Securities code: Lingyi Itech (Guangdong) Company(002600) securities abbreviation: Lingyi Itech (Guangdong) Company(002600) Announcement No.: 2022037 Lingyi Itech (Guangdong) Company(002600)
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.
1、 Meetings of the board of supervisors
Lingyi Itech (Guangdong) Company(002600) (hereinafter referred to as "the company") the 13th meeting of the 5th board of supervisors was held on April 7, 2022 by means of on-site voting combined with communication. The notice of the meeting was sent by e-mail on March 27, 2022. The convening of the meeting complies with the provisions of the company law and the articles of association. The meeting was convened and presided over by Mr. Li Xuehua, chairman of the board of supervisors of the company. There are 3 supervisors in the company, including 3 actually voting supervisors.
2、 Deliberation at the meeting of the board of supervisors
(I) the full text and summary of the 2021 annual report were reviewed and adopted
After review, the board of supervisors believes that the preparation and review procedures of the company's 2021 annual report and its summary comply with the provisions of laws and regulations, the articles of association and other relevant systems; The content and format of the company's 2021 annual report and its summary comply with the provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange, and the information contained can truly reflect the company's operating performance and financial status in 2021 from all aspects; Before the board of supervisors put forward this opinion, it was not found that the personnel involved in the preparation and deliberation of the company's 2021 annual report and its summary violated the confidentiality provisions.
For details of this proposal, please refer to the company's website at http://www.cn.info.com.cn The annual report of 2021 (Announcement No.: 2022039) disclosed, as well as in Shanghai Securities News, China Securities News, securities times, securities daily and cninfo (www.cn. Info. Com. CN.) The disclosed annual report summary of 2021 (Announcement No.: 2022038).
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting results: 3 in favor, 0 against and 0 abstention. It was adopted after deliberation.
(II) deliberated and adopted the work report of the board of supervisors in 2021
For details of this proposal, please refer to the company's website at http://www.cn.info.com.cn Disclosed the work report of the board of supervisors in 2021.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting results: 3 in favor, 0 against and 0 abstention. It was adopted after deliberation.
(III) reviewed and approved the financial final accounts report of 2021
For details of this proposal, please refer to the company's website at http://www.cn.info.com.cn Disclosed financial final accounts report of 2021.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting results: 3 in favor, 0 against and 0 abstention. It was adopted after deliberation.
(IV) reviewed and approved the profit distribution plan for 2021
According to the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies, the articles of association and other relevant provisions, taking into account the long-term development and short-term operation development of the company, the retained undistributed profits are used to meet the daily operation and investment needs of the company, which is conducive to ensuring the normal production, operation and stable development of the company, enhancing the ability to resist risks and realizing the sustainable, stable and healthy development of the company, In order to better safeguard the long-term interests of all shareholders, the company will not make profit distribution temporarily in 2021, nor will it use the capital reserve to increase the share capital.
After verification, the board of supervisors believes that the company's profit distribution plan for 2021 is formulated according to the actual situation of the company, in line with the relevant provisions of the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies (revised in 2022), the articles of association, the dividend management system and the shareholder return plan, the deliberation procedures are legal and compliant, in line with the company's long-term development strategy, and there is no damage to the interests of the company and all shareholders. Therefore, we agree to the company's profit distribution plan for 2021.
For details of this proposal, please refer to the company's website at Shanghai Securities News, China Securities News, securities times, securities daily and http://www.cn.info.com.cn Special instructions on no profit distribution in 2021 (Announcement No.: 2022040).
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting results: 3 in favor, 0 against and 0 abstention. It was adopted after deliberation.
(V) reviewed and approved the special report on the deposit and use of raised funds in 2021
For details of this proposal, please refer to the company's website at http://www.cn.info.com.cn Special report on the deposit and use of raised funds in 2021 disclosed.
Voting results: 3 in favor, 0 against and 0 abstention. It was adopted after deliberation.
