Securities code: Shenyang Yuanda Intellectual Industry Group Co.Ltd(002689) securities abbreviation: Shenyang Yuanda Intellectual Industry Group Co.Ltd(002689) Announcement No.: 2022014 Shenyang Yuanda Intellectual Industry Group Co.Ltd(002689)
Announcement on resolutions of the 15th 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
Shenyang Yuanda Intellectual Industry Group Co.Ltd(002689) (hereinafter referred to as "the company") sent the notice of convening the 15th meeting of the 4th board of directors (hereinafter referred to as "the meeting") to all directors of the company by telephone and email on April 1, 2022. The meeting was held on April 12, 2022 in the form of on-site combined communication. There were 9 directors who should attend the meeting, 9 actually attended the meeting, and the company's supervisors and senior managers attended the meeting as nonvoting delegates. The meeting was presided over by Mr. Kang Baohua, chairman of the board. The convening and voting procedures of this meeting comply with the company law, the articles of association and other relevant provisions.
2、 Deliberations of the board meeting
After full discussion and deliberation by the attending directors, the following resolutions are formed:
1. The proposal on the work report of the board of directors in 2021 was deliberated and adopted by 9 votes in favor, 0 against and 0 abstention;
See "section III" and "section IV" in the full text of the 2021 annual report for the specific contents of the 2021 annual report, which are published on the website of Shenzhen Stock Exchange（ http://www.szse.cn. ）And tide information network（ http://www.cn.info.com.cn. )。
The independent directors of the company have submitted the report on the work of independent directors in 2021 to the board of directors and will report on their work at the 2021 annual general meeting of shareholders of the company.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
2. The proposal on the 2021 general manager's work report was deliberated and adopted by 9 votes in favor, 0 against and 0 abstention;
3. The proposal on the 2021 annual financial statement was deliberated and adopted with 9 in favor, 0 against and 0 abstention;
See the website of Shenzhen stock exchange for details of 2021 annual financial statement report（ http://www.szse.cn. ）And tide information network（ http://www.cn.info.com.cn. )。
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
4. The proposal on the 2021 annual audit report was deliberated and adopted with 9 in favor, 0 against and 0 abstention;
For details of the 2021 annual audit report, please refer to the website of Shenzhen Stock Exchange（ http://www.szse.cn. ）And tide information network（ http://www.cn.info.com.cn. )。
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
5. The proposal on the full text and summary of the 2021 annual report was considered and adopted by 9 votes in favor, 0 against and 0 abstention;
See the website of Shenzhen stock exchange for the full text of 2021 annual report（ http://www.szse.cn. ）And tide information network（ http://www.cn.info.com.cn. )。
Please refer to the website of Shenzhen stock exchange for details of the summary of 2021 annual report（ http://www.szse.cn. ）And the media that meet the requirements of the CSRC, such as securities times, China Securities News and cninfo（ http://www.cn.info.com.cn. ）。
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
6. The proposal on the plan for profit distribution and conversion of capital reserve into share capital in 2021 was deliberated and adopted by 9 votes in favor, 0 against and 0 abstention;
In 2021, the audit report (CAC Zheng Shen Zi [2022] No. 0040) issued by zhongshenhua Certified Public Accountants (special general partnership) confirmed that the net profit attributable to the owner of the parent company was 13 Roshow Technoiogy Co.Ltd(002617) 31 yuan in 2021, plus 12434290864 yuan of undistributed profit of the previous year. As of December 31, 2021, the profit available for distribution by investors was 13734552595 yuan.
Combined with the actual operation of the company, in order to ensure the operation and development of the company and sufficient cash flow, profit distribution and capital reserve conversion to share capital are not implemented in this year.
The company's profit distribution plan for 2021 complies with the relevant provisions of the company law, the articles of association and the company's plan for shareholders' dividend return in the next three years (20192021).
The independent directors of the company have expressed their independent opinions on this proposal.
See the website of Shenzhen stock exchange for the independent opinions of independent directors on matters related to the 15th meeting of the Fourth Board of directors（ http://www.szse.cn. ）And tide information network（ http://www.cn.info.com.cn. )。 This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
7. The proposal on the self-evaluation report on internal control in 2021 was considered and adopted by 9 votes in favor, 0 against and 0 abstention;
The 2021 internal control self-evaluation report, the independent directors and the board of supervisors have expressed their opinions on this matter. See the website of Shenzhen stock exchange for details（ http://www.szse.cn. ）And tide information network（ http://www.cn.info.com.cn. ）。
8. The proposal on special explanation on the occupation of funds by controlling shareholders and other related parties was deliberated and adopted by 9 votes in favor, 0 against and 0 abstention;
The independent directors of the company have expressed their independent opinions on the proposal.
See the website of Shenzhen stock exchange for the independent opinions of independent directors on matters related to the 15th meeting of the 4th board of directors and the special instructions on the occupation of funds by Shenyang Yuanda Intellectual Industry Group Co.Ltd(002689) controlling shareholders and other related parties（ http://www.szse.cn. ）And tide information network（ http://www.cn.info.com.cn. ）。
9. The proposal on the company's application for credit line from the bank was deliberated and adopted by 9 votes in favor, 0 against and 0 abstention;
In order to ensure the funds required for the company's daily operation and business development, actively broaden the fund channels, optimize the financial structure and supplement the working capital, the company plans to apply for a comprehensive credit line of 195 million yuan from China Construction Bank Corporation(601939) Shenyang Shenhe sub branch, a comprehensive credit line of 200 million yuan from Agricultural Bank Of China Limited(601288) Shenyang Sujiatun sub branch, and a comprehensive credit line of 20 million yuan from Shenyang Shenhe sub branch of Guangdong Development Bank Co., Ltd It is proposed to apply for a comprehensive credit line of 50 million yuan from China Merchants Bank Co.Ltd(600036) Shenyang Branch Jinye sub branch, and the total credit line applied by the company from the above banks is 465 million yuan.
