Securities code: Shenzhen Jame Technology Corp.Ltd(300868) securities abbreviation: Shenzhen Jame Technology Corp.Ltd(300868) Announcement No.: 2022027 Shenzhen Jame Technology Corp.Ltd(300868)
Announcement on the resolution of the 16th meeting of the third 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
The 16th meeting of the third board of directors of Shenzhen Jame Technology Corp.Ltd(300868) (hereinafter referred to as "the company") was held in the multimedia conference room on the 42nd floor, building 1, Huide building, Beizhan community, Minzhi street, Longhua District, Shenzhen by on-site combined with communication voting on the morning of April 18, 2022 (Monday). The notice of the meeting was sent on April 7, 2022 by personal delivery, e-mail, etc. The meeting was presided over by Mr. Chen Jianping, chairman of the board. There were 9 directors who should attend the meeting, and 9 directors actually attended the meeting. Supervisors and senior managers of the company attended the meeting as nonvoting delegates.
The convening and holding of the meeting comply with the company law and other laws and regulations as well as the articles of association and other relevant provisions, and the meeting is legal and effective.
2、 Deliberations of the board meeting
After full discussion by the directors attending the meeting, the following proposals were considered and adopted at the meeting:
1. Deliberated and adopted the proposal on the annual report of 2021 and its summary
The procedures for the preparation and review of the company's 2021 annual report comply with relevant laws and regulations. The contents of the report truly, accurately and completely reflect the actual situation of the company's operation in 2021, and there are no false records, misleading statements or major omissions.
For details, please refer to the 2021 annual report (Announcement No.: 2022030) and the 2021 annual report summary (Announcement No.: 2022029) published on cninfo.com on the same day.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the 2021 annual general meeting of shareholders for deliberation.
2. Deliberated and adopted the proposal on the annual work report of the board of directors in 2021
In 2021, in strict accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China and other laws and regulations, as well as the provisions of the company's articles of association, rules of procedure of the board of directors and other company systems, the board of directors of the company conscientiously implemented the resolutions adopted by the general meeting of shareholders, performed their duties diligently, and performed various duties entrusted to the board of directors by the company and shareholders.
Mr. Liu Shenghong, Mr. Dai Weihui and Ms. Qian Rong, the independent directors of the third board of directors of the company, respectively submitted the 2021 annual report on the work of independent directors to the board of directors and will report on their work at the 2021 annual general meeting of shareholders of the company.
For details, please refer to the 2021 annual report of the board of directors and the 2021 annual report of independent directors published on cninfo.com on the same day.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the 2021 annual general meeting of shareholders for deliberation.
3. The proposal on the annual general manager's work report in 2021 was deliberated and adopted
The board of directors of the company listened carefully to the 2021 annual general manager work report made by Mr. Huang Xin, the general manager, and believed that the management of the company effectively implemented the resolutions of the board of directors and the general meeting of shareholders in 2021, so that the company maintained sustainable and stable development. The report objectively and truly reflected the main work of the management in 2021.
See "section III Management Discussion and analysis" and "section IV corporate governance" of the company's 2021 annual report (Announcement No.: 2022030) for relevant contents of the company's 2021 annual general manager's work report. Voting results: 9 in favor, 0 against and 0 abstention.
4. Deliberated and passed the proposal on the annual financial statement report of 2021
During the reporting period, the company achieved a total operating income of 71499383544 yuan, a year-on-year decrease of 16.35%; The operating profit was 2844614418 yuan, a year-on-year decrease of 76.66%; The total profit was 2852245817 yuan, a year-on-year decrease of 77.38%; The net profit attributable to the shareholders of the listed company was 2642015995 yuan, a year-on-year decrease of 75.16%.
After discussion, the directors attending the meeting believed that the 2021 annual financial statement objectively and truly reflected the company's financial situation and operating results in 2021.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the 2021 annual general meeting of shareholders for deliberation.
