Securities code: Fullink Technology Co.Ltd(301067) securities abbreviation: Fullink Technology Co.Ltd(301067) Announcement No.: 2022011 Fullink Technology Co.Ltd(301067)
Announcement of resolutions of the 14th meeting of the second 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
The 14th meeting of the board of directors shall be held on April 15, 2024 by means of e-mail, and the notice shall be sent to the second meeting of the board of directors by e-mail. The moderator of this meeting is Mr. Lin Juan, chairman of the board of directors. The company’s supervisors and some senior managers attended the meeting as nonvoting delegates. The procedures of this meeting comply with relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
2、 Deliberations of the board meeting
(I) the proposal on the company’s annual report in 2021 and the summary of the annual report in 2021 was deliberated and passed
The board of directors of the company has prepared the annual report 2021 and the summary of the annual report 2021 in strict accordance with relevant laws, administrative regulations and the provisions of the CSRC. The contents of the report truly, accurately and completely reflect the actual financial situation of the company in 2021, and there are no false records, misleading statements or major omissions.
Voting result: 5 affirmative votes; No negative vote; There were no abstentions.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
For details, please refer to the company’s website on the same day (www.cn. Info. Com. CN.) The company’s 2021 annual report and 2021 annual report summary disclosed.
Mr. Xiao Jie, the general manager of the company, carried out relevant work in 2021 in accordance with the relevant provisions of the articles of association and the general manager working system. The board of directors agreed to Mr. Xiao Jie’s 2021 general manager work report of the company.
Voting result: 5 affirmative votes; No negative vote; There were no abstentions.
This proposal does not need to be submitted to the general meeting of shareholders for deliberation.
(III) the proposal on the work report of the board of directors in 2021 was considered and adopted
In strict accordance with laws and regulations, normative documents, articles of association, rules of procedure of shareholders’ meeting, rules of procedure of board of directors and other relevant provisions, the board of directors of the company implements various resolutions of the shareholders’ meeting, earnestly performs its duties and constantly standardizes corporate governance. The board of directors has prepared the work report of the board of directors in 2021 on the performance of duties in 2021, which will be reported to all shareholders at the annual general meeting of shareholders. The independent directors have prepared the report on their work in 2021 and will report to all shareholders at the annual general meeting.
Voting result: 5 affirmative votes; No negative vote; There were no abstentions.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(IV) the proposal on the company’s 2021 annual financial statement report was deliberated and adopted
According to the company’s operating performance and financial data in 2021, the company has prepared the company’s financial final account report in 2021, and made a summary report on the financial work and specific financial revenue and expenditure in 2021. The contents of the report truly, accurately and completely reflect the financial situation of the company in 2021, and there are no false records, misleading statements or major omissions.
Voting result: 5 affirmative votes; No negative vote; There were no abstentions.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
For details, please refer to the company’s website on the same day (www.cn. Info. Com. CN.) The company’s 2021 financial statement disclosed.
(V) the proposal on the company’s profit distribution plan in 2021 was reviewed and approved
In view of the current good production and operation status of the company, the company has formulated a profit distribution plan for 2021 on the premise of ensuring the sustainable operation and long-term development of the company based on the principle of returning shareholders and sharing operating results with shareholders.
Voting result: 5 affirmative votes; No negative vote; There were no abstentions.
Independent directors have expressed their independent opinions on this proposal.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
For details, please refer to the company’s website on the same day (www.cn. Info. Com. CN.) The company’s announcement on the profit distribution plan for 2021 disclosed.
(VI) the proposal on the company’s special report on the deposit and use of raised funds in 2021 was reviewed and approved
In accordance with the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies issued by the China Securities Regulatory Commission, the guidelines for the self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the gem issued by the Shenzhen Stock exchange and relevant format guidelines, the company hereby formulates the special report on the deposit and use of raised funds in 2021, The contents of the report truly, accurately and completely reflect the actual situation of the deposit and use of the company’s raised funds in 2021, and there are no false records, misleading statements or major omissions.
