Securities code: Hc Semitek Corporation(300323) securities abbreviation: Hc Semitek Corporation(300323) Announcement No.: 2022021 Hc Semitek Corporation(300323)
Announcement of resolutions of the 12th 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
1. The notice of the 12th meeting of the 5th board of directors of Hc Semitek Corporation(300323) (hereinafter referred to as "the company") was delivered to all directors by telephone and e-mail on April 5, 2022.
2. The board of directors was held in the company's conference room on April 11, 2022 in the form of on-site meeting, which was presided over by the chairman Ms. Guo Jin.
3. 8 directors should be present at this board meeting, and 8 actually. Members of the board of supervisors and some senior executives attended the meeting as nonvoting delegates.
4. The convening of this board meeting complies with relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
2、 Deliberations of the board meeting
1. Deliberated and adopted the proposal on the annual report of 2021 and its summary
After deliberation, the board of Directors believes that the procedures for the company to prepare the 2021 annual report and its summary comply with the laws, administrative regulations and the provisions of the CSRC. The contents of the report fairly reflect the company's operating conditions and operating results in 2021. The information disclosed in the report is true, accurate and complete, and there are no false records, misleading statements or major omissions.
Voting results: 8 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
For details, please refer to cninfo.com.cn Relevant announcements published on. The summary of 2021 annual report will be published in Securities Daily, securities times, China Securities News and Shanghai Securities News at the same time.
2. Deliberated and adopted the proposal on the work report of the board of directors in 2021
After deliberation, the board of Directors believes that the work report of the board of directors of the company in 2021 is objective and true. Mr. Lin Jintang, Mr. Zhong Ruiqing and Ms. Qi Weihong, the incumbent independent directors of the company in 2021, respectively submitted the 2021 annual report of independent directors to the board of directors and will report on their work at the 2021 annual general meeting of shareholders of the company.
Voting results: 8 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
For details, please refer to cninfo.com.cn Relevant announcements published on.
3. Deliberated and passed the proposal on the president's work report in 2021
After deliberation, the board of directors held that Mr. Zhou Jianhui, the president of the company, reported the work of 2021 to the board of directors of the company. After discussion by the participating directors, it was considered that the content of the report truly and objectively reflected the work summary of 2021 and the work plan of 2022.
Voting results: 8 in favor, 0 against and 0 abstention.
4. Deliberated and adopted the proposal on the financial statement report of 2021
After deliberation, the board of Directors believes that the company's 2021 financial statement objectively and truly reflects the company's financial situation and operating results in 2021.
Voting results: 8 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
For details, please refer to cninfo.com.cn Relevant announcements published on.
5. Deliberated and passed the proposal on the plan for profit distribution in 2021
Audited by Rongcheng Certified Public Accountants (special general partnership), the net profit attributable to the shareholders of the listed company in the consolidated statements in 2021 was 9362359606 yuan, the consolidated undistributed profit in 2021 was -3216147535 yuan, and the undistributed profit of the parent company was 28930607308 yuan. According to the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies and the articles of association, in view of the negative accumulated undistributed profits in the consolidated statements of the company in 2021, it does not meet the conditions for cash dividends.
The board of directors of the company has drawn up the profit distribution plan for 2021 as follows: no cash dividend, no bonus shares, and no conversion of capital reserve into share capital in 2021.
After discussion, the directors attending the meeting believed that the plan was in line with the provisions of relevant laws, regulations and the articles of association, and the independent directors of the company expressed their independent opinions on the plan for profit distribution in 2021.
Voting results: 8 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
For details, please refer to cninfo.com.cn Relevant announcements published on.
6. The proposal on the renewal of the company's 2022 audit institution was deliberated and adopted
After deliberation, the board of Directors believes that Rongcheng Certified Public Accountants (special general partnership) has completed the audit of the company in 2021 in strict accordance with the requirements of relevant laws and regulations, diligently and dutifully, in accordance with the independent, objective and fair practice standards, and the audit report issued for the company objectively and fairly reflects the financial status and operating results of the company. It is agreed to continue to employ Rongcheng Certified Public Accountants (special general partnership) as the audit institution of the company in 2022.
The independent directors of the company express their prior approval opinions and clearly agreed independent opinions on the matter.
Voting results: 8 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation, and will take effect from the date of deliberation and adoption of the general meeting of shareholders.
For details, please refer to cninfo.com.cn Relevant announcements published on.
7. Deliberated and adopted the proposal on the evaluation report on internal control in 2021
After deliberation, the board of Directors believes that the 2021 internal control evaluation report of the company comprehensively, objectively and truly reflects the actual situation of the company's internal control, and the company has maintained effective internal control over financial reporting in all major aspects in accordance with the requirements of the enterprise's internal control standard system and relevant regulations.
The independent directors of the company express their independent opinions on the internal control evaluation report, and the sponsor Huatai United Securities Co., Ltd. issues special verification opinions.
Voting results: 8 in favor, 0 against and 0 abstention.
For details, please refer to cninfo.com.cn Relevant announcements published on.
8. The proposal on the special report on the deposit and use of raised funds in 2021 was considered and adopted
After deliberation, the board of Directors believes that the content of the special report on the deposit and use of raised funds in 2021 prepared by the company is true, accurate and complete, and there are no false records, misleading statements and major omissions. The deposit and use of the funds raised and used by the listed company in violation of the provisions of the Shenzhen Stock Exchange do not comply with the provisions of the CSRC on the deposit and use of the funds raised and used by the listed company in 2021.
The independent directors of the company express their independent opinions with explicit consent, while Rongcheng Certified Public Accountants (special general partnership) issues an assurance report and the sponsor Huatai United Securities Co., Ltd. issues special verification opinions.
