Securities code: Guangdong Ellington Electronics Technology Co.Ltd(603328) securities abbreviation: Guangdong Ellington Electronics Technology Co.Ltd(603328) Announcement No.: pro 2022010 Guangdong Ellington Electronics Technology Co.Ltd(603328)
Announcement on the resolutions of the 14th meeting of the 5th board of directors
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and are liable for false records, misleading statements or major omissions in the announcement.
1、 Meetings of the board of directors
1. The board of directors was convened by Mr. Xiahui, chairman of the company, and the notice of the meeting was sent by e-mail on March 31, 2022.
2. The board of directors was held at 10:30 a.m. on April 11, 2022 by combining on-site and network communication.
3. All 9 directors of the board of directors attended the meeting, including Ms. Yuan Hong, Ms. Zeng Qiu and Mr. He Wei, the independent director, who attended the meeting and voted by fax through network communication, and the other 6 directors attended the on-site meeting and voted.
4. The meeting of the board of directors was held in accordance with the company law of the people's Republic of China and the articles of association.
2、 Deliberations at the board meeting:
1. The general manager's work report for 2021 was reviewed and adopted
Voting results: 9 in favor, 0 against and 0 abstention.
2. The work report of the board of directors in 2021 was reviewed and adopted
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
3. Reviewed and adopted the financial final accounts report of 2021
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
4. The annual report for 2021 and its summary were considered and adopted
The board of directors agreed to report the company's 2021 annual report and 2021 annual report summary to the public. For details, see the company's disclosure on the website of Shanghai Stock Exchange (www.sse. Com. CN.) on April 13, 2022 Full text of 2021 annual report and summary of 2021 annual report. Voting results: 9 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
5. The 2021 profit distribution plan was reviewed and approved
According to the audit of Dahua Certified Public Accountants (special general partnership), as of December 31, 2021, the company's net profit of this year was 15060776404 yuan. After withdrawing 1199789133 yuan of statutory surplus reserve according to 10% of the parent company's net profit of 11997891332 yuan, plus 86675938491 yuan of undistributed profit at the beginning of the year, deducting 9984426110 yuan of distributed profit in 2021, as of December 31, 2021, The company's accumulated profit available for distribution to shareholders is 90552499652 yuan.
According to the requirements of the CSRC's guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies, the articles of association and the company's shareholder return plan for the next three years (20202022), combined with the actual situation of the company, the company's profit distribution plan for 2021 is to distribute cash dividends of 0.68 yuan (including tax) to all shareholders based on the total share capital on the date of equity registration. In 2021, the surplus reserve and capital reserve will not be converted into share capital. The profit distribution plan complies with the provisions of relevant dividend policies, ensures the reasonable return of shareholders and does not damage the interests of shareholders of the company, especially small and medium-sized shareholders.
According to the current total share capital of the company, the proposed dividend amount of the company's profit distribution plan in 2021 is 67894097548 yuan (including tax), accounting for no less than 30% of the net profit attributable to the shareholders of the listed company in the consolidated statement of 2021, There is no situation in article 6.5.7 of the guidelines for self discipline supervision of listed companies of Shanghai Stock Exchange No. 1 - standardized operation that "the ratio of the total cash dividend to be distributed to the net profit attributable to the shareholders of the listed company in the current year is less than 30%".
For details, please refer to China Securities Journal, Shanghai Securities News, securities times, securities daily and the website of Shanghai Stock Exchange (www.sse. Com. CN.) published by the company on the same day Announcement on profit distribution plan in 2021 (Announcement No.: pro 2022012).
The independent directors of the company expressed independent opinions on the profit distribution plan of the company. For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) on the same day Independent opinions of independent directors on the 14th meeting of the Fifth Board of directors and related matters in 2021.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
6. The 2021 internal control evaluation report was reviewed and adopted
Independent directors issued independent opinions on the report, and the board of supervisors issued special verification opinions on the report. For details, see the company's disclosure on the website of Shanghai Stock Exchange (www.sse. Com. CN.) on April 13, 2022 Internal control evaluation report in 2021.
