Securities code: Sunwoda Electronic Co.Ltd(300207) securities abbreviation: Sunwoda Electronic Co.Ltd(300207) Announcement No.: Xin 2022076 Sunwoda Electronic Co.Ltd(300207)
Announcement of resolutions of the 30th 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.
The notice of the 30th meeting of the 5th board of directors of Sunwoda Electronic Co.Ltd(300207) (hereinafter referred to as " Sunwoda Electronic Co.Ltd(300207) " or "the company") was sent by hand, telephone, wechat and other means on February 22, 2022. The meeting was held at 10:00 a.m. on April 11, 2022 in the company's conference room in a combination of on-site and communication. The board of directors should have 7 directors and actually 7 directors. The meeting was presided over by Mr. Wang Wei, chairman of the board. The meeting was convened and held in accordance with the company law of the people's Republic of China (hereinafter referred to as the "company law") and the Sunwoda Electronic Co.Ltd(300207) articles of Association (hereinafter referred to as the "articles of association").
The meeting was presided over by Mr. Wang Wei, chairman of the company. After careful deliberation, the directors attending the meeting adopted the following resolutions by open ballot:
1、 The proposal on the review of the 2021 general manager's work report was considered and adopted.
Mr. Wang Wei, the general manager, reported the work of the company in 2021 to the board of directors, and the report involved the company's work summary in 2021 and work plan in 2022.
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
2、 The proposal on reviewing the work report of the board of directors in 2021 was considered and adopted.
See Section III "management discussion and analysis" of the full text of the 2021 annual report disclosed by the company for details of this report. The current independent directors of the company, Mr. Zhang Jianjun, Ms. Yu Qun, Mr. Liu Zhengbing and the outgoing independent director, Ms. Zhong Mingxia (term of office in 2021: January 1, 2021 to November 30, 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. The detailed contents of the work report of the four independent directors are published on cninfo.com, the gem information disclosure website designated by the CSRC（ http://www.cn.info.com.cn. ）Relevant announcements.
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
3、 The proposal on the review of the company's annual report for 2021 and its summary was reviewed and adopted.
The full text and abstract of the company's 2021 annual report are published on cninfo.com, the gem information disclosure website designated by the CSRC（ http://www.cn.info.com.cn. ）Relevant announcements.
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
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 review of the company's 2021 annual financial statement report was deliberated and adopted.
The detailed contents of the company's 2021 annual financial statement are published on the gem information disclosure website cninfo.com designated by the CSRC（ http://www.cn.info.com.cn. ）Relevant announcements. Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
5、 The proposal on reviewing the company's profit distribution plan for 2021 was reviewed and passed.
Audited by ShineWing Certified Public Accountants (special general partnership), the net profit attributable to the shareholders of the parent company in 2021 was 91565408418 yuan, and the net profit of the parent company was 132415222485 yuan. According to the guidelines for self discipline supervision of Listed Companies in Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM and other regulations, According to the principle of the lower of the distributable profit of the parent company and the distributable profit of the consolidated financial statements, plus the opening undistributed profit of 277281302151 yuan after retroactive adjustment by the accounting standards for business enterprises and relevant new regulations, after deducting the Profit Dividend of 11027295911 yuan in 2020, the company withdraws the surplus reserve of 13241522249 yuan at the proportion of 10% of the net profit of the parent company, The actual profit available for distribution at the end of the year was 344577892409 yuan.
According to the provisions of the company law and the articles of association, combined with the actual operation of the company, it is proposed to distribute cash of RMB 0.70 (tax included) for every 10 shares to all shareholders based on the total share capital of 1718957276 shares of the company on December 31, 2021, with a total of RMB 12032700932 (tax included), and the remaining undistributed profits are carried forward to the next year.
If the adjustment principle of the plan occurs in the case of equity incentive exercise, convertible bond to equity swap, share repurchase, etc. from the announcement of the plan to the implementation, the company will disclose the distribution proportion calculated according to the latest total share capital of the company in the plan implementation announcement in accordance with the principle of "the total amount of cash dividends, the total amount of bonus shares and the total amount of capital reserve converted into share capital are fixed".