5. Deliberated and passed the proposal on the annual financial budget report for 2022
Based on the actual operating data of 2021, according to the company's analysis of the external market environment and the company's strategic planning, fully considering the business objectives determined by the production and operation development plan of the management in 2022, and comprehensively considering the pressure of strategic investment on the overall operating performance of the company in the short term, the company has prepared the annual budget report for 2022.
Special note: due to the uncertain impact of macroeconomic, industrial market changes and other factors on the company's operation, the financial budget does not constitute the company's substantive commitment to investors, nor does it represent the company's profit forecast for 2022. Please pay special attention to it.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the 2021 annual general meeting of shareholders for deliberation.
6. The proposal on the 2021 annual profit distribution plan was deliberated and adopted
Audited by Daxin Certified Public Accountants (special general partnership): the net profit attributable to the shareholders of the listed company in the consolidated statements of the company in 2021 is 2642015995 yuan, including 2642015995 yuan attributable to the shareholders of the parent company and -749810751 yuan attributable to the shareholders of the listed company after deducting extraordinary profits and losses.
In view of the company's poor operation in 2021, the net profit after deducting non recurring profits and losses is negative, and considering the company's future strategic planning and capital needs, the company plans not to distribute cash dividends, bonus shares or increase share capital with provident fund in the current period.
The independent directors of the company have expressed their independent opinions on this matter.
For details, please refer to the announcement on 2021 annual profit distribution plan (Announcement No.: 2022031) published on cninfo.com on the same day.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the 2021 annual general meeting of shareholders for deliberation.
7. The proposal on the 2021 annual self-evaluation report on internal control was deliberated and adopted
As of December 31, 2021, the company has established various internal control systems to meet the needs of the company's operation and management in strict accordance with the company law, the guidelines for the governance of listed companies, the basic norms of enterprise internal control and other relevant laws and regulations and the requirements of the articles of Association, combined with the actual situation and strategic needs of the company, and has been effectively implemented.
The 2021 annual internal control self evaluation report truly and objectively reflects the construction and operation of the company's internal control system.
The independent directors of the company have expressed their independent opinions on the matter, the sponsor Dongxing Securities Corporation Limited(601198) has issued clear verification opinions on the matter, and Daxin Certified Public Accountants (special general partnership) has issued an assurance report.
For details, please refer to the 2021 annual internal control self evaluation report published on cninfo.com on the same day.
Voting results: 9 in favor, 0 against and 0 abstention.
8. The proposal on the special report on the deposit and use of raised funds in 2021 was considered and adopted
As of December 31, 2021, the company has used the raised funds in strict 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, the guidelines for the self discipline supervision of listed companies on Shenzhen Stock Exchange No. 2 - standardized operation of gem listed companies and the company's management system for raised funds. The disclosure of relevant information is timely, true, accurate and complete, There is no illegal use of the raised funds, and there is no change or disguised change in the investment direction of the raised funds and damage to the interests of shareholders. The independent directors of the company have expressed their independent opinions on the matter, the sponsor Dongxing Securities Corporation Limited(601198) has issued clear verification opinions on the matter, and Daxin Certified Public Accountants (special general partnership) has issued a special assurance report.
For details, see the special report on the deposit and use of raised funds in 2021 (Announcement No.: 2022032) published on cninfo.com on the same day.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
9. The proposal on the annual remuneration scheme for directors and senior managers in 2022 was deliberated and adopted
The remuneration of directors and senior managers of the company in 2022 shall be implemented in accordance with the remuneration management system for directors, supervisors and senior managers. As this proposal involves the remuneration of directors, independent directors and senior managers, all members of the board of directors abstain from voting, and the proposal needs to be submitted to the 2021 annual shareholders' meeting for deliberation.
For details, please refer to the 2022 annual remuneration plan for Shenzhen Jame Technology Corp.Ltd(300868) directors and senior managers published on cninfo.com on the same day.
