehensively considering the company’s profitability and financial status, the profit distribution plan for 2021 proposed by the board of directors is as follows: Based on the company’s total share capital of 88240000 shares as of March 25, 2022, The company will distribute cash dividends of RMB 4.00 (including tax) to all shareholders for every 10 shares, with a total cash dividend of RMB 35.296 million (including tax). There will be no conversion of capital reserve into share capital or share distribution. The profit distribution is a positive measure to repay all investors and share the operating results of the company’s development with all shareholders. Therefore, the board of directors of the company agreed to the contents of the proposal on profit distribution plan for 2021.
2. Voting results: 9 in favor, 0 against and 0 abstention. The proposal was adopted after deliberation.
3. For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) Announcement on the profit distribution plan for 2021 (Announcement No.: 2022007).
4. Independent directors have expressed their independent opinions on this proposal.
5. This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
(VII) deliberated and passed the proposal on the renewal of the company’s 2022 financial audit institution and internal control audit institution
1. Main contents: after deliberation, Zhongshen Zhonghuan Certified Public Accountants (special general partnership) (hereinafter referred to as “Zhongshen Zhonghuan”) is a highly specialized accounting firm, which can better perform the responsibilities and obligations stipulated by both parties in accordance with the independent, objective and fair practice standards. Zhongshen Zhonghuan is the financial audit institution hired by the company in 2021, and is familiar with the company.
In order to ensure the continuity of the company’s financial audit, the company plans to continue to employ zhongshenzhonghuan as the company’s financial audit institution and internal control audit institution in 2022. Therefore, the board of directors of the company agreed to the contents of the proposal on the renewal of the company’s 2022 financial audit institution and internal control audit institution.
2. Voting results: 9 in favor, 0 against and 0 abstention. The proposal was adopted after deliberation.
3. For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) Announcement on the renewal of the company’s financial audit institution and internal control audit institution in 2022 (Announcement No.: 2022008).
4. Independent directors have expressed their prior approval opinions and independent opinions on this proposal.
5. This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
(VIII) deliberated and passed the proposal on Directors’ remuneration of the company in 2022
1. Main contents: after deliberation, the directors’ remuneration plan for 2022 proposed by the company complies with the relevant provisions of the company law, the articles of association, the actual situation of the company’s business scale and the industry’s remuneration level. Therefore, the board of directors of the company agreed to the contents of the proposal on the remuneration of directors of the company in 2022. 2. Voting results: 9 in favor, 0 against and 0 abstention. The proposal was adopted after deliberation.
3. Independent directors have expressed their independent opinions on this proposal.
4. This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
(IX) deliberated and passed the proposal on the remuneration of senior managers of the company in 2022
1. Main contents: after deliberation, the remuneration plan for senior managers in 2022 proposed by the company complies with the relevant provisions of the company law, the articles of association, the actual situation of the company’s business scale and the industry’s remuneration level. Therefore, the board of directors of the company agreed to the contents of the proposal on the remuneration of senior managers of the company in 2022.
2. Voting results: 9 in favor, 0 against and 0 abstention. The proposal was adopted after deliberation.
3. Independent directors have expressed their independent opinions on this proposal.
(x) deliberated and passed the proposal on the special report on the deposit and actual use of the company’s raised funds in 2021
1. Main contents: after deliberation, the special report on the deposit and actual use of raised funds in 2021 prepared by the company meets the relevant requirements of the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies, the guidelines for the application of self regulatory rules of companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation, and the measures for the management of raised funds of companies. Therefore, the board of directors of the company agreed to the contents of the proposal on the special report on the deposit and actual use of the company’s raised funds in 2021.
2. Voting results: 9 in favor, 0 against and 0 abstention. The proposal was adopted after deliberation.
3. 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 (Announcement No.: 2022009).
4. Independent directors have expressed their independent opinions on this proposal.
5. The recommendation institution has issued an agreed verification opinion.
（11） Deliberated and adopted the proposal on the 2021 annual performance report of the audit committee
1. Main contents: after deliberation, the audit committee of the board of directors of the company summarized the work in 2021 and formed the report on the performance of Guangdong Fuxin Technology Co.Ltd(688662) audit committee in 2021, It complies with relevant provisions such as the standards for the governance of listed companies, the Listing Rules of the science and Innovation Board of Shanghai Stock Exchange, the self regulatory guidelines of the science and innovation board listed companies of Shanghai Stock Exchange No. 1 – standardized operation, the articles of association, the detailed rules for the work of the audit committee of the board of directors and so on. Therefore, the board of directors of the company agreed to the contents of the proposal on the 2021 performance report of the audit committee.
2. Voting results: 9 in favor, 0 against and 0 abstention. The proposal was adopted after deliberation.
（12） Deliberated and passed the proposal on the report on the work report of independent directors in 2021
1. Main contents: after deliberation, the independent directors of the company summarized the work in 2021 and formed the report on the work of independent directors in 2021, which is in line with the relevant provisions of the company law, the securities law, the rules for independent directors of listed companies, the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange, the articles of association, the working system of independent directors of the company and so on. Therefore, the board of directors of the company agreed to the contents of the proposal on the report on the work of independent directors in 2021.
2. Voting results: 9 in favor, 0 against and 0 abstention. The proposal was adopted after deliberation.
3. This proposal shall be reported to the general meeting of shareholders.
（13） Deliberated and passed the proposal on daily connected transactions expected in 2022
1. Main contents: after deliberation, according to the provisions of the company law and other laws and regulations, the articles of association and the measures for the administration of connected transactions of the company, the company expects that the total amount of transactions related to daily operation between the company and its holding company and other connected parties in 2022 will not exceed 7.4 million yuan. The daily related party transactions are based on the normal production and operation needs between the company and related parties, which is necessary for the company to further consolidate the market, improve the operating capacity and promote the growth of the company’s benefits. Therefore, the board of directors of the company agreed to the contents of the proposal on daily connected transactions expected in 2022.
2. Voting results: 8 in favor, 0 against and 0 abstention. Withdrawal form of affiliated director Lin Dongping
The motion was passed after deliberation.
3. For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) Announcement on daily related party transactions in 2022 (Announcement No.: 2022010).
4. Independent directors have expressed their prior approval opinions and independent opinions on this proposal.
5. The recommendation institution has issued an agreed verification opinion.
（14） The proposal on carrying out forward foreign exchange settlement and sales business in 2022 was deliberated and adopted
1. Main contents: after deliberation, in order to deal with the risk of foreign exchange fluctuation, the company, in combination with the export budget of 2022, expects that the cumulative amount of foreign exchange forward settlement and sales business carried out by the company in 2022 will not exceed the equivalent of US $50 million (the funds within the limit can be used on a rolling basis), which is in line with the relevant provisions of the company’s charter, the rules of procedure of the company’s board of directors and the detailed rules for the management of the company’s financial derivatives (forward settlement and sales of foreign exchange). Therefore, the board of directors of the company agreed to the contents of the proposal on carrying out forward foreign exchange settlement and sales business in 2022. 2. Voting results: 9 in favor, 0 against and 0 abstention. The proposal was adopted after deliberation.
3. See details for details
