Securities code: Emtek (Shenzhen) Co.Ltd(300938) securities abbreviation: Emtek (Shenzhen) Co.Ltd(300938) Announcement No.: 2022046 Emtek (Shenzhen) Co.Ltd(300938)
Announcement on the resolution of the second meeting of the Fourth 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.
1、 Meetings of the board of directors
1. Emtek (Shenzhen) Co.Ltd(300938) (hereinafter referred to as “the company”) the second meeting of the Fourth Board of directors was notified on March 20, 2022 by means of network and personal delivery, and held in the company’s conference room on March 30, 2022 by means of on-site and communication.
2. There were 9 directors who should attend the board meeting, 9 actually attended the meeting and 3 non voting supervisors.
3. The meeting was presided over by Chairman LV Jiezhong, and directors and supervisors attended as nonvoting delegates. The convening and voting procedures of the meeting shall comply with the provisions of relevant laws, regulations, rules and the articles of association. After careful consideration by all directors, the following resolutions were reached at the meeting:
2、 Audit of board meeting
(I) according to the results of the vote, the proposal on the work report of the general manager in 2021 was considered and adopted at this meeting
The board of Directors believes that the report objectively and truly reflects the overall operation of the company in 2021. The management of the company has effectively implemented the resolutions of the board of directors. The overall operation of the company is in good condition and in line with the provisions of relevant laws, administrative regulations, departmental rules and normative documents such as the company law, the securities law, the articles of association and so on. Voting results: 9 in favor, 0 against and 0 abstention;
(II) according to the results of the vote, the proposal on the work report of the board of directors in 2021 was considered and adopted at this meeting
For details, please refer to the company’s disclosure on cninfo (www.cn. Info. Com. CN.) on the same day Work report of the board of directors in 2021. Zhang Min, Chen ruohua, the current independent directors of the company, and Zou Haiyan, the former independent director, submitted the 2021 annual report of independent directors to the board of directors and will report on their work at the 2021 annual general meeting of shareholders of the company. For details of the independent director’s work report, please refer to the company’s disclosure on cninfo.com.cn on the same day Relevant announcements.
Voting results: 9 in favor, 0 against and 0 abstention;
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(III) according to the results of the vote, the meeting deliberated and adopted the proposal on the annual report for 2021 and its summary
The directors attending the meeting believed that the annual report for 2021 and the summary of the annual report for 2021 comply with the provisions of the company law, the securities law, the measures for the administration of information disclosure of listed companies and other relevant laws and regulations, and the contents of the report truly, accurately and completely reflect the financial situation and operating results of the company in 2021, without any false records, misleading statements or major omissions. For details, please refer to the company’s disclosure on cninfo (www.cn. Info. Com. CN.) on the same day Relevant announcements.
Voting results: 9 in favor, 0 against and 0 abstention;
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(IV) according to the results of the vote, the meeting deliberated and adopted the proposal on the financial final accounts report of 2021
For details, please refer to the company’s disclosure on cninfo (www.cn. Info. Com. CN.) on the same day Financial final accounts report of 2021.
Voting results: 9 in favor, 0 against and 0 abstention;
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(V) according to the results of the vote, the meeting deliberated and adopted the proposal on the plan for profit distribution and conversion of capital reserve into share capital in 2021
The company plans to distribute a cash dividend of RMB 3.00 (including tax) to all shareholders for every 10 shares based on the total share capital of 66747700 shares at the end of 2021. At the same time, the capital reserve will be converted into share capital and 7 shares will be added to all shareholders for every 10 shares. No bonus shares.
The independent directors of the company expressed their consent on this matter. The announcement on the 2021 profit distribution and capital reserve conversion plan and the independent opinions of the company’s independent directors are detailed in the company’s website cninfo (www.cn. Info. Com. CN.) on the same day Relevant announcements. The profit distribution and capital reserve conversion plan need to be submitted to the 2021 annual general meeting of the company for deliberation and approval, and the general meeting of shareholders should authorize the board of directors to handle specific matters related to the equity distribution.
Voting results: 9 in favor, 0 against and 0 abstention;
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(VI) according to the results of the unified vote, the proposal on the special report on the deposit and use of raised funds in 2021 was considered and adopted at this meeting
The directors attending the meeting considered that the company managed the special account of raised funds in strict accordance with the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM and the company’s raised funds management system, and the deposit and use of raised funds were legal and compliant; The content of the record, omission or report is considered to be false, misleading or incomplete.