Voting result: 5 affirmative votes; No negative vote; There were no abstentions.
Independent directors have expressed their independent opinions on this proposal.
This proposal does not need to be submitted to the general meeting of shareholders for deliberation.
For details, please refer to the company’s website on the same day (www.cn. Info. Com. CN.) Special report on the deposit and use of raised funds in 2021 disclosed by the company.
(VII) deliberated and adopted the report on the self-evaluation of the company’s internal control in 2021
Since its establishment, according to the development needs of the company and the requirements of corporate governance, the company has continuously improved various internal control systems, inspected and supervised the establishment and implementation of various internal controls. The board of directors drew up the company’s self-evaluation report on internal control in 2021 and believed that the company had established a reasonable internal control system in all major aspects and could implement it smoothly as of December 31, 2021. The contents of the report truly, accurately and completely reflect the internal control of the company in 2021, and there are no false records, misleading statements or major omissions.
Voting result: 5 affirmative votes; No negative vote; There were no abstentions.
Independent directors have expressed their independent opinions on this proposal.
This proposal does not need to be submitted to the general meeting of shareholders for deliberation.
For details, please refer to the company’s website on the same day (www.cn. Info. Com. CN.) The company’s self-evaluation report on internal control in 2021 disclosed.
(VIII) reviewed the proposal on the 2022 annual remuneration plan of the company’s directors
The non independent directors of the second board of directors are Lin Juan, Xiao Jie and Song Yu.
Non independent directors shall receive corresponding remuneration according to the labor contract according to their specific management positions in the company, and no additional director allowance shall be received. The remuneration scheme of non independent directors shall be determined with reference to the listed companies in the same industry or a considerable scale of the company and in combination with the company’s operating performance. The annual salary of non independent directors includes basic salary, performance bonus, etc., and their income personal income tax shall be withheld and paid by the company.
The independent directors of the second board of directors take the form of fixed allowance, with the standard of 68000 yuan per year (after tax), and the individual income tax will be withheld and paid by the company. Independent directors are not entitled to other benefits except for the allowance of independent directors.
This plan will be implemented after being deliberated and approved by the company’s 2021 annual general meeting of shareholders, and will automatically become invalid after the new salary plan is approved. Part of the salary received according to the 2021 standard before the scheme comes into effect will be adjusted by the company in the monthly payment after the scheme comes into effect to ensure that the basic salary for the whole year of 2022 will be implemented according to the scheme. Voting result: 0 affirmative votes; No negative vote; No abstention; Avoid 5 votes.
Independent directors have expressed relevant independent opinions on this proposal.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(IX) reviewed and approved the 2022 annual salary plan for senior managers of the company
The senior managers appointed by the second board of directors are Xiao Jie, Song Yu, Chen Yingmei and Chen yingyu. Senior managers receive corresponding remuneration according to their specific management positions in the company and the labor contract. If the senior management of the company concurrently holds the position of director of the company, their remuneration shall be based on the remuneration of the management position, and they will not receive director’s allowance separately.
The remuneration scheme of senior managers shall be determined with reference to the listed companies in the same industry or a considerable scale of the company and in combination with the company’s operating performance. The annual salary of senior managers includes basic salary, performance bonus, etc. after their income reaches the annual business objectives of the company, senior managers can pay personal performance bonus within a certain amount. At the end of each complete fiscal year, the remuneration and assessment committee of the board of directors will assess the company’s senior executives according to the business plan of the previous year, and specifically determine the annual salary amount and payment form of each senior executive.
If the senior management of the company leaves office due to change of term, re-election, resignation within the term of office and other reasons, it shall be calculated and distributed according to their actual term of office.
For the salary received according to the 2021 standard before the scheme takes effect, the company will adjust it in the monthly payment after the scheme takes effect to ensure that the annual basic salary in 2022 is implemented according to the scheme.