(VI) deliberated and adopted the self-evaluation report on internal control in 2021
After review, the board of supervisors believes that the company has established a relatively sound internal control system and formulated a relatively perfect and reasonable internal control system. The company's internal control system meets the requirements of relevant national regulations and securities regulatory authorities, and various internal controls have been continuously and strictly implemented in all links of the company's operation, such as production and operation. The self-evaluation report on internal control in 2021 issued by the board of directors comprehensively, truly and objectively reflects the actual situation of the company's internal control, and there are no false records, misleading statements and major omissions. For details of this proposal, please refer to the company's website at http://www.cn.info.com.cn Self evaluation report on internal control in 2021 disclosed.
Voting results: 3 in favor, 0 against and 0 abstention. It was adopted after deliberation.
(VII) the proposal on the prediction of daily connected transactions in 2022 was deliberated and adopted
In 2021, the company had daily related party transactions with related parties, such as purchasing and selling products, providing labor services, leasing assets, etc., with an amount of RMB 459324300. According to the needs of daily production and operation activities in 2022, the company (including holding subsidiaries) is expected to have daily related party transactions with related parties, such as purchase and sale of products, provision of labor services, leasing of assets, etc. in 2022, and the total amount is expected to not exceed RMB 509.62 million.
After verification, the board of supervisors believes that the decision-making procedures of the company's daily related party transactions expected to occur in 2022 comply with the provisions of relevant laws, regulations and the articles of association. Its fairness is based on the principle of equal compensation and fair market price, does not violate the principles of openness, fairness and impartiality, and does not damage the interests of the company and all shareholders. For details of this proposal, please refer to the company's website at Shanghai Securities News, China Securities News, securities times, securities daily and http://www.cn.info.com.cn Announcement on the prediction of daily connected transactions in 2022 (Announcement No.: 2022041).
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting results: 3 in favor, 0 against and 0 abstention. It was adopted after deliberation.
(VIII) the proposal on formulating the company's shareholder return plan for the next three years (20222024) was deliberated and adopted
In order to improve and perfect the company's scientific, sustainable and stable dividend decision-making and supervision mechanism, actively repay investors and guide investors to establish a rational investment concept of long-term investment, In accordance with the relevant requirements of the notice on further implementing matters related to cash dividends of listed companies, the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies (revised in 2022), the guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board and the provisions of the articles of association of the company, the board of directors of the company has conducted special research and demonstration, The shareholder return plan for the next three years (20222024) has been formulated.
For details of this proposal, please refer to the company's website at http://www.cn.info.com.cn Disclosed the shareholder return plan for the next three years (20222024).
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting results: 3 in favor, 0 against and 0 abstention. It was adopted after deliberation.
(IX) the proposal on terminating the implementation of some raised investment projects and permanently replenishing the remaining raised funds with working capital was deliberated and adopted
After verification, the board of supervisors believes that the termination of some raised investment projects and the permanent supplement of the remaining raised funds to working capital is a prudent decision based on the actual situation of the company, which is in line with the medium and long-term development planning strategy of the company, is conducive to improving the use efficiency of raised funds, and there is no damage to the interests of shareholders of the company, especially small and medium-sized shareholders. The change of the purpose of some raised funds has fulfilled the necessary decision-making procedures and complied with the provisions of relevant laws and regulations. Therefore, the board of supervisors agreed that the company would terminate the implementation of some raised investment projects and permanently supplement the remaining raised funds with working capital, which would be submitted to the general meeting of shareholders for deliberation.
For details of this proposal, please refer to the company's website at Shanghai Securities News, China Securities News, securities times, securities daily and http://www.cn.info.com.cn Announcement on terminating the implementation of some raised investment projects and permanently replenishing the remaining raised funds with working capital (Announcement No.: 2022043).
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting results: 3 in favor, 0 against and 0 abstention. It was adopted after deliberation.
