Securities code: Leyard Optoelectronic Co.Ltd(300296) securities abbreviation: Leyard Optoelectronic Co.Ltd(300296) Announcement No.: 2022011 Leyard Optoelectronic Co.Ltd(300296)
Announcement of the resolution of the 35th meeting of the 4th 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
Leyard Optoelectronic Co.Ltd(300296) (hereinafter referred to as "the company") the 35th meeting of the Fourth Board of directors was held in the company's conference room on April 14, 2022 in a combination of on-site meeting and communication meeting. On April 2, 2022, the company sent the notice of convening the meeting of the board of directors by e-mail. The meeting shall be presided over by Li Jun, the chairman of the company. This meeting complies with the company law of the people's Republic of China and other relevant laws, administrative regulations, rules and normative documents, the Leyard Optoelectronic Co.Ltd(300296) articles of Association (hereinafter referred to as the "articles of association") and the rules of procedure of Leyard Optoelectronic Co.Ltd(300296) board of directors. The resolutions formed at the meeting are legal and effective.
2、 Deliberations of the board meeting
After discussion and voting by open ballot, the following proposals were adopted:
(I) deliberating and adopting the 2021 annual report and its summary;
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: 5 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.
(II) 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: 5 in favor, 0 against and 0 abstention; The motion was passed.
(III) deliberating and adopting the work report of the board of directors in 2021;
See the annual report of 2021 for the work report of the board of directors of the company;
The independent directors of the company have submitted the report on the work of independent directors in 2021 respectively and will report on their work at the general meeting of shareholders in 2021. For details, please refer to the work report of independent directors 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: 5 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.
(IV) review and approve the work report of the general manager in 2021;
See the 2021 general manager's work report disclosed by the company on the gem information disclosure platform designated by the CSRC on the same day of this announcement for details.
Voting results: 5 in favor, 0 against and 0 abstention; The motion was passed.
(V) 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: 5 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.
(VI) 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.
The independent directors of the company expressed independent opinions on this matter and believed that the profit distribution plan of the company in 2021 matched the growth of the company's performance, did not violate the relevant provisions of the company law and the articles of association, did not damage the interests of the shareholders of the company, especially the minority shareholders, and was conducive to the normal operation and healthy development of the company. It is agreed to submit the plan to the general meeting of shareholders for deliberation.
Voting results: 5 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.
(VII) 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.
The independent directors of the company expressed clear independent opinions on the matter and believed that the special report on the deposit and actual use of raised funds in 2021 prepared by the company was true, accurate and complete, and there were no false records, misleading statements and major omissions; The assurance report on the special report on the deposit and use of raised funds issued by Lixin Certified Public Accountants (special general partnership) complies with the provisions of relevant laws and regulations such as the guidelines for self discipline supervision of listed companies on Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM, and truthfully reflects the actual deposit and use of raised funds of the company in 2021. There is no violation of the deposit and use of raised funds.
The sponsor China Securities Co.Ltd(601066) (hereinafter referred to as " China Securities Co.Ltd(601066) ") issued the special verification report of China Securities Co.Ltd(601066) on the deposit and use of Leyard Optoelectronic Co.Ltd(300296) raised funds in 2021 for the deposit and use of the company's annual raised funds, and Lixin Certified Public Accountants (special general partnership) also issued the verification report of the special report on the deposit and use of Leyard Optoelectronic Co.Ltd(300296) raised funds for the special description of the company.
Voting results: 5 in favor, 0 against and 0 abstention; The motion was passed.
(VIII) deliberating and adopting the self-evaluation report on internal control in 2021;
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.
The independent directors of the company expressed clear independent opinions on the self-evaluation report of the company's internal control and believed that the self-evaluation report of the company's internal control in 2021 comprehensively, objectively and truly reflected the actual situation of the construction and operation of the company's internal control system.
The sponsor China Securities Co.Ltd(601066) issued the verification opinions of China Securities Co.Ltd(601066) on the self-evaluation report of Leyard Optoelectronic Co.Ltd(300296) internal control in 2021, and Lixin Certified Public Accountants (special general partnership) also issued the assurance report of Leyard Optoelectronic Co.Ltd(300296) internal control.
Voting results: 5 in favor, 0 against and 0 abstention; The motion was passed.
(IX) review and adopt the report on environment, society, governance (ESG) and social responsibility in 2021; For details, please refer to the 2021 environmental, social, governance (ESG) and social responsibility report disclosed by the company on the gem information disclosure platform designated by the CSRC on the same day of this announcement.
Voting results: 5 in favor, 0 against and 0 abstention; The motion was passed.
