Securities code: Kunshan Guoli Electronic Technology Co.Ltd(688103) securities abbreviation: Kunshan Guoli Electronic Technology Co.Ltd(688103) Announcement No.: 2022014 Kunshan Guoli Electronic Technology Co.Ltd(688103)
Announcement of resolutions of the 15th meeting of the second board of directors
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear legal responsibility for the authenticity, accuracy and integrity of its contents according to law.
Kunshan Guoli Electronic Technology Co.Ltd(688103) (hereinafter referred to as "the company") the 15th meeting of the second board of directors was notified by e-mail on April 8, 2022, and the meeting was held in the company's conference room on April 18, 2022 in combination with on-site communication and made resolutions. There are 7 directors of the company and 7 directors actually participated in the meeting. The meeting is presided over by the chairman, Mr. Yin Jianping. The convening, convening and voting of this meeting comply with the provisions of the company law and other laws and regulations and the articles of association. The meeting considered and adopted the following matters one by one:
1、 Deliberated and passed the proposal on the work report of the board of directors of the company in 2021
All members of the board of directors of the company shall, in strict accordance with the company law, the Listing Rules of the science and Innovation Board of Shanghai Stock Exchange, the articles of association and other relevant provisions, with the strong support of all shareholders, with the joint efforts of the management and employees at all levels, and in strict accordance with the requirements of relevant laws and regulations, and in order to safeguard the interests of all shareholders, earnestly perform all functions and powers entrusted by the general meeting of shareholders and strengthen internal management, Standardize the operation of the company. Voting results: 7 affirmative votes, 0 negative votes and 0 abstention votes.
This proposal needs to be deliberated and approved by the general meeting of shareholders.
2、 Deliberated and passed the proposal on the company's 2021 annual financial statement report
The company's financial statements for 2021 are prepared in accordance with the accounting standards for business enterprises, which fairly reflect the company's consolidated financial position as of December 31, 2021 and the consolidated operating results and cash flow in 2021 in all material aspects.
Voting results: 7 affirmative votes, 0 negative votes and 0 abstention votes.
This proposal needs to be deliberated and approved by the general meeting of shareholders.
3、 The proposal on the company's 2022 annual financial budget report was deliberated and adopted
The financial budget report for 2022 is prepared based on the actual operation and results of the company from 2021 to 2022, on the premise of fully considering the following basic assumptions, in combination with the company's realistic basis, operating capacity and prospects for future operation, and based on the principle of being realistic and stable.
Voting results: 7 affirmative votes, 0 negative votes and 0 abstention votes.
This proposal needs to be deliberated and approved by the general meeting of shareholders.
4、 Deliberated and passed the proposal on the work report of the general manager of the company in 2021
In 2021, the company's management team, under the leadership of the board of directors, focused on the development strategy, the company improved quality and output, reduced production costs, optimized product structure, strengthened market development at home and abroad, increased market share, achieved steady growth in sales, and better completed various business objectives and tasks set by the board of directors. Voting results: 7 affirmative votes, 0 negative votes and 0 abstention votes.
5、 The proposal on the annual report and summary of the company in 2021 was deliberated and adopted
The preparation and review procedures of the company's 2021 annual report comply with the provisions of relevant laws and regulations, the articles of association and other internal rules and regulations; The content and format of the company's 2021 annual report comply with relevant regulations and fairly reflect the company's financial status and operating results in 2021; During the preparation of the annual report, it is not found that the personnel of the company participating in the preparation and deliberation of the annual report have violated the confidentiality provisions; All members of the board of directors guarantee that the information disclosed in the 2021 annual report of the company is true, accurate and complete without any false records, misleading statements or major omissions, and bear legal liabilities for the authenticity, accuracy and integrity of its contents in accordance with the law.
Voting results: 7 affirmative votes, 0 negative votes and 0 abstention votes.
This proposal needs to be deliberated and approved by the general meeting of shareholders.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Disclosed annual report of Kunshan Guoli Electronic Technology Co.Ltd(688103) 2021 and summary of annual report of Kunshan Guoli Electronic Technology Co.Ltd(688103) 2021.