For details, please refer to the company’s website (www.cn. Info. Com. CN.) on the same day Relevant announcements. Voting results: 9 in favor, 0 against and 0 abstention;
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(VII) according to the results of the vote, the meeting deliberated and adopted the proposal on the self-evaluation report on internal control in 2021
The directors attending the meeting believed that the company has established a relatively sound and perfect internal control system in accordance with the requirements of laws and regulations such as the basic norms of enterprise internal control, the guidelines for the evaluation of enterprise internal control and the guidelines for the self discipline supervision of listed companies on Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, and all systems can be effectively implemented. The internal control evaluation report of the company in 2021 truly, completely and accurately reflects the construction and operation of the company’s internal control. Independent directors gave independent opinions on the internal control self-evaluation report, and Lixin Certified Public Accountants (special general partnership) issued an assurance report. For details such as the 2021 internal control self-evaluation report, see the company’s publication on cninfo.com.cn on the same day Relevant announcements.
Voting results: 9 in favor, 0 against and 0 abstention;
(VIII) according to the results of the vote, the meeting deliberated and adopted the proposal on the renewal of the company’s audit institution in 2022
After deliberation by the directors attending the meeting, it is agreed that the company will continue to employ Lixin Certified Public Accountants (special general partnership) as the audit institution of the company’s 2022 financial report and internal control for one year.
For details, please refer to the company’s website (www.cn. Info. Com. CN.) on the same day Relevant announcements. Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(IX) according to the results of the vote, the meeting deliberated and adopted the proposal on the annual remuneration of directors and senior managers in 2021
1. With 8 affirmative votes, 0 negative votes and 0 abstention, LV Jiezhong’s annual salary in 2021 was reviewed and approved;
2. With 8 affirmative votes, 0 negative votes and 0 abstention, LV Baozhong’s annual salary in 2021 was reviewed and approved;
3. With 8 affirmative votes, 0 negative votes and 0 abstention, Wang Jianjun’s annual salary in 2021 was reviewed and approved;
4. With 8 affirmative votes, 0 negative votes and 0 abstention, Li Guoping’s annual salary in 2021 was reviewed and approved;
5. With 8 affirmative votes, 0 negative votes and 0 abstention, Li Shengsheng’s annual salary in 2021 was reviewed and approved;
6. With 8 affirmative votes, 0 negative votes and 0 abstention, the annual salary of Xiao Guozhong in 2021 was reviewed and approved;
7. With 8 affirmative votes, 0 negative votes and 0 abstention, Zhang Min’s annual salary in 2021 was reviewed and approved;
8. With 8 affirmative votes, 0 negative votes and 0 abstention, Chen ruohua’s annual salary in 2021 was reviewed and approved;
9. With 9 affirmative votes, 0 negative votes and 0 abstention, Zou HaiYan’s annual salary in 2021 was reviewed and approved;
10. With 9 affirmative votes, 0 negative votes and 0 abstention, Cai Dagui’s annual salary in 2021 was reviewed and approved; 11. With 9 affirmative votes, 0 negative votes and 0 abstention, Chang Guimei’s annual salary in 2021 was reviewed and approved; If a director’s own salary is involved, the director shall avoid voting in accordance with the provisions, and the director’s salary part of this proposal needs to be submitted to the general meeting of shareholders for deliberation.
(x) according to the results of the vote, the meeting deliberated and adopted the proposal on the change of accounting policies. The implementation of the new accounting policies this time has no significant impact on the company’s financial status and operating results, and there is no damage to the interests of the company and all shareholders.
For details, please refer to the company’s website (www.cn. Info. Com. CN.) on the same day Relevant announcements. Voting results: 9 in favor, 0 against and 0 abstention.
（11） According to the results of the unified vote, the meeting deliberated and adopted the proposal on proposing to convene the 2021 annual general meeting of shareholders
For details, please refer to the company’s website (www.cn. Info. Com. CN.) on the same day Relevant announcements. Voting results: 9 in favor, 0 against and 0 abstention.
3、 Documents for future reference
1. Resolutions of the second meeting of the Fourth Board of directors of the company;
2. Independent opinions of independent directors on matters related to the second meeting of the Fourth Board of directors;
3. Prior approval opinions of independent directors on matters related to the second meeting of the Fourth Board of directors.
It is hereby announced.
Emtek (Shenzhen) Co.Ltd(300938) board of directors March 30, 2022