(x) the proposal on terminating the planning for issuing H shares and listing in Hong Kong was deliberated and passed
After verification, the board of supervisors believes that: the company has carefully decided to terminate the planning of issuing H shares and listing on the main board of all Hong Kong Joint Trading Co., Ltd. after comprehensively considering the current actual situation of the company and the company's business development plan, and the relevant matters comply with the provisions of relevant laws and regulations, normative documents and the articles of association. The current operating condition of the company is stable and good. The termination of planning to issue H shares will not have a significant impact on the company's daily production, operation and financial status, and there is no situation that damages the interests of the company and shareholders, especially minority shareholders. For details, please refer to Shanghai Securities News, China Securities News, securities times, securities daily and cninfo (www.cn. Info. Com. CN.) Announcement on termination of planning for issuing H shares and listing in Hong Kong (Announcement No.: 2022045).
Voting results: 3 in favor, 0 against and 0 abstention. It was adopted after deliberation.
（11） The proposal on the exercise conditions of the third exercise period of the stock option and restricted stock incentive plan in 2018 and the failure to lift the restrictions on sales in the lifting period and the cancellation of some stock options and the repurchase and cancellation of some restricted shares were reviewed and approved
After review, the board of supervisors held that: in view of the first and reserved vesting rights and interests of the stock option and restricted stock incentive plan in 2018, the exercise conditions and the conditions for lifting the restrictions in the third exercise period were not fulfilled, some incentive objects resigned for personal reasons, and the personal performance assessment result in 2020 was C (to be improved), The board of directors of the company decided to cancel 14442175 stock options granted but not yet exercised to 527 incentive objects for the first time, 1525425 stock options granted but not yet exercised to 243 incentive objects reserved for the first time, repurchase and cancel 18890377 restricted shares granted but not yet released to 420 incentive objects for the first time The 5135025 restricted shares granted to the 200 reserved grant incentive objects but not yet lifted the restriction on sale comply with the provisions of laws, regulations and normative documents such as the measures for the administration of equity incentive of listed companies and the company's incentive plan (Draft) and its abstract. The procedures of the board of directors on cancelling some stock options and repurchasing and cancelling some restricted shares comply with relevant regulations, which are legal and effective.
For details of this proposal, please refer to the company's website at Shanghai Securities News, China Securities News, securities times, securities daily and http://www.cn.info.com.cn The announcement on the exercise conditions of the third exercise period of the stock option and restricted stock incentive plan in 2018 and the failure of the lifting of the restrictions during the lifting of the restrictions and the cancellation of some stock options and the repurchase and cancellation of some restricted shares (Announcement No.: 2022046). This proposal can only be implemented after being submitted to the general meeting of shareholders of the company for deliberation and approval.
Voting results: 3 in favor, 0 against and 0 abstention. It was adopted after deliberation.
（12） The proposal on the first cancellation of some restricted stocks in 2020 stock option and restricted stock incentive plan was deliberated and adopted
After review, the board of supervisors held that: in view of the failure of the exercise conditions and the lifting of the restrictions in the first exercise period of the company's stock option and restricted stock incentive plan for the first time in 2020, and the resignation of some incentive objects from the company, the board of directors of the company decided to cancel 10819080 stock options granted to 379 incentive objects for the first time but not yet exercised, The repurchase and cancellation of 4428365 restricted shares granted to 365 incentive objects for the first time but not yet lifted the restriction on sales is in line with the provisions of laws, regulations and normative documents such as the measures for the administration of equity incentive of listed companies and the company's incentive plan (Revised Draft) and its summary. The procedures of the board of directors on cancelling some stock options and repurchasing and cancelling some restricted shares are in line with relevant regulations, Legal and valid.
For details of this proposal, please refer to the company's website at Shanghai Securities News, China Securities News, securities times, securities daily and http://www.cn.info.com.cn The proposal on the exercise conditions of the first exercise period of the 2020 stock option and restricted stock incentive plan and the failure of the lifting of the restrictions during the lifting of the restrictions and the cancellation of some stock options and the repurchase and cancellation of some restricted shares (Announcement No.: 2022047). This proposal can only be implemented after being submitted to the general meeting of shareholders of the company for deliberation and approval.
Voting results: 3 in favor, 0 against and 0 abstention. It was adopted after deliberation.
3、 Documents for future reference
Resolution of the 13th meeting of the 5th board of supervisors
