Securities code: Sichuan Tianyi Comheart Telecom Co.Ltd(300504) securities abbreviation: Sichuan Tianyi Comheart Telecom Co.Ltd(300504) Announcement No.: 2022012 Sichuan Tianyi Comheart Telecom Co.Ltd(300504)
Announcement of the resolution of the 5th meeting of the 4th 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
Sichuan Tianyi Comheart Telecom Co.Ltd(300504) (hereinafter referred to as “the company”) the notice of the fifth meeting of the Fourth Board of supervisors was sent to the supervisors of the company by mail and in person on March 31, 2022. The meeting was held by on-site voting in the company’s conference room at 11 a.m. on April 11, 2022. There were 3 supervisors who should attend the meeting and 3 supervisors who actually attended the meeting. The meeting was presided over by Ms. Wu Jingqiu, chairman of the board of supervisors, and the Secretary of the board of directors and securities affairs representative of the company attended the meeting as nonvoting delegates. The convening and convening of this meeting of the board of supervisors comply with the provisions of the company law and other laws and regulations and the articles of association.
2、 Deliberation at the meeting of the board of supervisors
1. Deliberated and passed the proposal on the work report of the board of supervisors in 2021
For details, please refer to the company’s website on April 12, 2022（ http://www.cn.info.com.cn. ）Work report of the board of supervisors in 2021 disclosed on the.
Voting result: 3 affirmative votes; No negative vote; There were no abstentions.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
2. Deliberated and passed the proposal on the company’s 2021 annual financial statement report
For details, please refer to the company’s website on April 12, 2022
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
3. The proposal on the company’s profit distribution plan for 2021 was reviewed and approved
The board of supervisors believes that this profit distribution plan meets the requirements of the articles of association, relevant dividend commitments of the company and relevant laws and regulations, conforms to the actual situation of the company, takes into account the capital needs of the company’s development and the short-term and long-term interests of shareholders, is conducive to the sustainable, stable and healthy development of the company and the interests of all shareholders. For details, please refer to the company’s website on April 12, 2022（ http://www.cn.info.com.cn. ）Announcement on the company’s profit distribution plan for 2021 disclosed on the.
Voting result: 3 affirmative votes; No negative vote; There were no abstentions.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
4. The proposal on the annual report and summary of the company in 2021 was deliberated and adopted
After review, the board of supervisors believes that the procedures for the preparation and review of the 2021 annual report and abstract of the company 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 company, and there are no false records, misleading statements or major omissions. For details, please refer to the company’s website on April 12, 2022（ http://www.cn.info.com.cn. ）2021 annual report and summary disclosed on the.
Voting result: 3 affirmative votes; No negative vote; There were no abstentions.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
5. The proposal on the company’s self-evaluation report on internal control in 2021 was deliberated and adopted
The board of supervisors believes that the company has established and effectively implemented a relatively perfect internal control system according to its actual situation and the requirements of relevant laws, regulations and normative documents. The self evaluation report on internal control in 2021 truly and objectively reflects the construction and operation of the company’s internal control system.
For details, please refer to the company’s website on April 12, 2022（ http://www.cn.info.com.cn. ）Self evaluation report on internal control in 2021 disclosed on. Voting result: 3 affirmative votes; No negative vote; There were no abstentions.
6. The proposal on the special report on the deposit and use of the company’s annual raised funds in 2021 was reviewed and approved
The board of supervisors held that in 2021, the company’s use of the raised funds complied with the relevant provisions of the CSRC and Shenzhen Stock Exchange on the deposit and use of the raised funds of listed companies, and the relevant provisions of the company’s raised funds management system. There were no violations in the deposit and use of the raised funds, which truthfully reflected the actual deposit and use of the company’s raised funds in 2021.
For details, please refer to the company’s website on April 12, 2022（ http://www.cn.info.com.cn. ）Special report on the deposit and use of raised funds in 2021 disclosed on the.
Voting result: 3 affirmative votes; No negative vote; There were no abstentions.
7. The proposal on renewing the appointment of Zhonghui Certified Public Accountants (special general partnership) as the company’s audit institution in 2022 was deliberated and adopted
Zhonghui Certified Public Accountants (special general partnership) has securities and futures qualifications and many years of experience and ability to provide audit services for listed companies. Since serving as the company’s audit institution, with professional business level, diligent working attitude and fair and objective audit results, Zhonghui certified public accountants has provided professional audit services for the company and provided an important basis for the company’s production and operation, The board of supervisors agreed to renew the appointment of Zhonghui Certified Public Accountants (special general partnership) as the company’s audit institution in 2022.
Voting result: 3 affirmative votes; No negative vote; There were no abstentions.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
8. The proposal on the prediction of the company’s daily connected transactions in 2022 was deliberated and adopted
After review, the board of supervisors believes that the related party transactions expected to occur between the company and related parties are the needs of the company’s daily business development and industrial park construction. The relevant expected amount is reasonably predicted in advance according to the actual needs of the company’s daily production and operation development and construction. The related party transactions between the company and related parties strictly follow the market transaction principle of “openness, fairness and justice”.
For details, please refer to the company’s website on April 12, 2022（ http://www.cn.info.com.cn. ）Announcement on the prediction of the company’s daily connected transactions in 2022 disclosed on the.
Voting result: 3 affirmative votes; No negative vote; There were no abstentions.
9. The proposal on the extension and change of some investment projects with raised funds was deliberated and adopted
Considering the changes of the existing communication product market, the company has made a careful and careful analysis and judgment on the future development of the industry. In order to reduce the use risk of the raised funds, improve the efficiency of the raised funds and protect the interests of the company and shareholders, it is proposed to postpone and change some of the original investment projects of the raised funds. The specific conditions are as follows: 1. Technical transformation project of production line expansion of mobile communication network optimization system equipment
The total amount of funds raised for the project is 39.8 million yuan. As of March 31, 2022, 126203 million yuan has been put into use, with a total balance of 318683 million yuan (including cash management income).
Due to the change of project implementation location and other reasons, the company plans to extend the construction completion period of the project to March 31, 2023.
2. Technological transformation project of R & D Center
The total amount of funds raised by the project is 72.53 million yuan. As of March 31, 2022, 511153 million yuan has been put into use, with a total balance of 271257 million yuan (including cash management income).
Due to the change of project implementation location and other reasons, the company plans to extend the construction completion period of the project to March 31, 2023.
3. Marketing service network expansion project
In view of the impact of the current epidemic outside China and the slow construction progress of the office, the company plans to terminate the project and change the balance of the raised funds for the construction of “technical transformation project of broadband network terminal equipment production line expansion”. When the follow-up epidemic situation improves, choose the opportunity to promote the construction of the office with its own funds according to the actual needs of the company’s business.
The total fund raised by the project is 47.17 million yuan. As of March 31, 2022, 7.203 million yuan has been put into use, with a total balance of 451743 million yuan (including cash management income).
4. Technical transformation project of communication network physical connection and protection equipment expansion production line
With the basic completion of the transformation of China’s fixed line optical incoming and outgoing copper, the sales revenue of the company’s products in this category fell by nearly 60% from 2017 to 2021, and the product has low technical content and small market space in the future, which is no longer in the company’s key development plan in the future. At the same time, the company’s current production capacity has met the product output and sales volume, and there is no need to further expand the production capacity. The company plans to terminate the project and use all the remaining raised funds for permanent replenishment of working capital. Subsequently, the company will timely promote the construction of relevant projects with its own funds according to the development of product market and the actual business needs of the company.
The total amount of funds raised by the project is 119.17 million yuan. As of March 31, 2022, 238916 million yuan has been put into use, with a total balance of 1093978 million yuan (including cash management income).
5. Broadband terminal production line expansion technology project
With the increase of the types of broadband network terminal products, at present, broadband network terminal products have become the main source of income of the company. At the same time, the income scale and profit level have increased year by year in the past two years. At the same time, due to the change of implementation location, the production plant and supporting setting area required by the project have increased, so the plant area and production capacity required have increased, Therefore, increasing plant area and expanding production capacity will help the company further improve the market scale of its main products and enhance its profitability, and the project is expected to maintain relatively good economic benefits at present and in the future.
The total fund raised by the project is 316.86 million yuan. As of March 31, 2022, 2031394 million yuan has been put into use, with a total balance of 1395083 million yuan (including cash management income).
For the above reasons, the company plans to extend the construction completion period of the project to March 31, 2023, and change all the remaining funds of the “marketing service network expansion project” to the construction of the project.
After review, the board of supervisors believes that the above matters are fully combined with the actual operation of the company and the careful analysis and judgment of the company on the future development of the industry, which is conducive to improving the use efficiency of raised funds, meeting the demand for working capital for the growth of the company’s daily business, reducing financial costs, meeting the needs of the company’s operation and development, and there is no damage to the interests of shareholders. Agree to postpone and change the investment project with raised funds. For details, please refer to the company’s website on April 12, 2022（ http://www.cn.info.com.cn. ）Announcement on the extension and change of some investment projects with raised funds disclosed on the.
Voting result: 3 affirmative votes; No negative vote; There were no abstentions.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
10. The proposal on using some idle self owned funds for cash management was deliberated and adopted
Upon review, the board of supervisors agreed that: on the premise of not affecting the normal operation of the company, the company and its wholly-owned subsidiaries and subsidiaries use idle self owned funds of no more than RMB 200 million (including this amount) for cash management, and the bank or other financial institutions with an investment period of no more than 12 months are proposed to purchase high security, good liquidity Investment products or low-risk financial products that do not affect the normal operation of the company (including but not limited to structured deposits, negotiated deposits, reverse repurchase of national debt, etc.). The term of use is valid within 12 months from the date of deliberation and approval by the board of directors. Within the validity period of the above quota and resolution, it can be recycled and used continuously, and the chairman of the company, the executive directors of wholly-owned subsidiaries and subsidiaries are authorized to exercise relevant investment decision-making power and sign relevant contract documents within the above quota and validity period.
For details, please refer to the company’s website on April 12, 2022（ http://www.cn.info.com.cn. ）Relevant announcements.
Voting result: 3 affirmative votes; No negative vote; There were no abstentions.
11. The proposal on the confirmation of supervisors’ remuneration in 2021 and the remuneration scheme of supervisors in 2022 was deliberated and adopted
The remuneration of the company’s supervisors in 2021 is in line with the remuneration scheme of supervisors deliberated and approved by the company’s 2020 annual general meeting of shareholders.
The remuneration scheme of supervisors in 2022 is consistent with that in 2021: if the supervisors of the Fourth Board of supervisors hold specific management positions in the company, their remuneration shall be subject to the annual salary system, implement the salary standard of specific positions in the company, and be paid after comprehensive assessment in combination with the company’s business performance during their term of office, and they will not receive the supervisor’s allowance separately; Supervisors who do not work in the company will not receive supervisor allowance.
Voting result: 3 affirmative votes; No negative vote; 0 abstention
The remuneration plan of supervisors in 2022 needs to be submitted to the general meeting of shareholders of the company for deliberation.
12. The proposal on the provision for impairment in 2021 was deliberated and adopted
The board of supervisors believes that the company’s provision for impairment in accordance with the accounting standards for business enterprises and relevant accounting policies is in line with the actual situation of the company. After the provision for impairment this time, it can more truly and accurately reflect the asset value and financial status of the company as of December 31, 2021, comply with relevant laws and regulations and the articles of association, and agree with the company’s provision for asset impairment this time.
For details, please refer to the company’s website on April 12, 2022（ http://www.cn.info.com.cn. ）Relevant announcements disclosed on.
Voting result: 3 affirmative votes; No negative vote; There were no abstentions.
13. Consider and adopt the customs declaration
