Securities code: Ledman Optoelectronic Co.Ltd(300162) securities abbreviation: Ledman Optoelectronic Co.Ltd(300162) Announcement No.: 2022004 Ledman Optoelectronic Co.Ltd(300162)
Announcement on the resolution of the second 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 without false records, misleading statements or major omissions.
Ledman Optoelectronic Co.Ltd(300162) (hereinafter referred to as “the company”) the second meeting of the Fifth Board of directors was held on April 11, 2022 in the conference room on the fifth floor of the company headquarters by on-site and communication. The notice of the meeting was sent to all directors by mail and written form on April 1, 2022. The meeting was presided over by Mr. Li MANTIE, the chairman of the board of directors. There were seven directors who should be present and actually seven directors; Supervisors and senior managers of the company attended the meeting as nonvoting delegates; The meeting complies with the relevant provisions of the company law of the people’s Republic of China and the articles of association. The directors attending the meeting deliberated and passed the following proposals by voting, and formed the following resolutions:
(I) deliberated and passed the proposal on the president’s work report in 2021;
Voting results: 7 in favor, 0 against and 0 abstention.
(II) deliberated and passed the proposal on the work report of the board of directors in 2021;
For the work report of the board of directors in 2021, see “section III Management Discussion and analysis” of the company’s annual report in 2021.
The current independent directors of the company, Ms. Liao Zhaohui, Mr. Jin Peng, Mr. Zhou Yuhua and the then independent director, Mr. Wang Shouli, 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. For details of the report, please refer to cninfo.com (www.cn. Info. Com. CN), the gem information disclosure website designated by the CSRC, For investors to consult.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
(III) the proposal on 2021 annual report and summary was deliberated and adopted;
For details, please refer to the company’s website on the same day (www.cn. Info. Com. CN.) For the disclosed annual report of 2021 and the summary of annual report of 2021 (Announcement No.: 2022006), please refer to cninfo.com.cn on April 13, 2022 And securities times, China Securities News, Shanghai Securities News and Securities Daily.
The directors, supervisors and senior managers of the company express the following confirmation opinions on the 2021 annual report: as a director, supervisor and senior manager of Ledman Optoelectronic Co.Ltd(300162) in accordance with the requirements of Article 82 of the securities law, I guarantee that the content of the 2021 annual report of the company is true, accurate and complete without any false records, misleading statements or major omissions, and I am responsible for the authenticity Individual and joint liability for accuracy and completeness.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
(IV) the proposal on 2021 financial report was deliberated and adopted;
In accordance with the accounting standards for business enterprises – Basic Standards issued by the Ministry of Finance and the rules for the preparation of information disclosure by companies offering securities to the public No. 15 – General Provisions on financial reports issued by the China Securities Regulatory Commission, the company has prepared the 2021 financial report, which fairly reflects the company’s financial position as of December 31, 2021 and its operating results in 2021 in all major aspects. Audited by Daxin certified public accountants, the company issued a standard unqualified audit opinion.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
(V) deliberated and passed the proposal on the financial final accounts report of 2021;
For details, please refer to the company’s website on the same day (www.cn. Info. Com. CN.) The disclosed financial statement report of 2021 is available for investors to consult.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
(VI) deliberated and passed the proposal on profit distribution plan for 2021;
Audited by Daxin certified public accountants, as of December 31, 2021, the undistributed profit of the parent company in the current period was negative, and the company did not meet the profit distribution conditions specified in the articles of association. Based on the company’s continuous investment in independent innovative micro led ultra-high definition display technology and production capacity, the demand for operating working capital, the company’s future sustainable development and safeguarding the long-term interests of shareholders and other factors, The board of directors of the company proposed the profit distribution plan for 2021 as follows: no profit distribution, no bonus shares, and no conversion of capital reserve into share capital.
For details, please refer to the company’s website on the same day (www.cn. Info. Com. CN.) The announcement on the profit distribution plan of 2021 (Announcement No.: 2022007) disclosed.
The board of directors of the company believes that the profit distribution plan of this year is based on the long-term interests of the company and shareholders, and fully considers the needs of the company’s current operating conditions and future development strategy. There is no situation that damages the interests of shareholders of the company, especially small and medium-sized shareholders.
The independent directors of the company expressed their independent opinions on the proposal. For details, see independent directors’ independent opinions on relevant matters of the second meeting of the Fifth Board of directors of the company.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
(VII) the proposal on self-evaluation report on internal control in 2021 was deliberated and adopted;
For details, please refer to the company’s website on the same day (www.cn. Info. Com. CN.) The self-evaluation report on internal control in 2021 disclosed by the company is available for investors to consult.
The board of supervisors and independent directors of the company issued relevant opinions on the self-evaluation report on internal control in 2021. For details, see announcement on resolutions of the second meeting of the Fifth Board of supervisors (Announcement No.: 2022005) and independent directors’ independent opinions on matters related to the second meeting of the Fifth Board of directors.
Voting results: 7 in favor, 0 against and 0 abstention.
(VIII) deliberated and passed the proposal of the audit committee of the board of directors on the summary report of the accounting firm engaged in the audit of the company in 2021;
Voting results: 7 in favor, 0 against and 0 abstention.
