Securities code: Hangzhou Prevail Optoelectronic Equipment Co.Ltd(300710) securities abbreviation: Hangzhou Prevail Optoelectronic Equipment Co.Ltd(300710) Announcement No.: 2022017 Hangzhou Prevail Optoelectronic Equipment Co.Ltd(300710)
Announcement of resolutions of the 15th 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
Hangzhou Prevail Optoelectronic Equipment Co.Ltd(300710) (hereinafter referred to as “the company”) the 15th meeting of the 4th board of directors was held in the conference room of the company on April 6, 2022 in the form of on-site meeting and communication. The meeting notice was sent by mail or direct delivery on March 30, 2022. There were 9 directors who should attend the meeting, and 9 actually attended the meeting, accounting for 100% of the total number of directors of the company. The meeting was convened and presided over by Chairman Lei Qianguo. The convening, convening and voting procedures of this meeting comply with the company law of the people’s Republic of China and other relevant laws and regulations and the provisions of Hangzhou Prevail Optoelectronic Equipment Co.Ltd(300710) articles of association, and the resolutions formed are legal and effective.
2、 Deliberations of the board meeting
The meeting considered and adopted the following proposals:
1. The proposal on the full text and summary of the 2021 annual report was deliberated and adopted
After deliberation by the board of directors, the 2021 annual report and the 2021 annual report summary of the company were adopted. The annual report truly reflects the financial situation and operating results of the company in 2021, and there are no false records, misleading statements and major omissions. For details, please refer to cninfo.com, the gem information disclosure website designated by the CSRC（ http://www.cn.info.com.cn. ）Relevant announcements on.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting results: 9 in favor, 0 against and 0 abstention.
2. Deliberated and adopted 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 cninfo.com, the gem information disclosure website designated by the CSRC（ http://www.cn.info.com.cn. ）Relevant announcements on.
The independent directors of the company submitted the work report of independent directors in 2021 to the board of directors of the company (for details, see cninfo.com, the gem information disclosure website designated by the CSRC)（ http://www.cn.info.com.cn. ）Relevant announcements on the).
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting results: 9 in favor, 0 against and 0 abstention.
3. Deliberated and passed the proposal on the work report of the general manager in 2021
The general manager of the company made a report and summary on the work of the general manager in 2021 to the board of directors. After deliberation, the board of directors adopted the work report of the general manager in 2021.
Voting results: 9 in favor, 0 against and 0 abstention.
4. Deliberated and passed the proposal on the financial final accounts report of 2021
See cninfo.com, the gem information disclosure website designated by China Securities Regulatory Commission, for details of the 2021 annual financial statement report（ http://www.cn.info.com.cn. ）Relevant announcements on.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting results: 9 in favor, 0 against and 0 abstention.
5. Deliberated and passed the proposal on by election of independent directors of the Fourth Board of directors of the company
Recently, Mr. Zhang Yuanyuan, Mr. Fu Yutao and Mr. Liu Wei, the independent directors of the company, applied to resign as independent directors of the company for personal reasons. In order to improve the corporate governance mechanism, Mr. Dong Xiaodong, Mr. Sun Jian and Ms. Zhang Jingyi were nominated by the company’s shareholder Hainan li’anmin investment partnership (limited partnership) and reviewed by the nomination committee of the Fourth Board of directors as independent director candidates in the by election of the Fourth Board of directors. The term of office starts from the date of deliberation and approval by the general meeting of shareholders to the expiration of the term of office of the current board of directors.
This proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
Voting results: 9 in favor, 0 against and 0 abstention.
Recently, Ms. Xu Fengxian and Mr. Ye Quan, non independent directors of the company, applied for resignation from the post of non independent director of the company for personal reasons. In order to improve the corporate governance mechanism, Mr. Fu Xiaotong and Mr. Lei pengguo were nominated by the shareholders of the company, Mr. Fu Xiaotong and Hangzhou Qianquan technology partnership (limited partnership), and reviewed by the nomination committee of the Fourth Board of directors. The term of office of Mr. Fu Xiaotong and Mr. Lei pengguo was from the date of deliberation and approval by the general meeting of shareholders to the expiration of the term of office of the current board of directors.