(x) deliberated and passed the proposal on the provision for asset impairment;
The provision for asset impairment this time is in line with the accounting standards for business enterprises and relevant accounting policies of the company, with sufficient basis, reflecting the principle of accounting prudence and in line with the actual situation of the company. After the provision for asset impairment is withdrawn, the company's financial position, asset value and operating results as of December 31, 2021 can be more fairly reflected, making the company's accounting information more reasonable. Therefore, we agree with the company's provision for asset impairment 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: 5 in favor, 0 against and 0 abstention; The motion was passed.
（11） Deliberating the proposal on the remuneration scheme of the company's directors, supervisors and senior managers 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.
The independent directors of the company expressed clear independent opinions on the plan, believed that the remuneration of the directors and senior managers of the company complied with relevant laws and regulations, the articles of association and other relevant provisions, and agreed to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation. Independent directors are not required to express independent opinions on the remuneration of supervisors in the scheme. All directors 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. （12） 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.
The independent directors of the company expressed their prior approval opinions and clear independent opinions on the matter and agreed to the above related party transactions.
Voting results: 5 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.
（13） Deliberated and passed the proposal on the company applying for credit from the bank and providing guarantee and connected transactions by connected persons;
In order to meet the needs of the company's operation and development, it is agreed that the company applies for a comprehensive credit line of RMB 200 million with a term of one year to China Agricultural Bank Of China Limited(601288) Beijing Pilot Free Trade Zone Branch (hereinafter referred to as Agricultural Bank Of China Limited(601288) ). The specific business types are subject to the final reply of Agricultural Bank Of China Limited(601288) and the actual controller Mr. Li Jun and his spouse Ms. Yang Yani 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.
The opinions of the independent board of directors on the disclosure of related matters of the independent board of directors on the same day of the 30th meeting of the independent board of directors of the independent board of directors of the independent board of directors of the independent board of directors of the independent board of directors have been made clear.
Voting results: 4 in favor, 0 against and 0 abstention; Li Jun, the director of the company, as an associated director, avoided voting on this proposal. The motion was passed.
（14） Deliberated and passed the proposal on providing guarantee for the wholly-owned subsidiary Leyard Optoelectronic Co.Ltd(300296) photoelectric group system integration Co., Ltd;
It is agreed that the wholly-owned subsidiary Leyard Optoelectronic Co.Ltd(300296) optoelectronics group system integration Co., Ltd. (hereinafter referred to as Leyard Optoelectronic Co.Ltd(300296) system integration) applies for a comprehensive credit of RMB 80 million with a term of one year to Bank Of Communications Co.Ltd(601328) Xiamen Branch (hereinafter referred to as Bank Of Communications Co.Ltd(601328) Xiamen Branch). The specific business types shall be subject to the final reply of Bank Of Communications Co.Ltd(601328) Xiamen Branch, and the company shall provide joint and several liability guarantee.
Leyard Optoelectronic Co.Ltd(300296) system is a wholly-owned subsidiary of the company, with good financial condition and stable business development. The company can effectively control relevant risks. This guarantee is conducive to the company's support for Leyard Optoelectronic Co.Ltd(300296) system integration and expansion of financing channels, ensuring its sustainable and steady development, without bringing significant financial risks to the company and damaging the interests of the company and shareholders. This guarantee complies with the relevant provisions of the guidelines for the supervision of listed companies No. 8 - regulatory requirements for capital exchanges and external guarantees of listed companies, the articles of association and the Leyard Optoelectronic Co.Ltd(300296) external guarantee management system of the CSRC.
For details, see the announcement on providing guarantee for wholly-owned subsidiaries disclosed by the company on the same day of this announcement on the gem information disclosure platform designated by the CSRC.
Voting results: 5 in favor, 0 against and 0 abstention; The motion was passed.
（15） Deliberated and passed the proposal on providing guarantee for Lanshuo culture technology (Shanghai) Co., Ltd., a wholly-owned subsidiary;
Lanshuo culture technology (Shanghai) Co., Ltd. (hereinafter referred to as "Lanshuo technology"), a wholly-owned subsidiary of the company, is approved to apply for a comprehensive credit line of RMB 50 million with a term of one year to Bank Of Communications Co.Ltd(601328) Shanghai Jiading sub branch (hereinafter referred to as " Bank Of Communications Co.Ltd(601328) Jiading sub branch"), and the specific business types shall be subject to the final approval of Bank Of Communications Co.Ltd(601328) Jiading sub branch, and the company shall provide unlimited joint and several liability guarantee.
Lanshuo technology is a wholly-owned subsidiary of the company, with good financial condition and stable business development. The company can effectively control relevant risks. This guarantee is conducive to the company's support for Lanshuo technology to expand financing channels and ensure its sustainable and steady development. It will not bring significant financial risks to the company and will not damage the interests of the company and shareholders. This guarantee complies with the guidelines for the supervision of listed companies No. 8 - listed companies issued by the CSRC