Voting result: 3 affirmative votes; No negative vote; No abstention; Avoid two votes.
This proposal does not need to be submitted to the general meeting of shareholders for deliberation.
(x) the proposal on the renewal of the company’s audit institution in 2022 was deliberated and adopted
Tianjian Certified Public Accountants (special general partnership) worked seriously in the audit service in 2021, and was able to realistically evaluate the company’s financial situation and operating results in 2021, and complete the audit work on time. Tianjian Certified Public Accountants (special general partnership) has the qualifications and certified public accountants required to complete the company’s audit work, and has rich audit experience in the company’s industry. The company plans to renew the appointment of Tianjian Certified Public Accountants (special general partnership) as the company’s audit institution in 2022 for one year.
Voting result: 5 affirmative votes; No negative vote; There were no abstentions.
Independent directors have expressed their prior approval opinions and independent opinions on this proposal.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
For details, please refer to the company’s website on the same day (www.cn. Info. Com. CN.) The company’s announcement on renewing the appointment of accounting firms disclosed.
（11） The proposal on the application of comprehensive credit line by the company and its subsidiaries to the bank and the provision of guarantee by the company for the application of comprehensive credit line by its subsidiaries was deliberated and adopted
In order to meet the needs of daily operation, the company and its subsidiaries plan to apply for group credit or credit lines of corresponding banks from some banks in 2022, and the total credit lines to be applied for are RMB 300 million. Under the above credit, the company plans to provide guarantee for its wholly-owned subsidiaries Huizhou Yaoying Precision Technology Co., Ltd., Guangdong Zhiying Technology Co., Ltd. and Guangdong Fullink Technology Co.Ltd(301067) Co., Ltd., with a total guarantee amount of no more than 300 million yuan, which will be 12 months from the date of deliberation and approval by the general meeting of shareholders.
Voting result: 5 affirmative votes; No negative vote; There were no abstentions.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
For details, please refer to the company’s website on the same day (www.cn. Info. Com. CN.) The company’s announcement on the prediction of guarantee amount for subsidiaries disclosed.
（12） The proposal on the change of accounting policies of the company was deliberated and adopted
On December 7, 2018, the Ministry of Finance issued the notice on revising and Issuing the accounting standards for Business Enterprises No. 21 – leasing (CK [2018] No. 35) (hereinafter referred to as the “new leasing standards”). The new leasing standards require enterprises listed both at home and abroad, as well as enterprises listed abroad and preparing financial statements using international financial reporting standards or accounting standards for business enterprises, to be implemented as of January 1, 2019; Other enterprises that implement the accounting standards for business enterprises shall be implemented as of January 1, 2021. According to the above relevant standards and notice provisions of the Ministry of finance, the company will implement the new leasing standards from January 1, 2021.
Voting result: 5 affirmative votes; No negative vote; There were no abstentions.
This proposal does not need to be submitted to the general meeting of shareholders for deliberation.
For details, please refer to the company’s website on the same day (www.cn. Info. Com. CN.) The company’s announcement on changes in accounting policies disclosed.
（13） The proposal on proposing to convene the 2021 annual general meeting of shareholders of the company was reviewed and approved. The company decided to hold the 2021 annual general meeting of shareholders in the company’s conference room on May 9, 2022 by combining on-site meeting and online voting.
Voting result: 5 affirmative votes; No negative vote; 0 abstention
This proposal does not need to be submitted to the general meeting of shareholders for deliberation.
For details, please refer to the company’s website on the same day (www.cn. Info. Com. CN.) Notice on convening the 2021 annual general meeting of shareholders disclosed.
3、 Documents for future reference
1. Resolutions of the 14th meeting of the second board of directors;
2. Prior approval opinions of independent directors on matters related to the 14th meeting of the second board of directors
3. Independent opinions of independent directors on matters related to the 14th meeting of the second board of directors.
It is hereby announced.
Fullink Technology Co.Ltd(301067) board of directors April 15, 2022