If Mr. Fu Xiaotong and Mr. Lei pengguo serve as directors of the company, the total number of directors who concurrently serve as senior managers of the company and staff representatives in the board of directors of the company does not exceed half of the total number of directors of the company.
This proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
Voting results: 9 in favor, 0 against and 0 abstention.
7. Deliberated and passed the proposal on the appointment of deputy general manager of the company
In order to improve the corporate governance mechanism, upon the nomination of the general manager and the review of the nomination committee of the fourth session of the board of directors, the board of directors plans to appoint Mr. Jingdong and Mr. Wang Cheng as deputy general managers. The term of office starts from the date of deliberation and approval of the current board of directors to the expiration of the term of office of the current board of directors.
Voting results: 9 in favor, 0 against and 0 abstention.
8. Deliberated and passed the proposal on the report on the use of the company’s previously raised funds
In accordance with the provisions on the report on the use of the previously raised funds (Zheng Jian FA FA Zi [2007] No. 500) and other relevant provisions of the CSRC, the company has prepared the report on the use of Hangzhou Prevail Optoelectronic Equipment Co.Ltd(300710) previously raised funds according to the use of the previously raised funds as of December 31, 2021, Zhitong Certified Public Accountants (special general partnership) issued the verification report on the use of the previously raised funds (Zhitong zhuanzi (2022) No. 332a005268).
This proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
Voting results: 9 in favor, 0 against and 0 abstention.
9. Deliberated and passed the proposal on the profit distribution plan for 2021
According to the audit of Zhitong Certified Public Accountants (special general partnership), the company’s net profit attributable to the owner of the parent company in 2021 was 313823 million yuan, the accumulated undistributed profit at the end of the year was 2413337 million yuan, the net profit of the parent company in 2021 was 202307 million yuan, and the accumulated undistributed profit of the parent company by the end of 2021 was 2223445 million yuan.
The company plans not to distribute cash dividends or bonus shares. Based on the total number of 68614000 shares as of April 6, 2022, the company will increase 4.5 shares per 10 shares of capital reserve to all shareholders, with a total of 30876300 shares (Note: the final amount of increase will be subject to the actual increase result of China Securities Depository and Clearing Co., Ltd.). After the increase, the total share capital of the company will increase to 99490300 shares.
For details, please refer to cninfo.com, the gem information disclosure website designated by the CSRC（ http://www.cn.info.com.cn. ）Relevant announcements on.
The independent directors of the company have expressed independent opinions on this proposal.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting results: 9 in favor, 0 against and 0 abstention. Voting results: 9 in favor, 0 against and 0 abstention.
10. Deliberated and passed the proposal on the company and its subsidiaries to continue to carry out foreign exchange derivatives trading
The specific contents of the proposal on the company and its subsidiaries to continue to carry out foreign exchange derivatives trading are detailed in cninfo.com, the gem information disclosure website designated by the CSRC（ http://www.cn.info.com.cn. ）Relevant announcements on.
The independent directors of the company expressed their independent opinions on this matter.
Voting results: 9 in favor, 0 against and 0 abstention.
11. The proposal on renewing the appointment of Grant Thornton Certified Public Accountants (special general partnership) as the company’s audit institution in 2022 was deliberated and adopted
In order to promote the standardization of the company’s financial audit and maintain the independence and objectivity of the audit work, according to the proposal of the audit committee of the company’s board of directors and in combination with the opinions of the company’s independent directors, the company decided to renew the appointment of Zhitong Certified Public Accountants (special general partnership) as the company’s 2022 audit institution to be responsible for the company’s 2022 audit work.
