Securities code: Shenzhen Success Electronics Co.Ltd(002289) securities abbreviation: Shenzhen Success Electronics Co.Ltd(002289) Announcement No.: 2022012 Shenzhen Success Electronics Co.Ltd(002289)
Announcement of resolutions of the 13th meeting of the 5th board of supervisors
The company and all members of the board of supervisors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Shenzhen Success Electronics Co.Ltd(002289) (hereinafter referred to as "the company") the notice of the 13th meeting of the 5th board of supervisors was sent to all supervisors by e-mail on March 25, 2022, and the meeting was held in the conference room of the company's headquarters by on-site communication on April 6, 2022. There were 3 supervisors who should attend the meeting and 3 supervisors actually attended the meeting, including Ms. Zhu gujia, chairman of the board of supervisors, who attended the meeting by means of communication. This meeting is presided over by Ms. Zhu gujia, chairman of the board of supervisors. The convening and convening of this meeting comply with the provisions of the company law of the people's Republic of China and the articles of association.
The following proposals were adopted by open ballot at this meeting:
1、 The meeting deliberated and adopted the work report of the board of supervisors in 2021 with 3 affirmative votes, 0 negative votes and 0 abstention votes;
For details, please refer to the company's publication on cninfo.com on April 8, 2022（ http://www.cn.info.com.cn. ） Shenzhen Success Electronics Co.Ltd(002289) 2021 annual work report of the board of supervisors.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
2、 The meeting deliberated and adopted the financial final accounts report of 2021 with 3 affirmative votes, 0 negative votes and 0 abstention;
According to the audit, the company achieved an operating income of 183859700 yuan in 2021, an increase of 31.87% over the same period of the previous year, and the amount of operating income after deduction was 166665500 yuan; The net profit attributable to shareholders of listed companies was -26.067 million yuan, an increase of 17.53% over the same period of last year; The net profit attributable to shareholders of listed companies after deducting non recurring profits and losses was -266329 million yuan, an increase of 20.26% over the same period of last year.
After review, the board of supervisors believes that the company's 2021 financial statement truly, accurately and completely reflects the company's financial situation, operating results and cash flow in 2021, and there is no false statement. This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
3、 The meeting considered and adopted the 2021 annual report and its summary with 3 affirmative votes, 0 negative votes and 0 abstention;
After examination, the board of supervisors believes that the procedures for the preparation and examination of the annual report of Shenzhen Success Electronics Co.Ltd(002289) 2021 by the board of directors comply with laws, administrative regulations and the provisions of the CSRC. The contents of the report truly, accurately and completely reflect the actual situation of the listed company, and there are no false records, misleading statements or major omissions.
See cninfo.com for the full text of Shenzhen Success Electronics Co.Ltd(002289) 2021 annual report（ http://www.cn.info.com.cn. ）。
The summary of Shenzhen Success Electronics Co.Ltd(002289) 2021 annual report (Announcement No.: 2022013) is detailed in securities times, China Securities Journal, Shanghai Securities News, securities daily and cninfo.com（ http://www.cn.info.com.cn. ）。
Lianda Certified Public Accountants (special general partnership) (hereinafter referred to as "Lianda certified public accountants") issued Shenzhen Success Electronics Co.Ltd(002289) audit report (Lianda Shen Zi [2022] No. 2101) and special audit opinions on Shenzhen Success Electronics Co.Ltd(002289) operating income deduction (Lianda Zhi Zi [2022] No. 2048), for details, please refer to cninfo.com（ http://www.cn.info.com.cn. ）。 This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
4、 The meeting deliberated and adopted the profit distribution plan for 2021 by 3 votes in favor, 0 against and 0 abstention;
Since the company's distributable profit at the end of 2021 is negative and does not meet the conditions for cash dividends in the articles of association, the company plans not to distribute profits, distribute cash dividends, give bonus shares or convert capital reserve into share capital in 2021.
For details, please refer to securities times, China Securities News, Shanghai Securities News, securities daily and cninfo.com published by the company on April 8, 2022（ http://www.cn.info.com.cn. ）Special instructions of Shenzhen Success Electronics Co.Ltd(002289) on no profit distribution in 2021 (Announcement No.: 2022014).
After review, the board of supervisors believes that the company's proposed no profit distribution in 2021 is based on the actual situation of the company, complies with the provisions and requirements of relevant laws and regulations, the articles of association and the shareholder return plan for the next three years (20212023), and does not harm the interests of the company's shareholders, especially the minority shareholders.
5、 The meeting deliberated and adopted the self-evaluation report on internal control in 2021 and the self inspection form for the implementation of internal control rules by 3 votes in favor, 0 against and 0 abstention;
After review, the board of supervisors believes that the self-evaluation report on internal control in 2021 complies with the basic norms of enterprise internal control, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board and other relevant provisions. The company has established a relatively perfect internal control system and can effectively implement it. The self evaluation report on internal control in 2021 and the self inspection form for the implementation of internal control rules truly and objectively reflect the construction and operation of the company's internal control system.
The Shenzhen Success Electronics Co.Ltd(002289) 2021 annual internal control self evaluation report and the self inspection form for the implementation of internal control rules were published on cninfo.com on April 8, 2022（ http://www.cn.info.com.cn. ）Come on.
