Stock abbreviation: Foshan Electrical And Lighting Co.Ltd(000541) (A shares) Guangdong lighting B (B shares)
Stock Code: Foshan Electrical And Lighting Co.Ltd(000541) (A shares) 200541 (B shares)
Announcement No.: 2022022
Foshan Electrical And Lighting Co.Ltd(000541)
Announcement on the resolutions of the 29th meeting of the ninth board of directors
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
On March 19, 2022, the company sent a notice on convening the 29th meeting of the 9th board of directors to all directors by e-mail. The meeting was held on March 30, 2022 by combining on-site and communication (video). Nine directors should be present at the meeting, but there are actually nine. All supervisors of the board of supervisors and executive deputy general manager Zhang Xuequan, chief financial officer Tang Qionglan and Secretary of the board of directors Huang Zhenhuan attended the meeting. The meeting complies with the relevant provisions of the company law and the articles of association. The meeting was presided over by Chairman Wu Shenghui, and the following proposals were considered and adopted: 1. The work report of the board of directors in 2021 was considered and adopted.
9 in favor, 0 against and 0 abstention
For details, please refer to section III "discussion and analysis of business situation" and other relevant contents of the 2021 annual report (full text) published on cninfo.com on the same day.
2. Review and approve the work report of the general manager in 2021.
9 in favor, 0 against and 0 abstention
3. To consider and adopt the 2021 annual report and its summary.
9 in favor, 0 against and 0 abstention
For details, please refer to the 2021 annual report and summary published on cninfo.com on the same day. 4. Deliberated and adopted the financial final accounts report of 2021.
9 in favor, 0 against and 0 abstention
The company's 2021 financial report was audited by China Securities Tiantong Certified Public Accountants (special general partnership) and issued a standard unqualified audit report.
5. Reviewed and approved the profit distribution plan for 2021.
9 in favor, 0 against and 0 abstention
In 2021, the parent company realized a net profit of 24114868936 yuan. Since the cumulative amount of the company's legal accumulation fund has reached more than 50% of the company's registered capital, according to the articles of association, "if the cumulative amount of the company's legal accumulation fund is more than 50% of the company's registered capital, it can not be withdrawn", so the company will not withdraw the legal accumulation fund in 2021. Meanwhile, in 2021, the company sold Gotion High-Tech Co.Ltd(002074) , Xiamen Bank Co.Ltd(601187) , China Everbright Bank Company Limited Co.Ltd(601818) shares and the accumulated fair value changes included in other comprehensive income in the previous period, and transferred into the undistributed profit of 104104324912 yuan. The profit available for distribution to shareholders in 2021 was 273822900327 yuan (including the undistributed profit of the previous year of 159188473349 yuan).
The board of directors of the company plans to distribute cash dividends of RMB 1 for every 10 shares of a and B shares (including tax, and the dividend of B shares is converted into Hong Kong dollars) to all shareholders of a and B shares based on the total share capital of 1361994647 shares at the time of disclosure of the annual report of the company in 2021, deducting the remaining 13 million A-Shares of repurchased shares in the special account for repurchases of the company, i.e. 1348994647 shares, and the remaining accumulated undistributed profits are carried forward to the following years; No bonus shares will be given and no accumulation fund will be converted into share capital. During the implementation of this profit distribution plan, if the total amount of shares entitled to profit distribution of the company changes due to the issuance of new shares, equity incentive grant and other reasons, the company will adjust the total amount of dividends accordingly according to the principle of unchanged distribution proportion per share.
The cash dividends distributed to overseas B-share shareholders will be converted into Hong Kong dollars at the central rate of RMB to Hong Kong dollars published by the people's Bank of China on the first working day after the resolution of the general meeting of shareholders.
The company's profit distribution plan for 2021 complies with the company law, the articles of association and the company's shareholder return plan for the next three years (20212023).
6. Deliberated and adopted the financial budget report for 2022.
Yes, no, 9 abstentions
For details, please refer to the 2022 financial budget report published on cninfo.com on the same day.
7. Deliberated and approved the proposal of the internal control evaluation report in 2021.
9 in favor, 0 against and 0 abstention
For details, please refer to the 2021 internal control evaluation report published on cninfo.com on the same day.
8. Deliberated and adopted the 2021 annual work report of independent directors.
9 in favor, 0 against and 0 abstention
For details, please refer to the 2021 annual report of independent directors published on cninfo.com on the same day.
9. The proposal on the provision for impairment was deliberated and adopted.
9 in favor, 0 against and 0 abstention
The company's provision for asset impairment this time complies with the provisions of the accounting standards for business enterprises and relevant accounting policies of the company. The basis for the provision for asset impairment is sufficient and in line with the actual situation of the company. The provision for asset impairment this time objectively and fairly reflects the company's financial situation and operating results.
For details, please refer to the announcement on the provision for asset impairment published on cninfo.com on the same day.
10. Deliberated and passed the proposal on the change of accounting estimates of holding subsidiaries.
9 in favor, 0 against and 0 abstention
The change of accounting estimate complies with the actual operation of Nanning Liaowang, a holding subsidiary, and the provisions of relevant laws and regulations, can more objectively and fairly reflect the company's financial status and operating results, and complies with the accounting standards for business enterprises and other relevant provisions. The board of directors agrees with the change of accounting estimate. For details, please refer to the announcement on changes in accounting estimates of holding subsidiaries published on cninfo.com on the same day.
11. Proposal on applying to the bank for comprehensive credit line
9 in favor, 0 against and 0 abstention
According to the needs of the company's production, operation and development, the board of directors agreed that the company and its holding subsidiaries apply to the bank for a comprehensive credit line of no more than 5.7 billion yuan. The types of credit business include but are not limited to bank acceptance bill, letter of credit, bill discount, trade financing, working capital loan, etc., which is valid for two years from the date of deliberation and approval by the general meeting of shareholders. Within the credit term, the credit line can be recycled.
For details, please refer to the announcement on applying for comprehensive credit line from banks published on cninfo.com on the same day.
12. Deliberated and passed the proposal on Amending the articles of association.
9 in favor, 0 against and 0 abstention
13. Deliberated and passed the proposal on Amending the detailed rules for the implementation of the Audit Committee;
9 in favor, 0 against and 0 abstention
14. Deliberated and passed the proposal on the formulation of the external guarantee management system;
9 in favor, 0 against and 0 abstention
15. Deliberated and passed the proposal on the notice of convening the 2021 annual general meeting of shareholders.
9 in favor, 0 against and 0 abstention
It is decided to hold the 2021 annual general meeting of shareholders of the company at 14:30 p.m. on April 26, 2022.
The above proposals 1, 3, 4, 5, 6, 11 and 12 need to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Foshan Electrical And Lighting Co.Ltd(000541) board of directors
March 30, 2022