6、 Deliberated and passed the proposal on the company's profit distribution plan for 2021
The formulation of the company's annual profit distribution plan for 2021 complies with the relevant provisions of the company law and the articles of association, takes full account of the company's actual operating results, capital situation and future development needs, conforms to the interests of all shareholders of the company, and does not damage the rights and interests of minority shareholders. We agree to the profit distribution plan.
Voting results: 7 affirmative votes, 0 negative votes and 0 abstention votes.
Independent directors have expressed their independent opinions on this proposal, which needs to be deliberated and approved by the general meeting of shareholders.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) The announcement of profit distribution plan in 2021 (Announcement No.: 2022008) disclosed.
7、 The proposal on the prediction of the company's daily connected transactions in 2022 was deliberated and adopted
The transactions between the company and related parties are normal daily business. The prices of related party transactions are fairly priced according to the market price. There is no damage to the interests of the company and shareholders, especially small and medium-sized shareholders. It is in line with the unanimous interests of the listed company and all shareholders, fair and reasonable, and does not constitute an impact on the independence of the company. The review procedure complies with the relevant provisions of the company law and the articles of association.
Voting results: 7 affirmative votes, 0 negative votes and 0 abstention votes.
Independent directors have expressed their prior approval opinions and agreed independent opinions on this proposal.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Announcement on the prediction of the company's daily connected transactions in 2022 (Announcement No.: 2022010).
8、 The proposal on the company's application for comprehensive credit and loans from banks in 2022 was reviewed and approved. According to the analysis and prediction of the company's production and operation plan in 2022, in order to ensure the company's daily operation capital settlement needs, the company and its subsidiaries intend to apply for comprehensive credit lines with a total amount of no more than RMB 680 million from relevant banks in 2022. In order to improve the efficiency of capital utilization, the management of the company is authorized to discuss relevant credit and financing business with various financial institutions within the scope of the line, and sign relevant agreements. The authorization period for the application for the bank's comprehensive credit line is one year from the date of deliberation and approval by the general meeting of shareholders.
The credit line can be recycled within the credit term. The above credit line is not equal to the actual financing amount of the company. The actual financing amount shall be within the credit line, and the actual financing amount between the bank and the company shall prevail.
Voting results: 7 affirmative votes, 0 negative votes and 0 abstention votes.
This proposal needs to be deliberated and approved by the general meeting of shareholders.
9、 Deliberated and passed the proposal on the change of accounting policies of the company
Reasonable changes made by the company in accordance with relevant regulations and requirements of the Ministry of finance. The company complies with the provisions of relevant laws and regulations and the actual situation of the company. It does not involve the retroactive adjustment of the company's previous years, has no significant impact on the company's financial status, operating results and cash flow, and does not damage the interests of the company and all shareholders. The review and voting procedures of the company's accounting policy changes comply with the provisions of relevant laws, regulations and the articles of association.
Voting results: 7 affirmative votes, 0 negative votes and 0 abstention votes.
Independent directors have expressed their independent opinions on this proposal.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Announcement on changes in accounting policies (Announcement No.: 2022012).
10、 The proposal on the remuneration scheme of the company's directors and senior managers in 2022 was deliberated and adopted. The remuneration and allowance standard of the company's directors and senior managers fully considered the company's operation, which was conducive to stimulate the enthusiasm of directors and senior managers, provided impetus for the stable growth of the company's business, complied with the relevant provisions of the articles of association and would not damage the interests of the company and minority shareholders.
Voting results: 7 affirmative votes, 0 negative votes and 0 abstention votes.
The independent directors have expressed their independent opinions on this proposal, and the director's remuneration plan needs to be reviewed and approved by the general meeting of shareholders.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Announcement on the remuneration scheme of directors, supervisors and senior managers in 2022 (Announcement No.: 2022011). 11、 Deliberated and passed the proposal on the appointment of the company's audit institution in 2022
Considering that Rongcheng Certified Public Accountants (special general partnership) has the experience and ability to provide audit services for the company, and in order to maintain the continuity and stability of the company's audit work in 2022, it is agreed to appoint Rongcheng Certified Public Accountants (special general partnership) as the company's audit institution in 2022.
