Securities code: Leyard Optoelectronic Co.Ltd(300296) securities abbreviation: Leyard Optoelectronic Co.Ltd(300296) Announcement No.: 2022012 Leyard Optoelectronic Co.Ltd(300296)
Announcement of the resolutions of the 31st meeting of the 4th board of supervisors
The company and all members of the board of supervisors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Meetings of the board of supervisors
Leyard Optoelectronic Co.Ltd(300296) (hereinafter referred to as “the company”) the 31st meeting of the 4th board of supervisors was held in the company’s conference room on April 14, 2022 in the form of on-site meeting and communication meeting. On April 2, 2022, the company sent the notice of convening the meeting of the board of supervisors by e-mail. The meeting shall be chaired by Bai Jianjun, chairman of the board of supervisors. The convening, convening and voting procedures of the meeting comply with the company law of the people’s Republic of China and other relevant laws, administrative regulations, rules, normative documents, Leyard Optoelectronic Co.Ltd(300296) articles of association and Leyard Optoelectronic Co.Ltd(300296) rules of procedure of the board of supervisors. The resolutions formed at the meeting are legal and effective.
2、 Deliberation at the meeting of the board of supervisors
The following proposals were reviewed and approved by the supervisors attending the meeting:
(I) review and approve the work report of the board of supervisors in 2021;
The board of supervisors of the company shall earnestly perform and exercise the supervisory powers and responsibilities of the board of supervisors in strict accordance with relevant laws and regulations, the articles of association and other relevant provisions and requirements. Sixteen meetings of the board of supervisors were held during the reporting period. Members of the board of supervisors attended the board of directors and shareholders’ meetings held during the reporting period as nonvoting delegates, and effectively supervised the company’s business activities, financial status, related party transactions, major decisions, convening procedures of shareholders’ meetings and the performance of duties by directors and senior managers, so as to better protect the interests of shareholders, the interests of the company and the legitimate rights and interests of employees, Promoted the standardized operation of the company.
For details, see the work report of the board of supervisors in 2021 disclosed by the company on the gem information disclosure platform designated by the CSRC on the same day of this announcement.
Voting results: 3 in favor, 0 against and 0 abstention; The proposal was passed.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
(II) deliberating and adopting the annual report for 2021 and its summary;
After review, the board of supervisors believes that the procedures for the preparation and review of the company’s 2021 annual report by the board of directors comply with laws, administrative regulations and the provisions of the CSRC. The contents of the report truly, accurately and completely reflect the actual situation of the listed company, and there are no false records, misleading statements or major omissions.
For details, see the 2021 annual report and its summary disclosed by the company on the gem information disclosure platform designated by the CSRC on the same day of this announcement.
Voting results: 3 in favor, 0 against and 0 abstention; The motion was passed.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
(III) review and approve the 2021 annual audit report;
For details, see the 2021 annual audit report disclosed by the company on the gem information disclosure platform designated by the CSRC on the same day of this announcement.
Voting results: 3 in favor, 0 against and 0 abstention; The motion was passed.
(IV) deliberating and adopting the financial final accounts report of 2021;
For details, please refer to the 2021 financial statement disclosed by the company on the gem information disclosure platform designated by the CSRC on the same day of this announcement.
Voting results: 3 in favor, 0 against and 0 abstention; The motion was passed.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
(V) deliberated and passed the proposal on the company’s profit distribution plan for 2021;
Audited by Lixin Certified Public Accountants (special general partnership), the net profit attributable to the owner of the parent company in 2021 was 61089462218 yuan and the net profit of the parent company was 37529251405 yuan. According to the relevant provisions of the Leyard Optoelectronic Co.Ltd(300296) articles of Association (hereinafter referred to as the “articles of association”), after the company withdraws 3752925141 yuan of the statutory surplus reserve according to 10% of the net profit of the parent company, as of December 31, 2021, the profit available for distribution to the shareholders of the company is 318439159898 yuan, and the balance of the capital reserve of the company is 201294756386 yuan.
According to the relevant provisions of the company law and the articles of association, the company plans to distribute cash dividends of RMB 0.5 (including tax) to all shareholders for every 10 shares based on the total share capital (excluding repurchased shares) on the equity registration date when the annual equity distribution plan in 2021 will be implemented in the future, without bonus shares or capital reserve transferred to share capital, and the remaining undistributed profits will be carried forward to the next year. If the company’s total share capital of 2527382397 shares after deducting the repurchased shares in the repurchase account as of March 31, 2022 is taken as the base for calculation (total share capital of 2542901478 shares and repurchased shares of 15519081 shares), the total cash dividend is expected to be 12636911985 yuan.
If, during the implementation of the profit distribution plan, the total share capital of the company changes due to the conversion of convertible bonds into shares, share repurchase and other reasons, the total distribution calculated according to the latest total share capital of the company will be disclosed in the profit distribution implementation announcement of the company in accordance with the principle of unchanged cash dividend proportion.
Voting results: 3 in favor, 0 against and 0 abstention; The motion was passed.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation and implementation after being deliberated and approved by the general meeting of shareholders.