Lianda Certified Public Accountants issued an audit report on the company's internal control in 2021, which was published on cninfo.com on April 8, 2022（ http://www.cn.info.com.cn. ） Shenzhen Success Electronics Co.Ltd(002289) internal control audit report (l.a.d.s.z. [2022] No. 2100) on. 6、 The meeting deliberated and adopted the proposal on renewing the appointment of accounting firms with 3 affirmative votes, 0 negative votes and 0 abstention votes;
After deliberation, the board of supervisors agreed to renew the appointment of Lianda certified public accountants as the company's audit institution in 2022, responsible for the audit of the company's financial report, internal control and other relevant audits.
For details, please refer to securities times, China Securities News, Shanghai Securities News, securities daily and cninfo.com published by the company on April 8, 2022（ http://www.cn.info.com.cn. ）Announcement of Shenzhen Success Electronics Co.Ltd(002289) on the proposed renewal of accounting firm (Announcement No.: 2022015).
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
7、 The meeting deliberated the proposal on confirming the remuneration of the company's directors, supervisors and senior managers in 2021 and formulating the remuneration plan in 2022 by 0 votes in favor, 0 against and 0 abstention;
This proposal involves connected transactions, and all supervisors avoid voting.
(I) the remuneration and assessment committee of the board of directors has determined that the remuneration of directors, supervisors and senior managers of the company in 2021 is as follows:
Obtained from the company during the reporting period
Name and title
Total pre tax remuneration (10000 yuan)
Zhou Lu, chairman and general manager 112.04
Director Lin Meng 0
Wu Yupu independent director 10.00
Shen Bazhong independent director 10.00
Rao Yanchao independent director 10.00
Zhu gujia, chairman of the board of supervisors 0
Wu Xiaoli supervisor 72.19
Liu Zhiran employee representative supervisor 60.86
Hu Jiucheng, deputy general manager and Secretary of the board of directors 72.90
Xu Jian, deputy general manager and chief financial officer 55.76
Yang Caiqin, deputy general manager 49.50
Wang Yungui, former director 0
Wang Liyuan, deputy general manager and chief financial officer 18.96
Note: Mr. Wang Li, deputy general manager and chief financial officer, resigned for personal reasons on April 6, 2021; Mr. Wang Yungui, the director, resigned for personal reasons on March 14, 2022.
(II) according to the remuneration management system for directors, supervisors and senior managers revised at the third extraordinary general meeting of the company in 2020, the remuneration and assessment committee of the board of directors has proposed the remuneration scheme for directors, supervisors and senior managers of the company in 2022 as follows:
1. Independent directors: the employment allowance is 100000 yuan / year, and they will not receive remuneration from the company in other forms;
2. The remuneration scheme of directors and senior managers other than independent directors shall be assessed and determined by the remuneration and assessment committee of the board of directors in accordance with the remuneration management system for directors, supervisors and senior managers of the company and in combination with the actual operation of the company in that year.
3. Supervisors: supervisors who hold other positions in the company and its subsidiaries shall receive corresponding post wages, bonuses and other remuneration according to their positions in addition to supervisor allowance; The supervisor's allowance is 60000 yuan / year.
8、 The meeting deliberated and adopted the proposal on extending the validity period of the resolution of the general meeting of shareholders on the company's issuance of shares, payment of cash to purchase assets and raising supporting funds and related party transactions by 2 votes in favor, 0 against and 0 abstention.
This proposal involves connected transactions, and Ms. Zhu gujia, the connected supervisor, avoided voting.
The company plans to purchase 100% equity of Shenzhen Qianhai Shouke Technology Holding Co., Ltd. jointly held by Arc de Triomphe Holding Co., Ltd. and Bai Yiping by issuing shares and paying cash, and raise supporting funds from the non-public offering of shares of Zhongzhi rongyun (Beijing) Enterprise Management Co., Ltd., the controlling shareholder of the company (hereinafter referred to as "this transaction"). On June 18, 2021, the company held the first extraordinary general meeting of shareholders in 2021 and deliberated and passed the proposals related to this transaction. According to the above-mentioned resolution of the general meeting of shareholders, the validity of the company's resolution on this transaction is within 12 months from the date when the proposal related to this transaction is considered and adopted by the general meeting of shareholders.
On November 3, 2021, the M & A Review Committee of listed companies of China Securities Regulatory Commission held the 28th meeting of M & a committee in 2021 to review the company's plans to issue shares, pay cash to buy assets, raise supporting funds and related party transactions. According to the review results of the meeting, the transaction was not approved. Considering that this transaction will help the company further extend the industrial chain, enhance the comprehensive competitiveness of the company, enhance the sustainable profitability of the company and meet the interests of the company and all shareholders, in accordance with the provisions of relevant laws and regulations such as the measures for the administration of major asset restructuring of listed companies and the authorization of the company's first extraordinary general meeting in 2021, The 13th meeting of the 5th board of directors held on November 4, 2021 decided to supplement, revise and improve relevant application materials and continue to promote this transaction.
In view of the work related to this transaction is still in progress, in order to ensure the smooth progress of matters related to this transaction, the company plans to extend the validity period of the resolution on the issue of shares, the payment of cash to purchase assets and the raising of supporting funds and related party transactions for 12 months from the expiration date. In addition to extending the above validity period, this issuance of shares and payment of cash to purchase assets and raise supporting funds
