Securities code: Lingyi Itech (Guangdong) Company(002600) securities abbreviation: Lingyi Itech (Guangdong) Company(002600) Announcement No.: 2022036 Lingyi Itech (Guangdong) Company(002600)
Announcement on the resolutions of the 19th 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.
1、 Meetings of the board of directors
Lingyi Itech (Guangdong) Company(002600) (hereinafter referred to as "the company") the 19th meeting of the 5th board of directors was held on April 7, 2022 by means of on-site combined with communication voting. 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 Ms. Zeng fangqin, chairman of the company. There are 7 directors of the company, and 7 actually participated in the voting.
2、 Deliberations of the board meeting
(I) the full text and summary of the 2021 annual report were reviewed and adopted
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.
The result of deliberation: 0 votes, 7 abstentions.
(II) deliberated and adopted the work report of the board of directors 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 directors in 2021.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
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. For details, please refer to cninfo.com.cn Report on the work of independent directors in 2021 disclosed.
Voting results: 7 in favor, 0 against and 0 abstention. It was adopted after deliberation.
(III) reviewed and approved the 2021 general manager's work report
Voting results: 7 in favor, 0 against and 0 abstention. It was adopted after deliberation.
(IV) deliberated and adopted 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: 7 in favor, 0 against and 0 abstention. It was adopted after deliberation.
(V) the 2021 corporate social responsibility report was reviewed and adopted
For details of this proposal, please refer to the company's website at http://www.cn.info.com.cn Corporate social responsibility report in 2021 disclosed by the company.
Voting results: 7 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
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.
The independent directors of the company have expressed independent opinions on this proposal, KPMG Huazhen Certified Public Accountants (special general partnership) has issued an audit report, and the sponsor has issued verification opinions. See http://www.cn.info.com.cn for details Disclosed independent opinions of independent directors on matters related to the 19th meeting of the 5th board of directors, audit report on Lingyi Itech (Guangdong) Company(002600) internal control and verification opinions on self-evaluation report on Guosen Securities Co.Ltd(002736) internal control in 2021.
Voting results: 7 in favor, 0 against and 0 abstention. It was adopted after deliberation.
(VII) the special report on the deposit and use of raised funds in 2021 was reviewed and approved
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.
The independent directors of the company have expressed independent opinions on this proposal, KPMG Huazhen Certified Public Accountants (special general partnership) has issued an assurance report, and the sponsor has issued verification opinions. See http://www.cn.info.com.cn for details Disclosed independent opinions of independent directors on matters related to the 19th meeting of the 5th board of directors, verification report on the deposit and use of Lingyi Itech (Guangdong) Company(002600) raised funds and special audit report on the deposit and use of Guosen Securities Co.Ltd(002736) raised funds in 2021.
Voting results: 7 in favor, 0 against and 0 abstention. It was adopted after deliberation.
(VIII) 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.
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).
The independent directors of the company have expressed independent opinions on this proposal. See http://www.cn.info.com.cn for details Independent opinions of independent directors on matters related to the 19th meeting of the Fifth Board of directors disclosed.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting results: 7 in favor, 0 against and 0 abstention. It was adopted after deliberation.
(IX) 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.
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).
The independent directors of the company have expressed their prior approval and independent opinions on this proposal. See http://www.cn.info.com.cn for details Disclosed "prior approval opinions of independent directors on matters related to the 19th meeting of the 5th board of directors" and "independent opinions of independent directors on matters related to the 19th 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, among which the affiliated shareholders Lingsheng investment (Shenzhen) Co., Ltd. and Zeng fangqin need to avoid voting on this proposal at the general meeting of shareholders.
Ms. Zeng fangqin and Mr. Liu Yinqi, the related directors, abstained from voting on this proposal.
Voting results: 5 affirmative votes, 0 negative votes, 0 abstention votes and 2 evasion votes. It was adopted after deliberation.
(x) the proposal on applying for comprehensive credit line from banks in 2022 was deliberated and adopted
According to the business development needs and capital demand plan of the company and its holding subsidiaries (including subsidiaries newly included in the scope of consolidated statements) in 2022, the company and its holding subsidiaries plan to apply to the bank for a comprehensive credit line of no more than 31.8 billion yuan. Comprehensive credit varieties include but are not limited to working capital loans, bank acceptance bills, letters of credit, letter of guarantee, forward foreign exchange and other domestic and foreign currency credit varieties. The term of the comprehensive credit line is from the date of deliberation and approval of the 2021 annual general meeting of shareholders to the date of holding the 2022 annual general meeting of shareholders. Within the credit term, the credit line can be recycled.
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 applying for comprehensive credit line from the bank in 2022 (Announcement No.: 2022042).
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation. The board of directors of the company authorizes the legal representative of the company or its designated authorized agent to handle the above credit line application and sign relevant legal documents after the proposal is considered and approved by the general meeting of shareholders.
Voting results: 7 in favor, 0 against and 0 abstention. It was adopted after deliberation.
（11） 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).
The independent directors of the company have expressed independent opinions on this proposal. See http://www.cn.info.com.cn for details Independent opinions of independent directors on matters related to the 19th meeting of the Fifth Board of directors disclosed.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting results: 7 in favor, 0 against and 0 abstention. It was adopted after deliberation.
（12） 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
Affected by the economic situation outside China, in order to further improve the efficiency of resource utilization, after fully considering the progress and capital demand of the investment project "precision metal processing project" invested by non-public offering in 2020, in order to better adapt to the company's future strategic development plan, It is proposed to terminate the implementation of the "precision metal processing project" and permanently supplement the working capital with the remaining principal balance of 1297627100 yuan and interest (the specific amount shall be subject to the balance of the raised capital account at the time of supplementary flow) for the company's daily production and operation and investment in new products and new business fields.
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).
The independent directors of the company have issued independent opinions on this proposal and the sponsor has issued verification opinions. For details, please refer to http://www.cn.info.com.cn The independent opinions of independent directors on relevant matters of the 19th meeting of the 5th board of directors and the verification opinions of Guosen Securities Co.Ltd(002736) on Lingyi Itech (Guangdong) Company(002600) terminating the implementation of some raised investment projects and permanently replenishing the remaining raised funds into working capital disclosed.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting results: 7 in favor, 0 against and 0 abstention. It was adopted after deliberation.
（13） The proposal on repurchase of shares of the company was deliberated and adopted
The company plans to use its own funds to buy back part of the company's A-share public shares at a price of no more than 8 yuan / share in the form of centralized bidding transaction, within the amount of no less than 300 million yuan (inclusive) and no more than 600 million yuan (inclusive), and the repurchased shares will be used for equity incentive plan or employee stock ownership plan, The implementation period of share repurchase is within 12 months from the date when the board of directors of the company deliberates and approves the share repurchase plan.
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 share repurchase scheme of the company (Announcement No.: 2022044).
The independent directors of the company have expressed independent opinions on this proposal. See http://www.cn.info.com.cn for details Independent opinions of independent directors on matters related to the 19th meeting of the Fifth Board of directors disclosed.
Voting results: 7 in favor, 0 against and 0 abstention. It was adopted after deliberation.
（14） The proposal on terminating the planning of issuing H shares and listing in Hong Kong was deliberated and adopted
Since the announcement of the company's plan to issue H shares, the company's board of directors, management and relevant intermediaries have been working together to actively promote various work. In view of the current changes in the capital market environment and considering the actual situation and current business development of the company
