Securities code: Shenzhen Minkave Technology Co.Ltd(300506) securities abbreviation: Shenzhen Minkave Technology Co.Ltd(300506) Announcement No.: 2022025 Shenzhen Minkave Technology Co.Ltd(300506)
Announcement of resolutions of the 13th meeting of the 4th 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
Shenzhen Minkave Technology Co.Ltd(300506) (hereinafter referred to as “the company”) the notice of the 13th meeting of the 4th board of directors was sent to all directors by mail and other means of communication on March 21, 2022. The meeting was held on Friday, April 1, 2022 in the conference room on the 18th floor, block a, building 10, Shenzhen Bay science and technology ecological park, No. 10, Gaoxin South ninth Road, Nanshan District, Shenzhen. There were 9 directors who should attend the meeting, and 9 directors actually attended the meeting, including directors Li Taiquan, Zhang Jingshi, Zhu yepeng, independent directors Zhou and Jiang Yanbo.
The meeting was presided over by chairman Cheng Zongyu, and supervisors and senior managers attended the meeting as nonvoting delegates. The convening, convening and voting procedures of the meeting comply with the provisions of the company law and other laws and regulations and the articles of association.
2、 Deliberations of the board meeting
(I) deliberated and passed the proposal on the president’s work report in 2021
The directors attending the meeting carefully reviewed the 2021 president’s work report and listened to the actual development of the company’s production and operation activities, the company’s future business plan and target outlook in 2021 reported by the company’s management representatives.
Voting results: 9 in favor, 0 against and 0 abstention.
(II) deliberated and passed the proposal on the work report of the board of directors in 2021
For details of the work report of the board of directors in 2021, please refer to the company’s publication on cninfo.com.cn on the same day “Section III Management Discussion and analysis” of the full text of the 2021 annual report.
The independent directors of the company, Zhou Zhou, Zhang Bo, Jiang Yanbo and Duanmu Zirong and Ren Jie, the former independent directors, reported their duties to the directors respectively.
For details, please refer to the company’s disclosure on cninfo (www.cn. Info. Com. CN.) on the same day Report on the work of independent directors in 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.
(III) deliberated and passed the proposal on the financial final accounts report of 2021
At the end of 2021, the total assets of the company were 22633775 million yuan, down from 30561732 million yuan in the previous year
25.94%，； The total liabilities of the company were 1210752 million yuan, up 159606% from the previous year 100000 yuan, down 24.14%; The total amount of shareholders’ equity was 1052625500 yuan, down 27.91% from 1460112200 yuan in the previous year.
In 2021, the company realized an operating revenue of 554353700 yuan, an increase of 8.09% over the previous year; The total profit was -516883700 yuan, a decrease of 34.07% over the previous year; The net profit was -530906000 yuan, a decrease of 57.50% over the previous year.
In 2021, the net increase in cash and cash equivalents of the company was -13842600 yuan, an increase of 159615800 yuan or 53.56% over the same period of the previous year.
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.
The 2021 financial statements of the company have been audited by Rongcheng Certified Public Accountants (special general partnership) and issued a standard unqualified audit report.
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) deliberated and passed the proposal on the full text and summary of the annual report for 2021
The board of Directors believes that the preparation procedures of the full text and abstract of the company’s 2021 annual report comply with laws, regulations and relevant provisions of the CSRC. The contents of the report truly, accurately and completely reflect the company’s operation in 2021, and there are no 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 The full text and summary of the 2021 annual report.
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) deliberated and passed the proposal on profit distribution plan for 2021
In view of the company’s losses in 2021, according to the company’s strategic development plan and comprehensively considering the current macroeconomic environment, the company’s operation status, capital status and other factors, in order to ensure the continuous and stable operation of the company’s production and operation and the development of its main business, the company plans to allocate profits in 2021 as follows: no cash dividends, no bonus shares, and no conversion of provident fund into share capital.
For details, please refer to the company’s disclosure on cninfo (www.cn. Info. Com. CN.) on the same day Special explanation announcement on no profit distribution in 2021.
Voting results: 9 in favor, 0 against and 0 abstention.
The independent directors of the company have expressed their independent opinions on this matter. See http://www.cn.info.com.cn for details Independent opinions of independent directors on matters related to the 13th meeting of the Fourth Board of directors.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(VI) deliberated and passed the proposal on the special report on the deposit and use of raised funds in 2021
The board of Directors believes that the special report on the deposit and use of raised funds in 2021 truly, objectively and accurately reflects the actual situation of the deposit and use of raised funds in 2021. The deposit and use of the company’s raised funds in 2021 comply with the relevant laws and regulations of China Securities Regulatory Commission and Shenzhen Stock Exchange on the deposit and use of raised funds of listed companies and the provisions of the company’s raised funds management system, and there is no illegal deposit and use of raised funds.
For details, please refer to the company’s disclosure on cninfo (www.cn. Info. Com. CN.) on the same day Special report on the deposit and use of raised funds in 2021.