The independent directors of the company have expressed independent opinions on this proposal and believe that Zhitong Certified Public Accountants (special general partnership) has the qualification to carry out securities and futures related businesses, has rich audit experience and professional quality, and can meet the requirements of the company’s financial and internal control audit. The decision-making procedure of this appointment of accounting firm complies with the provisions of laws and regulations and the interests of all shareholders. There is no damage to the interests of the company, other shareholders and the majority of minority shareholders. The independent directors of the company agreed to the proposal on renewing the appointment of Zhitong Certified Public Accountants (special general partnership) as the company’s audit institution in 2022, and agreed to submit it to the 2021 annual general meeting for deliberation and implementation.
The specific opinions of the board of supervisors and independent directors on this proposal are detailed in cninfo.com, the gem information disclosure website designated by the CSRC（ http://www.cn.info.com.cn. ）Relevant announcements on.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting results: 9 in favor, 0 against and 0 abstention.
12. Deliberated and passed the proposal on the evaluation report on internal control in 2021
After careful review by the board of directors, it is considered that the company has established a scientific and effective corporate governance structure and a relatively perfect internal control system, which can be effectively implemented and the internal control is effective. The report truthfully, accurately and completely reflects the actual situation of the company, and there is no false record, misleading statement or major omission. The board of supervisors of the company expressed opinions on the self-evaluation report of internal control. For details, please refer to cninfo.com, the gem information disclosure website designated by the CSRC（ http://www.cn.info.com.cn. ）Relevant announcements on. The independent directors of the company expressed their independent opinions on this matter.
Voting results: 9 in favor, 0 against and 0 abstention.
13. The proposal on special instructions for occupation of non operating funds and other capital transactions was deliberated and adopted
The specific contents of the proposal on the special instructions on the occupation of non operating funds and other capital transactions are detailed in cninfo.com, the gem information disclosure website designated by the CSRC（ http://www.cn.info.com.cn. ）Relevant announcements on.
The independent directors of the company expressed their independent opinions on this matter.
Voting results: 9 in favor, 0 against and 0 abstention.
14. Deliberated and passed the proposal on adjusting the allowance of independent directors
The specific contents of the proposal on adjusting the allowance of independent directors are detailed in cninfo.com, the gem information disclosure website designated by the CSRC（ http://www.cn.info.com.cn. ）Relevant announcements on.
This proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
Voting results: 9 in favor, 0 against and 0 abstention.
15. Deliberated and passed the proposal on Amending the articles of Association
The board of directors shall further amend the articles of association of listed companies and the relevant regulations of 2022 in accordance with the current laws and regulations of the board of directors to further improve the management level of listed companies.
For details, please refer to cninfo.com, the gem information disclosure website designated by the CSRC（ http://www.cn.info.com.cn. ）Relevant announcements on.
This proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
Voting results: 9 in favor, 0 against and 0 abstention.
16. The proposal on convening the 2021 annual general meeting of shareholders of the company was deliberated and adopted
The board of directors decided to hold the 2021 annual general meeting of shareholders of the company on May 27, 2022 by combining on-site voting and online voting. For details, see cninfo.com, the gem information disclosure website designated by the CSRC（ http://www.cn.info.com.cn. ）Relevant announcements on.
Voting results: 9 in favor, 0 against and 0 abstention.
17. The proposal on proposing to convene the company’s first extraordinary general meeting in 2022 was deliberated and adopted. The board of directors decided to convene the company’s first extraordinary general meeting in 2022 on April 22, 2022 by combining on-site voting and online voting. For details, please refer to cninfo.com, the gem information disclosure website designated by the CSRC（ http://www.cn.info.com.cn. ）Relevant announcements on.
Voting results: 9 in favor, 0 against and 0 abstention.
3、 Documents for future reference
1. Resolutions of the 15th meeting of the 4th board of directors of the company;
2. Independent opinions of independent directors on relevant matters considered at the 15th meeting of the Fourth Board of directors; 3. Other documents required by Shenzhen Stock Exchange. It is hereby announced.
