Securities code: Shenzhen Success Electronics Co.Ltd(002289) securities abbreviation: Shenzhen Success Electronics Co.Ltd(002289) Announcement No.: 2022011 Shenzhen Success Electronics Co.Ltd(002289)
Announcement of resolutions of the 15th meeting of the 5th 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.
Shenzhen Success Electronics Co.Ltd(002289) (hereinafter referred to as "the company") the notice of the 15th meeting of the 5th board of directors was sent to all directors by e-mail on March 25, 2022, and the meeting was held by communication in the conference room of the company's headquarters on April 6, 2022. There were 5 directors who should attend the meeting and 4 directors who actually attended the meeting. Mr. Lin Meng, the director, did not attend the meeting due to illness. The meeting was presided over by Ms. Zhou Lu, chairman of the board of directors, and the supervisors and senior managers of the company attended the meeting as nonvoting delegates. 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.
According to the requirements of article 0029 of the company law, Mr. Lin meng1's annual directors' report and senior management's report on the year of 2021 are misleading, but Mr. Lin meng1's written statements and senior management's opinions on the year of 2021 are not accurate; Mr. Lin Meng has no objection to the contents of the company's 2021 annual report.
The following proposals were adopted by open ballot at this meeting:
1、 The meeting deliberated and adopted the 2021 general manager's work report with 4 affirmative votes, 0 negative votes and 0 abstention votes;
2、 The meeting deliberated and adopted the work report of the board of directors in 2021 with 4 affirmative votes, 0 negative votes and 0 abstention votes;
For details of the work report of the board of directors in 2021, the company published it on cninfo.com on April 8, 2022（ http://www.cn.info.com.cn. ）In the full text of Shenzhen Success Electronics Co.Ltd(002289) 2021 annual report on, the "section III Management Discussion and analysis" and Section IV "corporate governance" carefully combed, studied and analyzed the company's main business, assets and liabilities, investment status, prospects for future development, meetings of the board of directors and special committees.
Mr. Wu Yupu, Mr. Shen Bazhong and Ms. Rao Yanchao, the independent directors of the company, submitted the report on the work of independent directors in 2021 to the board of directors of the company and will report on their work at the 2021 annual general meeting of shareholders of the company. independent director
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
3、 The meeting deliberated and adopted the financial final accounts report of 2021 by 4 votes in favor, 0 against 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.
The independent directors have expressed their independent opinions on this proposal. For details, please refer to the company's publication on cninfo.com on April 8, 2022（ http://www.cn.info.com.cn. ）Independent opinions of Shenzhen Success Electronics Co.Ltd(002289) independent directors on matters related to the 15th meeting of the 5th board of directors.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
4、 The meeting considered and adopted the 2021 annual report and its summary with 4 affirmative votes, 0 negative votes and 0 abstention;
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.
5、 The meeting deliberated and adopted the profit distribution plan for 2021 by 4 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).
The independent directors have expressed their independent opinions on this proposal. For details, please refer to the company's publication on cninfo.com on April 8, 2022（ http://www.cn.info.com.cn. ）Independent opinions of Shenzhen Success Electronics Co.Ltd(002289) independent directors on matters related to the 15th meeting of the 5th board of directors.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
6、 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 4 votes in favor, 0 against and 0 abstention;
For details, please refer to the company's publication on cninfo.com on April 8, 2022（ http://www.cn.info.com.cn. ）Self evaluation report on internal control in Shenzhen Success Electronics Co.Ltd(002289) 2021 and self inspection form on the implementation of internal control rules.
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. The independent directors have expressed their independent opinions on this proposal. For details, please refer to the company's publication on cninfo.com on April 8, 2022（ http://www.cn.info.com.cn. ）Independent opinions of Shenzhen Success Electronics Co.Ltd(002289) independent directors on matters related to the 15th meeting of the 5th board of directors.
7、 The meeting deliberated and adopted the proposal on renewing the appointment of accounting firms with 4 affirmative votes, 0 negative votes and 0 abstention votes;
After deliberation, the board of directors agreed to renew the appointment of Lianda certified public accountants as the company's audit institution in 2022, responsible for the company's financial report audit, internal control audit and other relevant audit work, and requested the general meeting of shareholders to authorize the company's board of directors and management to determine the audit fee in 2022 according to the audit workload in 2022 and the principle of fair and reasonable pricing.
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).
The independent directors have issued their prior approval opinions and agreed independent opinions on this proposal. For details, please refer to the company's publication on cninfo.com on April 8, 2022（ http://www.cn.info.com.cn. ）Prior approval opinions of Shenzhen Success Electronics Co.Ltd(002289) independent directors on matters related to the 15th meeting of the 5th board of directors and independent opinions of Shenzhen Success Electronics Co.Ltd(002289) independent directors on matters related to the 15th meeting of the 5th board of directors.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
8、 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;
The proposal involves related party transactions, and the directors 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:
Name and position obtained from the company during the reporting period
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.
The independent directors have expressed their prior approval opinions and independent opinions on this proposal. For details, please refer to the company's publication on cninfo.com on April 8, 2022（ http://www.cn.info.com.cn. ）Prior approval opinions of Shenzhen Success Electronics Co.Ltd(002289) independent directors on matters related to the 15th meeting of the 5th board of directors and independent opinions of Shenzhen Success Electronics Co.Ltd(002289) independent directors on matters related to the 15th meeting of the 5th board of directors.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
9、 The meeting deliberated and adopted the proposal on by election of directors with 4 affirmative votes, 0 negative votes and 0 abstention votes;
Whereas Mr. Wang Yungui has resigned