The independent directors of the company expressed their independent opinions on this matter.
Voting results: 0 in favor, 0 against and 9 avoided.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
10. Deliberated and passed the proposal on the report of the first quarter of 2022
The preparation and review procedures of the company's report for the first quarter of 2022 comply with relevant laws and regulations. The content of the report truly, accurately and completely reflects the actual situation of the company's operation in the first quarter of 2022, and there are no false records, misleading statements or major omissions.
For details, please refer to the first quarter report of 2022 (Announcement No.: 2022034) published on cninfo.com on the same day.
Voting results: 9 in favor, 0 against and 0 abstention.
11. Deliberated and passed the proposal on Amending the articles of Association
Considering the future development needs of the company, the company plans to amend the articles of association in accordance with the company law, the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange (revised in 2020) and other laws and regulations, normative documents and the relevant provisions of the articles of association. The revision of the articles of association shall be subject to the approval of the administrative department for Industry and commerce.
For details, see the announcement on Amending the articles of Association published on cninfo.com on the same day (Announcement No.: 2022035).
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders for deliberation and passed by more than two-thirds of the voting rights held by the shareholders attending the general meeting of shareholders.
12. The proposal on applying for comprehensive credit line from banks and non bank financial institutions and the company's guarantee line for wholly-owned subsidiaries was deliberated and adopted
In order to meet the production, operation and business development needs of the company and its wholly-owned subsidiaries and achieve the long-term development strategic objectives, the company and its wholly-owned subsidiaries plan to apply for a comprehensive credit line of no more than 600 million yuan from the bank, a comprehensive credit line of no more than 200 million yuan from non bank financial institutions, a comprehensive credit line of no more than 800 million yuan in total, the final credit line The credit term shall be subject to the actually signed contract.
As banks and non bank financial institutions may have guarantee requirements for the credit extension of the company's wholly-owned subsidiaries, the company plans to provide guarantee to the wholly-owned subsidiaries within the validity of the above credit line, and the guarantee line is expected to not exceed 800 million yuan.
For details, see the announcement on applying for comprehensive credit line from banks and non bank financial institutions and the company's guarantee line for wholly-owned subsidiaries published on cninfo.com on the same day (Announcement No.: 2022036).
Voting results: 9 in favor, 0 against and 0 abstention
13. The proposal on the company's annual environmental, social and Governance (ESG) report in 2021 was deliberated and adopted
In accordance with the relevant provisions of the self regulatory guidelines for companies listed on the Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on the gem (Chapter IX social responsibility) and the self regulatory guidelines for companies listed on the gem of Shenzhen Stock Exchange No. 1 - business handling chapter I information disclosure: Section II matters related to periodic report disclosure and the annex requirements for social responsibility report disclosure of listed companies, The company has prepared the environmental, social and Governance (ESG) report for 2021. Based on the principles of objectivity, standardization, transparency and comprehensiveness, this report discloses in detail the practice and performance of Shenzhen Jame Technology Corp.Ltd(300868) in the fields of environmental protection, social responsibility and corporate governance in 2021, aiming to comprehensively show the company's performance in ESG and its unremitting efforts for sustainable development.
For details, please refer to the 2021 annual environmental, social and Governance (ESG) report (Announcement No.: 2022038) published on cninfo.com on the same day.
Voting results: 9 in favor, 0 against and 0 abstention.
14. Deliberated and adopted the proposal on convening the 2021 annual general meeting of shareholders
The 2021 annual general meeting of shareholders of the company will be held at 14:30 p.m. on Tuesday, May 10, 2022 in the multimedia conference room on the 42nd floor, building 1, Huide building, North Station community, Minzhi street, Longhua District, Shenzhen. For details, see the notice on convening the 2021 annual general meeting of shareholders (Announcement No.: 2022037) published on cninfo.com on the same day.
Voting result: 9 votes in favor,