The independent directors have expressed their independent opinions on this proposal. The independent directors believe that the profit distribution plan of the board of directors for 2021 complies with the provisions of relevant laws and regulations and the articles of association, conforms to the current actual situation of the company, is conducive to the formation of a good investment relationship between the listed company and shareholders, and is conducive to the long-term and stable development of the company. They agree with the profit distribution plan of the board of directors and submit it to the general meeting of shareholders for deliberation.
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
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 provision for asset impairment in 2021 was reviewed and approved.
The specific contents of the company's announcement on the provision for asset impairment in 2021 are published on cninfo.com, the gem information disclosure website designated by the CSRC（ http://www.cn.info.com.cn. ）Relevant announcements.
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
Independent directors have expressed independent opinions on this proposal.
7、 The proposal on reviewing the company's self-evaluation report on internal control in 2021 was reviewed and adopted. The specific contents of the company's self-evaluation report on internal control in 2021 are published on cninfo.com, the gem information disclosure website designated by the CSRC（ http://www.cn.info.com.cn. ）Relevant announcements.
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
Independent directors have expressed independent opinions on this proposal.
8、 The proposal on reviewing the company's special report on the deposit and use of raised funds in 2021 was reviewed and adopted.
The specific contents of the company's special report on the deposit and use of raised funds in 2021 are published on cninfo.com, the gem information disclosure website designated by the CSRC（ http://www.cn.info.com.cn. ）Relevant announcements.
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
Independent directors have expressed independent opinions on this proposal.
9、 The proposal on providing guarantee for subsidiaries was deliberated and adopted.
The specific contents of the company's announcement on providing guarantees for subsidiaries are published on cninfo.com, the gem information disclosure website designated by the CSRC（ http://www.cn.info.com.cn. ）Relevant announcements.
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
Independent directors have expressed independent opinions on this proposal.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
10、 The proposal on reviewing the company's special report on Securities and derivatives investment in 2021 was reviewed and adopted.
The specific contents of the company's special report on Securities and derivatives investment in 2021 are published on cninfo.com, the gem information disclosure website designated by the CSRC（ http://www.cn.info.com.cn. ）Relevant announcements.
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
Independent directors have expressed independent opinions on this proposal.
11、 The proposal on renewing the appointment of accounting firms in 2022 was deliberated and adopted.
The specific contents of the company's announcement on renewing the appointment of accounting firms in 2022 are published on cninfo.com, the gem information disclosure website designated by the CSRC（ http://www.cn.info.com.cn. ）Relevant announcements.
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
This proposal has been approved in advance by all independent directors and has expressed independent opinions.
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 prediction of new daily connected transactions in 2022 was considered and adopted.
The specific contents of the company's announcement on the prediction of new daily connected transactions in 2022 are published on cninfo.com, the gem information disclosure website designated by the CSRC（ http://www.cn.info.com.cn. ）Relevant announcements.
Voting result: 6 affirmative votes; No negative vote; There were no abstentions.
This proposal has been approved in advance by all independent directors and expressed independent opinions, and the related director Mr. Zhang Jianjun avoided voting.
13、 The proposal on reviewing the company's corporate social responsibility report in 2021 was considered and adopted. For details of the company's corporate social responsibility report in 2021, please refer to cninfo.com, the gem information disclosure website designated by China Securities Regulatory Commission（ http://www.cn.info.com.cn. ）Relevant announcements. Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
14、 The proposal on convening the 2021 annual general meeting of shareholders was deliberated and adopted.
The 2021 annual general meeting of shareholders is scheduled to be held on May 11, 2022, and the proposals 2-5, 9 and 11 considered by the board of directors are submitted to the 2021 annual general meeting of shareholders for deliberation.
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
It is hereby announced.
Sunwoda Electronic Co.Ltd(300207) board of directors
April 13, 2022