Voting results: 9 in favor, 0 against and 0 abstention.
7. The special report on the deposit and actual use of the company's raised funds in 2021 was reviewed and adopted
For details, see the company's disclosure on the website of Shanghai Stock Exchange (www.sse. Com. CN.) on April 13, 2021 Special report on the deposit and actual use of raised funds in 2021 (Announcement No.: pro 2022013)
Voting results: 9 in favor, 0 against and 0 abstention.
8. The proposal on correction of accounting errors in the early stage of the company was deliberated and adopted
The board of directors of the company believes that the correction of accounting errors in the early stage complies with the provisions of the accounting standards for Business Enterprises No. 28 - changes in accounting policies and accounting estimates and error correction, the preparation rules of information disclosure of companies offering securities to the public No. 19 - correction and related disclosure of financial information and other relevant documents of the China Securities Regulatory Commission, and the corrected financial data and financial statements can be more authentic, comprehensive and reliable Objectively reflect the company's financial situation and operating results. Agree to the correction of accounting errors in the previous period. For details, please refer to China Securities Journal, Shanghai Securities News, securities times, securities daily and the website of Shanghai Stock Exchange (www.sse. Com. CN.) published by the company on April 13, 2022 Announcement on correction of previous accounting errors (Announcement No.: pro 2022014).
The independent directors of the company have expressed independent opinions on the above matters. See the website of Shanghai Stock Exchange (www.sse. Com. CN.) for the independent opinions of independent directors on the 14th meeting of the Fifth Board of directors and related matters in 2021.
Voting results: 9 in favor, 0 against and 0 abstention.
9. The proposal on increasing the amount of daily connected transactions in 2022 was considered and approved
Considering the business development and possible changes, the company plans to increase the estimated amount of daily related party transactions with the controlling shareholder Harbin Jiuzhou Group Co.Ltd(300040) subordinate controlled enterprises in 2022, with an increase of about 24 million yuan. For details, see the company's disclosure on the website of Shanghai Stock Exchange (www.sse. Com. CN.) on April 13, 2022 Announcement on increasing the estimated amount of daily connected transactions in 2022 (Announcement No.: pro 2022015).
According to the relevant provisions of the Listing Rules of Shanghai Stock Exchange, the proposal is a related party transaction. The independent directors have expressed their prior approval opinions and independent opinions on the proposal. For details, see the company's disclosure on the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN) Prior approval letter of independent directors on the company's increase in the estimated amount of daily connected transactions in 2022 and independent opinions of independent directors on relevant matters of the 14th meeting of the Fifth Board of directors. Mr. Xia Hui, Ms. Yuan Hong, Ms. Zeng Qiu, Mr. Tan Jun and Mr. LAN Yingjie, affiliated directors of the company, abstained from voting, and other non affiliated directors unanimously agreed to this proposal.
Voting results: 4 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
10. The proposal on leasing real estate and related party transactions of wholly-owned subsidiaries was deliberated and adopted
According to the actual business needs, Eaton Hong Kong plans to lease the plant located in block a (about 3149 feet) on the 8th floor of Huili industrial center, No. 30-38, Tsuen King Garden, Tsuen Wan, Hong Kong under the name of Tengda real estate. The lease term is from May 1, 2022 to April 30, 2023, and the lease fee is HK $37500 per month. For details, see the company's disclosure on the website of Shanghai Stock Exchange (www.sse. Com. CN.) on April 13, 2022 Announcement on leasing real estate and related party transactions of wholly-owned subsidiaries (Announcement No.: pro 2022016).
According to the relevant provisions of the Listing Rules of Shanghai Stock Exchange, the proposal is a related party transaction. The independent directors have expressed their prior approval opinions and independent opinions on the proposal. For details, see the company's disclosure on the website of Shanghai Stock Exchange on April 13, 2022 (www.sse. Com. Cn) Independent opinions of independent directors on the 14th meeting of the Fifth Board of directors and related matters in 2021 and prior approval letter of independent directors on leased real estate and related party transactions of wholly-owned subsidiaries. Mr. Li Yongsheng, an affiliated director of the company, avoided voting, and the other non affiliated directors unanimously agreed to this proposal.