Voting results: 8 in favor, 0 against and 0 abstention.
For details, please refer to cninfo.com.cn Relevant announcements published on.
9. The proposal on purchasing liability insurance for directors, supervisors and senior managers of the company was deliberated and adopted
After deliberation, the board of directors held that in order to improve the risk control system, protect the rights and interests of the company's directors, supervisors and senior managers, promote the relevant responsible personnel to fully exercise their rights and perform their duties, and promote the healthy development of the company, the company plans to insure liability insurance for all directors, supervisors and senior managers in accordance with the relevant provisions of the standards for the governance of listed companies. The board of directors of the company requests the general meeting of shareholders to authorize the management to handle matters related to the purchase of senior liability insurance for all directors and supervisors within the above authority (including but not limited to determining other relevant responsible persons, insurance companies, insurance amounts, insurance premiums and other insurance terms, selecting and appointing insurance brokerage companies or other intermediaries, signing relevant legal documents and dealing with other matters related to insurance, as well as handling matters related to renewal or re insurance at or before the expiration of the liability insurance contract of the directors and supervisors in the future).
All directors of the company have avoided voting on this proposal, which is directly submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
The independent directors of the company express their independent opinions on this matter.
Voting results: 0 in favor, 0 against, 0 abstention and 8 avoidance votes.
For details, please refer to cninfo.com.cn Relevant announcements published on.
10. The proposal on requesting the general meeting of shareholders to extend the validity period of the financial service agreement and related party transactions signed between the company and Zhuhai HUAFA Group Finance Co., Ltd. was deliberated and adopted
After deliberation, the board of directors held that: in view of the expiration of the validity period of the financial services agreement and related party transactions signed by the company and Zhuhai HUAFA Group Finance Co., Ltd., in order to ensure the continuity and effectiveness of the deposit, loan and credit matters between the company and the finance company and the smooth progress of the above transactions, The board of directors of the company requests the general meeting of shareholders to extend the validity period of the above relevant authorization from the expiration date to be consistent with the validity period of the financial services agreement. In addition to extending the validity period of relevant authorization matters, the original scheme on the above transactions remains unchanged.
This proposal involves related party transactions, and related directors Mr. Li Guangning, Ms. Guo Jin, Ms. Liu Feihong and Mr. Hu zhengran have avoided voting.
This proposal needs to be submitted to the general meeting of shareholders for deliberation. At that time, the affiliated shareholder Zhuhai HUAFA Real Estate Investment Holding Co., Ltd. needs to avoid voting.
The independent directors of the company express their prior approval opinions and clearly agreed independent opinions, and the sponsor Huatai United Securities Co., Ltd. issues special verification opinions.
Voting results: 4 in favor, 0 against, 0 abstention and 4 avoidance votes.
11. The proposal on the continuous risk assessment report of the company's associated deposit and loan and other financial businesses with Zhuhai HUAFA Group Finance Co., Ltd. was deliberated and adopted
According to the requirements of self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 7 - transactions and related party transactions, the company has evaluated the business qualification, business and risk status of Zhuhai HUAFA Group Finance Co., Ltd. The company believes that the financial company has legal and effective business qualifications, has established a relatively complete and reasonable internal control system, and can effectively control risks. The financial company operates in strict accordance with the provisions of the measures for the administration of financial companies of enterprise groups issued by the CBRC, and all regulatory indicators meet the requirements of the measures. According to the company's understanding and evaluation of risk management, no major defects are found in the risk management of the financial company, and the risk of carrying out deposit financial service business between the company and the financial company is controllable. This proposal involves related party transactions, and related directors Mr. Li Guangning, Ms. Guo Jin, Ms. Liu Feihong and Mr. Hu zhengran have avoided voting.
The independent directors of the company express their independent opinions with explicit consent.
Voting results: 4 in favor, 0 against, 0 abstention and 4 avoidance votes.
For details, please refer to cninfo.com.cn Relevant announcements published on.
12. The proposal on the election of candidates for non independent directors and members of the special committee of the board of directors of the Fifth Board of directors of the company was deliberated and adopted
In accordance with the company law of the people's Republic of China (hereinafter referred to as the "company law"), the articles of association and other relevant provisions, in order to ensure the smooth development of the work of the 5th board of directors, Mr. Liu Rong was nominated by the board of directors and examined by the nomination committee of the board of directors, and agreed to be elected as a candidate for non independent director of the 5th board of directors and a member of the strategy committee of the board of directors, The term of office starts from the date of election and approval by the general meeting of shareholders to the date of expiration of the Fifth Board of directors.
The independent directors of the company express their independent opinions with explicit consent.
Voting results: 8 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
For details, please refer to cninfo.com.cn Relevant announcements published on.
13. The proposal on the appointment of senior managers of the company was deliberated and adopted
In accordance with the company law, the articles of association and other relevant provisions, in order to ensure the development of the company's business work, after the qualification examination of the nomination committee of the board of directors, the board of directors agreed to appoint Mr. Liu Rong as the president of the company, with a term of office from the date of deliberation and approval of the board of directors to the date of expiration of the Fifth Board of directors.
The independent directors of the company express their independent opinions with explicit consent.
Voting results: 8 in favor, 0 against and 0 abstention.
For details, please refer to cninfo.com.cn Relevant announcements published on.
14. The proposal on Amending the articles of association was deliberated and adopted
After deliberation by the directors attending the meeting, it is agreed that in accordance with the latest provisions of relevant laws, regulations and normative documents such as the company law, the securities law of the people's Republic of China, the guidelines for the articles of association of listed companies, the Listing Rules of GEM stocks of Shenzhen Stock exchange, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM, and in combination with the actual situation of the company, It is proposed to amend the relevant provisions of the articles of association.
Voting results: 8 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