Business types involved in applying for credit line from banks: loans, bank acceptance bills, letter of guarantee, forward foreign exchange settlement and sales, letter of credit, trade financing and other business types. The term is one year.
The above credit line shall be subject to the credit line actually approved by each bank.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
10. With 7 affirmative votes, 0 negative votes and 0 abstention, the proposal on providing guarantee and related party transactions for the company's application for comprehensive credit line from the bank was deliberated and adopted;
Related directors Mr. Kang Baohua and Mr. Wang Hao avoided the voting of this proposal, and the independent directors of the company have approved and expressed their agreed independent opinions in advance.
See the website of Shenzhen stock exchange for the prior approval letter of independent directors on matters related to the 15th meeting of the 4th board of directors and the independent opinions of independent directors on matters related to the 15th meeting of the 4th board of directors（ http://www.szse.cn. ）And tide information network（ http://www.cn.info.com.cn. ）； See the website of Shenzhen stock exchange for the announcement on the controlling shareholder providing guarantee and related party transactions for the company's application for comprehensive credit line from the bank（ http://www.szse.cn. ）And the media that meet the requirements of the CSRC, such as securities times, China Securities News and cninfo（ http://www.cn.info.com.cn. ）。
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
11. With 9 affirmative votes, 0 negative votes and 0 abstention, the proposal on renewing the appointment of the company's audit institution in 2022 was deliberated and adopted;
Agree to renew the appointment of zhongshenhua Certified Public Accountants (special general partnership) as the company's audit institution in 2022. The independent directors of the company have recognized and expressed their agreed independent opinions in advance.
See the website of Shenzhen stock exchange for the prior approval letter of independent directors on matters related to the 15th meeting of the 4th board of directors and the independent opinions of independent directors on matters related to the 15th meeting of the 4th board of directors（ http://www.szse.cn. ）And tide information network（ http://www.cn.info.com.cn. ）； See the website of Shenzhen stock exchange for details of the announcement on the proposed reappointment of audit institutions in 2022（ http://www.szse.cn. ）And the media that meet the requirements of the CSRC, such as securities times, China Securities News and cninfo（ http://www.cn.info.com.cn. ）。
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
12. The proposal on the company's dividend return planning for shareholders in the next three years (20222024) was deliberated and adopted by 9 votes in favor, 0 against and 0 abstention;
In order to improve and improve the company's dividend decision-making and supervision mechanism, further clarify the company's reasonable investment return to investors, increase the transparency and operability of profit distribution decision-making, and comprehensively consider factors such as enterprise profitability, business development planning, shareholder return, social capital cost and external financing environment, according to the notice on further implementing matters related to cash dividends of listed companies According to the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies, the articles of association and other relevant documents, the board of directors of the company has formulated the plan for shareholders' dividend return in the next three years (20222024).
The independent directors of the company expressed their independent opinions on this matter.
See the website of Shenzhen stock exchange for the independent opinions of independent directors on matters related to the 15th meeting of the Fourth Board of directors（ http://www.szse.cn. ）And tide information network（ http://www.cn.info.com.cn. ）； See the website of Shenzhen stock exchange for details of the dividend return plan for shareholders in the next three years (20222024)（ http://www.szse.cn. ）And the media that meet the requirements of the CSRC, such as securities times, China Securities News and cninfo（ http://www.cn.info.com..c n）。 This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
13. The proposal on the use of self owned idle funds for investment and financial management was deliberated and adopted by 9 votes in favor, 0 against and 0 abstention;
It is agreed that the company will use its own idle funds of no more than (including) 50 million yuan for investment and financial management on the premise of ensuring the capital demand for daily production and operation and effectively controlling risks. The above amount of funds can be used on a rolling basis within one year from the date of deliberation and approval by the board of directors.
According to the provisions of relevant laws, regulations and normative documents such as the guidelines for self regulation and supervision of listed companies No. 7 - transactions and related party transactions, the business of using its own idle funds for securities investment falls within the scope of the approval authority of the board of directors and does not need to be submitted to the general meeting of shareholders for approval.
The independent directors of the company expressed their independent opinions on this matter.
See the website of Shenzhen stock exchange for the independent opinions of independent directors on matters related to the 15th meeting of the Fourth Board of directors（ http://www.szse.cn. ）And tide information network（ http://www.cn.info.com.cn. ）； See the website of Shenzhen stock exchange for details of the announcement on using its own idle funds for investment and wealth management（ http://www.szse.cn. ）And the media that meet the requirements of the CSRC, such as securities times, China Securities News and cninfo（ http://www.cn.info.com..c n）。 14. The meeting deliberated the proposal on the remuneration and allowance of directors of the company in 2022;
In accordance with the company law, the guidelines for the governance of listed companies, the guiding opinions on the establishment of an independent director system in listed companies and other relevant laws and regulations, as well as the articles of association, the working system of independent directors and other relevant systems of the company, in combination with the actual situation of the company, and after deliberation and approval by the remuneration and assessment committee of the board of directors, The remuneration and allowance standards of the directors of the company in 2022 are: (1) the directors who hold the management position of the company and provide support for the operation of the company receive corresponding remuneration and allowance according to their positions and participation in the operation, and the remuneration level is linked to their responsibilities, risks and business performance; (2) The allowance for independent directors is 140000 yuan per year after tax.
The independent directors of the company expressed their independent opinions on this matter.
See the website of Shenzhen stock exchange for the independent opinions of independent directors on matters related to the 15th meeting of the Fourth Board of directors（ http://www.szse.cn. ）And tide information network（ http://www.cn.info.com.cn. )。