(IX) the proposal on the remuneration scheme for directors and senior managers of the company in 2022 was deliberated and adopted;
In order to encourage the directors and senior managers of the company to give better play to their potential, fully mobilize their work enthusiasm and creativity, improve the operation and management level of the company, and promote the sustainable growth of the company’s economic benefits, according to the guidelines for self discipline supervision of listed companies No. 2 – standardized operation of companies listed on the gem, the remuneration system for directors, supervisors and senior managers of the company and other relevant regulations and requirements, The remuneration and assessment committee of the board of directors of the company has formulated the remuneration scheme for directors and senior managers in 2022 in combination with the main scope, responsibilities and job competence of the management positions of directors and senior managers of the company and the remuneration level of relevant positions in other relevant enterprises. The details are as follows:
The annual salary of non independent directors and senior managers consists of base salary and annual performance salary. The base salary is uniformly planned according to the company’s system, and the performance appraisal is conducted every six months. At the same time, the performance appraisal results are linked to the business objectives completed by the company. The calculation formula of annual performance bonus is as follows: annual performance bonus = annual performance bonus base × Annual company benefit coefficient × Annual personal performance coefficient × Annual service time coefficient; The annual remuneration of independent directors is based on the professional quality, competence and performance of independent directors, combined with the business scale of the company and with reference to the remuneration level of Listed Companies in the same industry. The allowance standard of independent directors of the company is 90000 yuan per year (including tax), which is paid monthly.
The independent directors of the company expressed their independent opinions on the proposal.
Voting results: 7 in favor, 0 against and 0 abstention.
Among them, the 2022 annual remuneration plan of the company’s directors needs to be submitted to the 2021 annual general meeting of shareholders for deliberation. (x) deliberated and passed the proposal on continuing the appointment of financial audit institutions;
Daxin Certified Public Accountants (special general partnership) is qualified for securities and futures related businesses, has many years of experience and ability to audit listed companies, adheres to the principle of independent audit in the process of practice, earnestly performs the responsibilities of the audit institution, and can objectively, fairly and fairly reflect the company’s financial situation and operating results. Therefore, the company plans to continue to hire Daxin Certified Public Accountants (special general partnership) to be responsible for the company’s financial audit in 2022. The audit fee in 2022 is expected to be RMB 800000 (excluding tax). For details, please refer to the company’s website on the same day (www.cn. Info. Com. CN.) Announcement on renewing the appointment of accounting firms (Announcement No.: 2022008).
The independent directors of the company approved the matter in advance and expressed their independent opinions. For details, see the independent directors’ prior approval opinions on matters related to the second meeting of the Fifth Board of directors and the independent directors’ independent opinions on matters related to the second meeting of the Fifth Board of directors.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
（11） The proposal on applying for comprehensive credit line and providing guarantee from banks and other financial institutions was deliberated and adopted;
According to the current development trend and market competition of LED industry, in order to further expand the business scale, improve the profitability and meet the capital needs of the company’s current business development, the company and its subsidiaries within the scope of consolidated statements (hereinafter referred to as “subsidiaries”) plan to apply for a comprehensive credit line with a total amount of no more than RMB 1.5 billion from banks and other financial institutions. The above comprehensive credit line, business type, credit period and guarantee period will be subject to the actual approval of banks and other financial institutions. The credit line is not equal to the actual financing amount of the company and its subsidiaries. The specific use of credit line and guarantee method shall be subject to the actual financing amount of the company and its subsidiaries and banks and other financial institutions. The authorization period is from the date of deliberation and approval of the 2021 annual general meeting of shareholders to the date of convening the next annual general meeting of shareholders. Within the authorization period, the credit line can be recycled.
Within the above-mentioned comprehensive credit line applied to banks and other financial institutions, when the subsidiary carries out financing according to the actual capital demand, the company plans to provide guarantee for the subsidiary’s application for comprehensive credit line, with the total guarantee amount not exceeding 350 million yuan (including), and the actual guarantee amount and guarantee method shall be determined according to the specific circumstances; Relevant guarantee matters shall be subject to the duly signed guarantee agreement; The guarantee amount provided for the same financing business shall not be calculated repeatedly.
For details, please refer to the company’s website on the same day (www.cn. Info. Com. CN.) Announcement on applying for comprehensive credit line and providing guarantee from banks and other financial institutions (Announcement No.: 2022009). The independent directors of the company expressed their independent opinions on the proposal.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
（12） The proposal on Amending the articles of association was deliberated and adopted;
In accordance with the latest provisions of relevant laws, regulations and normative documents such as the securities law, the guidelines for the governance of listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies No. 2 – standardized operation of companies listed on GEM, the guidelines for the articles of Association of listed companies, and in combination with the actual situation of the company, the relevant provisions of the articles of association are revised, See the company’s http://www.cn.info.com.cn The disclosed comparison table for the revision of the articles of association and relevant systems and the revised articles of association.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
（13） The proposal on Amending the rules of procedure of the general meeting of shareholders was deliberated and adopted;
In accordance with the latest provisions of relevant laws, regulations and normative documents such as the securities law, the guidelines for the governance of listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for the self-regulation of listed companies No. 2 – standardized operation of companies listed on GEM, and in combination with the actual situation of the company, the relevant provisions of the rules of procedure of the general meeting of shareholders are revised, See the company’s website on cninfo (www.cn. Info. Com. CN.) on the same day for details of the revision The disclosed comparison table for the revision of the articles of association and relevant systems and the revised rules of procedure of the general meeting of shareholders.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
（14） The proposal on Amending the rules of procedure of the board of directors was deliberated and adopted;
In accordance with the latest provisions of relevant laws, regulations and normative documents such as the securities law, the guidelines for the governance of listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for the self discipline supervision of listed companies No. 2 – the standardized operation of GEM listed companies, and in combination with the actual situation of the company, the relevant provisions of the rules of procedure of the board of directors are revised, See the company’s website on cninfo (www.cn. Info. Com. CN.) on the same day for details of the revision The disclosed comparison table for the revision of the articles of association and relevant systems and the revised minutes of the board of directors