(VI) review and approve the special report on the deposit and actual use of raised funds in 2021; For details, see the special report on the deposit and actual use of raised funds in 2021 disclosed by the company on the gem information disclosure platform designated by the CSRC on the same day of this announcement.
Voting results: 3 in favor, 0 against and 0 abstention; The motion was passed.
(VII) deliberating and adopting the 2021 internal control self-evaluation report;
For details, please refer to the 2021 internal control self-evaluation report disclosed by the company on the gem information disclosure platform designated by the CSRC on the same day of this announcement.
Voting results: 3 in favor, 0 against and 0 abstention; The motion was passed.
(VIII) deliberated and passed the proposal on the provision for asset impairment;
According to the accounting standards for business enterprises and relevant accounting policies of the company, the company has withdrawn the bad debt reserves and inventory falling price reserves, which is in line with the actual situation of the company and the requirements of the principle of financial prudence, so that the financial statements of the company in 2021 can more fairly reflect the financial status, asset value and operating results of the company as of December 31, 2021. The decision-making procedure of the company’s board of directors on this proposal complies with the relevant provisions of relevant laws and regulations, and the board of supervisors agrees with the withdrawal of the company’s asset impairment provision this time.
For details, see the announcement on the provision for asset impairment disclosed by the company on the gem information disclosure platform designated by the CSRC on the same day of this announcement.
Voting results: 3 in favor, 0 against and 0 abstention; The motion was passed.
(IX) review the proposal on the remuneration scheme of directors, supervisors and senior managers of the company in 2022;
For details, please refer to the remuneration plan for directors, supervisors and senior managers in 2022 disclosed by the company on the gem information disclosure platform designated by the CSRC on the same day of this announcement.
All supervisors of the company avoided voting on this proposal, so this proposal is directly submitted to the general meeting of shareholders of the company for deliberation. (x) deliberated and passed the proposal on the prediction of the company’s daily connected transactions in 2022;
According to the business cooperation and the needs of the company’s business development, it is agreed that the total amount of related party transactions between the company and its holding company and the related party Lijing microelectronics technology (Jiangsu) Co., Ltd. in 2022 is expected to be 41000442 million yuan.
For details, see the announcement on the prediction of the company’s daily connected transactions in 2022 disclosed by the company on the gem information disclosure platform designated by the CSRC on the same day of this announcement.
Voting results: 2 in favor, 0 against and 0 abstention; The above matters constitute related party transactions. Ms. Pan Tong, the related supervisor, avoided voting, and the proposal was passed.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
（11） Deliberated and passed the proposal on the company applying for credit from the bank and providing guarantee and connected transactions by connected persons;
Mr. Li Jun, the controlling shareholder and actual controller of the company, and Ms. Yang Yani, her spouse, provide free guarantee for the company’s application for comprehensive bank credit, which is conducive to the company’s obtaining bank credit line and ensuring the company’s production and operation. This affiliated guarantee company is a pure beneficiary, there is no benefit transmission, and does not damage the interests of the company and other small and medium-sized shareholders. Therefore, we agree that the company will apply to China Agricultural Bank Of China Limited(601288) Beijing Pilot Free Trade Zone Branch (hereinafter referred to as ” Agricultural Bank Of China Limited(601288) “) for a comprehensive credit line of RMB 200 million with a term of one year. The specific business types shall be subject to the final approval of Agricultural Bank Of China Limited(601288) and the actual controller Li junxiansheng and her spouse Ms. Yang Yani will provide unlimited joint and several liability guarantee.
For details, see the announcement on the company applying for credit from the bank and providing guarantee and connected transactions by connected persons, which was disclosed by the company on the same day of this announcement on the gem information disclosure platform designated by the CSRC. Voting results: 3 in favor, 0 against and 0 abstention; The motion was passed.
（12） Deliberated and passed the proposal on the extension of the raised capital investment project “LED application industry south headquarters project”;
The extension of the “LED application industry south headquarters project” is made by the company according to the actual implementation and business needs of the project, which is in line with the objective actual situation of the company. There is no change or disguised change in the investment direction of the raised funds and damage to the interests of the company’s shareholders, nor any violation of the relevant provisions on the use of the raised funds in laws, regulations and normative documents. Therefore, we unanimously agree that the company will extend the “LED application industry south headquarters project”.
For details, see the announcement on the extension of the “LED application industry south headquarters project” of the fund-raising investment project disclosed by the company on the same day of this announcement on the gem information disclosure platform designated by the CSRC.
Voting results: 3 in favor, 0 against and 0 abstention; The motion was passed.
This proposal shall be submitted to the bondholders’ meeting of the company for deliberation.
（13） The proposal on Amending the rules of procedure of the board of supervisors was considered and adopted.
For details, see the rules of procedure of the board of supervisors disclosed by the company on the gem information disclosure platform designated by the CSRC on the same day of this announcement.
Voting results: 3 in favor, 0 against and 0 abstention; The motion was passed.
3、 Documents for future reference
1. Resolution of the 31st meeting of Leyard Optoelectronic Co.Ltd(300296) the 4th board of supervisors;
2. Other documents required by SZSE.
It is hereby announced.
Leyard Optoelectronic Co.Ltd(300296) board of supervisors April 14, 2022