Voting results: 8 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
11. The proposal on adjusting the company's organizational structure was deliberated and adopted
In order to further improve the company's governance structure, optimize the company's management system, improve the company's management level and operation efficiency, combined with the company's future long-term development plan, it is planned to adjust the company's organizational structure, and authorize the company's management to be responsible for the specific implementation of the company's organizational structure adjustment and further optimization after adjustment. The adjusted organization chart is as follows:
Voting results: 9 in favor, 0 against and 0 abstention.
12. The proposal on appointing the Secretary of the board of directors of the company was deliberated and adopted
It is agreed to appoint Mr. He Gang as the Secretary of the board of directors of the company. The term of office starts from the date of deliberation and approval at this meeting to the expiration of the Fifth Board of directors. For details, please refer to China Securities Journal, Shanghai Securities News, securities times, securities daily and the website of Shanghai Stock Exchange (www.sse. Com. CN) published by the company on the same day Announcement on the appointment of the Secretary of the board of directors (Announcement No.: p.2022017).
The independent directors of the company have expressed independent opinions on the appointment of the Secretary of the board of directors of the company. See the website of Shanghai Stock Exchange (www.sse. Com. CN.) for the independent opinions of independent directors on the 14th meeting of the Fifth Board of directors and related matters in 2021.
Voting results: 9 in favor, 0 against and 0 abstention.
13. Review the proposal on purchasing liability insurance for the company and all directors, supervisors and senior managers
In order to further improve the company's risk management system, reduce the company's operational risks, safeguard the rights and interests of the company and investors, and promote the company's directors, supervisors and senior managers to fully exercise their powers and perform their duties within their scope of responsibilities, the company plans to purchase liability insurance for the company and all directors, supervisors and senior managers in accordance with the standards for the governance of listed companies and other relevant provisions of the CSRC. Specific scheme: the compensation limit is 50 million yuan, the insurance premium expenditure does not exceed 350000 yuan / year, the insurance period is 3 years, and the total amount of 3 years does not exceed 1.05 million yuan. Submit to the general meeting of shareholders of the company to authorize the board of directors and the management authorized by the board of directors to purchase liability insurance for the company and all directors, supervisors and senior managers.
For details, please refer to China Securities Journal, Shanghai Securities News, securities times, securities daily and the website of Shanghai Stock Exchange (www.sse. Com. CN.) published by the company on April 13, 2022 Announcement on purchasing liability insurance for the company and the directors, supervisors and senior executives (Announcement No.: pro 2022018).
The independent directors of the company have expressed independent opinions on the above matters. See the website of Shanghai Stock Exchange (www.sse. Com. CN.) for the independent opinions of independent directors on the 14th meeting of the Fifth Board of directors and related matters in 2021.
According to relevant laws and regulations, all directors avoid voting, and this proposal is directly submitted to the general meeting of shareholders for deliberation.
14. The proposal on Amending the articles of association was deliberated and adopted
In accordance with the guidelines for the articles of association of listed companies and the provisions of relevant laws, regulations and normative documents newly revised and implemented by the CSRC, and in combination with the actual situation of the company, the company plans to revise the relevant provisions in the articles of association. For details, the company disclosed it on the website of Shanghai Stock Exchange (www.sse. Com. CN.) on April 13, 2022 Announcement on Amending the articles of association and other four systems (Announcement No.: p.2022019).
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
15. The proposal on Amending the rules of procedure of the general meeting of shareholders was deliberated and adopted
In accordance with the guidelines for the articles of association of listed companies, the rules for the general meeting of shareholders of listed companies and the provisions of relevant laws, regulations and normative documents newly revised and implemented by the CSRC, and in combination with the actual situation of the company, the company plans to revise the relevant provisions of the rules of procedure for the general meeting of shareholders. For details, the company disclosed it on the website of Shanghai Stock Exchange (www.sse. Com. CN.) on April 13, 2022 Announcement on Amending the articles of association and other four systems (Announcement No.: p.2022019).
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal
