Securities code: Sichuan Tianyi Comheart Telecom Co.Ltd(300504) securities abbreviation: Sichuan Tianyi Comheart Telecom Co.Ltd(300504) Announcement No.: 2022011
Sichuan Tianyi Comheart Telecom Co.Ltd(300504)
Announcement on the resolution of the fifth meeting of the Fourth 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
Sichuan Tianyi Comheart Telecom Co.Ltd(300504) (hereinafter referred to as “the company”) the notice of the fifth meeting of the Fourth Board of directors was sent to the directors 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 10:00 a.m. on April 11, 2022. There were 9 directors who should attend the meeting and 9 directors who actually attended the meeting. The meeting was presided over by the chairman, Mr. Li Shihong, and all supervisors and senior managers of the company attended the meeting as nonvoting delegates. The convening and convening of this board meeting comply with the provisions of the company law and other laws and regulations and the articles of association.
2、 Deliberations of the board meeting
1. Deliberated and passed the proposal on the work report of the general manager of the company in 2021
Voting result: 9 affirmative votes; No negative vote; There were no abstentions.
2. Deliberated and passed the proposal on the work report of the board of directors of the company in 2021
For details, please refer to the company’s website on April 12, 2022（ http://www.cn.info.com.cn. ）The work report of the board of directors in 2021 disclosed on the.
Voting result: 9 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.
Huang Hao, Lin Yunsong and Ni debing, the independent directors of the company, respectively submit work report to the board of directors and will report on their work at the 2021 annual general meeting of shareholders of the company. For details, please refer to the company’s website on April 12, 2022（ http://www.cn.info.com.cn. ）2021 annual report of independent directors disclosed on the. 3. 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（ http://www.cn.info.com.cn. ）2021 annual financial statement disclosed on the.
Voting result: 9 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 company’s profit distribution plan for 2021 was reviewed and approved
According to the audit report of Zhonghui Certified Public Accountants (special general partnership) on the audit of the company’s financial statements in 2021, the company realized an operating revenue of 239810157079 yuan and a net profit attributable to the owner of the parent company of 18069741568 yuan in 2021. As of December 31, 2021, the undistributed profit of the owner’s equity of the parent company was 82872756715 yuan. According to the provisions of the company law and the articles of association, on the basis of giving consideration to the reasonable return on investment of shareholders and the medium and long-term development plan of the company, the company plans to make a profit distribution plan for 2021 as follows: the company plans to distribute a cash dividend of 2 yuan (including tax) for every 10 shares to all shareholders based on the total share capital of 273091000 shares on December 31, 2021, with a total cash dividend of 54618200 yuan (including tax), The remaining undistributed profits are carried forward to the following years. In addition to the above cash dividends, the company will not give bonus shares and will not convert the capital reserve into share capital.
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.
The independent directors expressed their independent opinions on this. For details, see the company’s website at cninfo.com（ http://www.cn.info.com.cn. ）Relevant announcements of disclosure.
Voting result: 9 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 annual report and summary of the company in 2021 was deliberated and adopted
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: 9 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.
6. The proposal on the self-evaluation report of the company’s internal control in 2021 was deliberated and adopted
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. The independent directors gave their independent opinions, and the sponsor Gf Securities Co.Ltd(000776) (hereinafter referred to as ” Gf Securities Co.Ltd(000776) “) issued the verification opinions on the self-evaluation report of Sichuan Tianyi Comheart Telecom Co.Ltd(300504) 2021 annual internal control on this matter. For details, please refer to the company’s website http://cninfo.com.cn（ http://www.cn.info.com.cn. ）Relevant announcements of disclosure.
Voting result: 9 affirmative votes; No negative vote; There were no abstentions.
7. 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 Directors believes that in 2021, the company’s use of the raised funds complies with the relevant provisions of China Securities Regulatory Commission 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 is no violation of the deposit and use of the raised funds, which truthfully reflects 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.
The independent directors expressed their independent opinions, and the sponsor Gf Securities Co.Ltd(000776) issued the verification opinions on the deposit and use of raised funds in Sichuan Tianyi Comheart Telecom Co.Ltd(300504) 2021. For details, please refer to the company’s website at cninfo.com（ http://www.cn.info.com.cn. ）Relevant announcements of disclosure.
Voting result: 9 affirmative votes; No negative vote; There were no abstentions.
8. The proposal on renewing the appointment of Zhonghui Certified Public Accountants (special general partnership) as the company’s audit institution in 2022 was reviewed and approved
Zhonghui Certified Public Accountants (special general partnership) holds the securities and futures related business license of certified public accountants. Since acting as the audit institution of the company, with professional business level, diligent working attitude and fair and objective audit results, Zhonghui Certified Public Accountants (special general partnership) has provided professional audit services for the company and provided an important basis for the production and operation of the company. It has been approved in advance by independent directors, After being reviewed and approved by the audit committee of the board of directors and in combination with the actual situation of the company, the board of directors agreed to renew the appointment of Zhonghui Certified Public Accountants (special general partnership) as the audit institution of the company in 2022.
The independent directors have expressed their prior approval opinions and agreed independent opinions. For details, see the company’s website at cninfo.com（ http://www.cn.info.com.cn. ）Relevant announcements of disclosure.
Voting result: 9 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.
9. The proposal on the prediction of the company’s daily connected transactions in 2022 was deliberated and adopted
For details, please refer to the company’s website on April 12, 2022（ http://www.cn.info.com.cn. ）About the company’s 2022 daily related party transactions forecast disclosed on the
The independent directors have expressed their prior approval opinions and agreed independent opinions. For details, see the company’s website at cninfo.com（ http://www.cn.info.com.cn. ）Relevant announcements of disclosure.
Voting result: 5 affirmative votes; No negative vote; There were no abstentions.
10. Deliberated and passed the proposal on the extension and change of some investment projects with raised funds
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 by the project is 39.8 million yuan, which has been put into use as of March 31, 2022
126203 million yuan, 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, which has been put into use as of March 31, 2022
511153 million yuan, 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.
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.
The board of Directors believes that the above matters are based on the principle of maximizing the interests of shareholders, 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, so as to improve the use efficiency of raised funds, save financial expenses and improve the operation efficiency of the company.
The independent directors expressed their independent opinions, and the recommendation institution Gf Securities Co.Ltd(000776) issued the verification opinions on the extension and change of Sichuan Tianyi Comheart Telecom Co.Ltd(300504) some raised capital investment projects on this matter. For details, see the company’s website at cninfo.com（ http://www.cn.info.com.cn. ）Relevant announcements of disclosure.
Voting result: 9 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.
11. The proposal on using some idle self owned funds for cash management was deliberated and adopted
In order to improve the use efficiency of the company’s funds, make the stock funds obtain reasonable income and increase the company’s income, the board of directors agrees that the company and its wholly-owned subsidiaries and subsidiaries use idle self owned funds of no more than 200 million yuan (including the principal) for cash management without affecting the normal operation of the company. The bank or other financial institution with an investment period of no more than 12 months intends 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, and the chairman of the company, executive directors of wholly-owned subsidiaries and subsidiaries are authorized to