Voting results: 9 in favor, 0 against and 0 abstention.
The independent directors of the company expressed their independent opinions on the matter, and the recommendation institution and the audit institution issued verification opinions and assurance opinions respectively. For details, see http://www.cn.info.com.cn.
(VII) deliberated and passed the proposal on the evaluation report on internal control in 2021
The board of Directors believes that the company has maintained effective internal control over financial reporting in all major aspects in accordance with the requirements of the enterprise’s internal control standard system and relevant regulations.
For details, please refer to the company’s disclosure on cninfo (www.cn. Info. Com. CN.) on the same day Internal control evaluation report in 2021.
Voting results: 9 in favor, 0 against and 0 abstention.
The independent directors of the company expressed their independent opinions on the matter, and the recommendation institution and the audit institution issued verification opinions and assurance opinions respectively. For details, see http://www.cn.info.com.cn. (VIII) deliberated and passed the proposal on the achievement of performance commitments of Zhejiang Yongqi Lighting Engineering Co., Ltd. in 2021
The audited net profit of Yongqi lighting in 2021 was 5.7701 million yuan, and the net profit after deducting non recurring profits and losses was 4.8832 million yuan respectively. At the end of 2021, the proportion of accounts receivable in the main revenue of the current period was 109.31%, which did not meet the release conditions of the performance gambling deposit of the first period.
Combined with the current industry situation and the prediction of the sustainable profitability of Yongqi lighting based on historical data, the company reasonably expects that Yongqi lighting will not be able to achieve the performance promised by the company during the future gambling period. The company believes that all the remaining equity transfer funds receivable will be unrecoverable, so they will be included in the current profit and loss as losses during the reporting period, affecting the current profit and loss of the company -1365999 million yuan.
For details, please refer to the company’s disclosure on cninfo (www.cn. Info. Com. CN.) on the same day Announcement on the achievement of performance commitments of Zhejiang Yongqi Lighting Engineering Co., Ltd. in 2021.
Voting results: 9 in favor, 0 against and 0 abstention.
(IX) the proposal on the company’s unrecovered losses reaching one third of the total paid in share capital was deliberated and passed. According to the audit report No. [2022] [518z0089] issued by Rongcheng Certified Public Accountants (special general partnership), as of December 31, 2021, the company’s audited consolidated financial statements had undistributed profits of -44018370164 yuan and the company’s unrecovered losses of 44018370164 yuan, The paid in share capital of the company is 695596569 yuan, and the amount of outstanding losses exceeds one third of the total paid in share capital.
For details, please refer to the company’s disclosure on cninfo (www.cn. Info. Com. CN.) on the same day Announcement on the company’s outstanding losses reaching one third of the total paid in share capital.
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.
(x) deliberated and passed the proposal on increasing business scope and amending the articles of association
Based on the market demand and the company’s business needs, in order to implement the company’s development strategy, develop new business and cultivate new profit growth points, the company plans to develop photovoltaic power generation business, so the company’s business scope is increased and the articles of association is amended.
For details, please refer to the company’s disclosure on cninfo (www.cn. Info. Com. CN.) on the same day Announcement on increasing business scope and amending the articles of association.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders for deliberation and approval by more than two-thirds of the valid voting shares held by the shareholders attending the meeting.
（11） The proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to microfinance was deliberated and adopted
The board of directors of the company requests the general meeting of shareholders to authorize the board of directors to decide to issue shares with a total financing amount of no more than RMB 300 million and no more than 20% of the net assets at the end of the most recent year. The authorization period is from the date of adoption of the annual general meeting of shareholders in 2021 to the date of convening the annual general meeting of shareholders in 2022.
For details, please refer to the company’s disclosure on cninfo (www.cn. Info. Com. CN.) on the same day Announcement on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to microfinance.
Voting results: 9 in favor, 0 against and 0 abstention.
Independent directors have expressed their independent opinions on this proposal. For details, please refer to the company’s disclosure on cninfo.com.cn on the same day Independent opinions of independent directors on matters related to the 13th meeting of the Fourth Board of directors.
This proposal needs to be submitted to the general meeting of shareholders for deliberation and approval by more than two-thirds of the valid voting shares held by the shareholders attending the meeting.
（12） Deliberated and adopted the proposal on convening the 2021 annual general meeting of shareholders
As some of the proposals of the board of directors still need to be deliberated and approved by the general meeting of shareholders of the company, the board of directors plans to hold the 2021 annual general meeting of shareholders of the company at 15:00 on Monday, April 25, 2022.
For details, please refer to the company’s disclosure on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Notice on convening the 2021 annual general meeting of shareholders.
Voting results: 9 in favor, 0 against and 0 abstention.
3、 Documents for future reference
1. Resolution of the 13th meeting of the 4th board of directors; 2. Independent opinions of independent directors on matters related to the 13th meeting of the Fourth Board of directors. It is hereby announced.
Shenzhen Minkave Technology Co.Ltd(300506) board of directors
April 2, 2022