Voting results: 7 affirmative votes, 0 negative votes and 0 abstention votes.
The independent directors have issued their prior approval opinions and agreed independent opinions on this proposal, which needs to be deliberated and approved by the general meeting of shareholders.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Announcement on the renewal of the company's audit institution in 2022 (Announcement No.: 2022009).
12、 The proposal on the performance report of the company's independent directors in 2021 was deliberated and adopted. In 2021, the independent directors of the company were in strict accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the rules for independent directors of listed companies, the Listing Rules for stocks on the science and Innovation Board of Shanghai Stock Exchange, the articles of association, the working rules for independent directors and other relevant laws and regulations In accordance with the provisions and requirements of the regulations, he performed his duties honestly, diligently and independently, actively attended relevant meetings, carefully considered various proposals of the board of directors, expressed independent opinions on major matters of the company, effectively safeguarded the legitimate rights and interests of the company and public shareholders, promoted the standardized operation of the company, and gave full play to the role of independent directors and special committees.
Voting results: 7 affirmative votes, 0 negative votes and 0 abstention votes.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Report on the work of independent directors in 2021 disclosed.
13、 The proposal on the annual performance report of the audit committee of the board of directors in 2021 was deliberated and passed. In 2021, the audit committee of the board of directors earnestly performed their duties, completed the prior audit of relevant matters of the board of directors, completed the guidance of internal audit and the coordination of communication with external audit institutions, promoted the standardization of financial related matters of the company, improved the construction of the company's internal control system, and promoted the standardized operation of the company Steady development.
Voting results: 7 affirmative votes, 0 negative votes and 0 abstention votes.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Report on the performance of the audit committee of the board of directors in 2021 disclosed.
14、 The proposal on the special report on the deposit and actual use of the company's raised funds in 2021 was reviewed and approved
The management and use of the company's raised funds shall be in accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the Listing Rules of the science and Innovation Board of Shanghai Stock Exchange, the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies, and the guidelines for the self-discipline supervision of listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 - standardized operation Regulations and normative documents. The special report on the storage and use of raised funds in 2021 implements a special account storage system for the raised funds in combination with the actual situation of the company, and gives a complete description of the storage and use of raised funds, project implementation management, change of investment projects and supervision of use.
Voting results: 7 affirmative votes, 0 negative votes and 0 abstention votes.
Independent directors have expressed their independent opinions on this proposal.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Special report on the deposit and use of raised funds in 2021 (Announcement No.: 2022015).
15、 The proposal on requesting the general meeting of shareholders of the company to authorize the board of directors to issue shares to specific objects through summary procedures was deliberated and adopted
This request to the general meeting of shareholders to authorize the board of directors to issue shares to specific objects through simple procedures complies with the relevant provisions of laws, regulations and normative documents such as the measures for the administration of securities issuance registration of companies listed on the science and Innovation Board (for Trial Implementation), the rules for the examination and approval of securities issuance and listing of companies listed on the science and Innovation Board of Shanghai Stock Exchange, and the detailed rules for the implementation of securities issuance and underwriting of companies listed on the science and Innovation Board of Shanghai Stock Exchange. It is agreed that the board of directors of the company shall request the general meeting of shareholders to authorize the board of directors to decide to issue financing to specific objects with a total amount of no more than 300 million yuan and no more than the most recent year
For shares with 20% of the net assets at the end of the year, the authorization period is from the date of adoption of the 2021 annual general meeting of shareholders to the date of convening the 2022 annual general meeting of shareholders.
Voting results: 7 affirmative votes, 0 negative votes and 0 abstention votes.
Independent directors have expressed their independent opinions on this proposal, which needs to be deliberated and approved by the general meeting of shareholders. For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Announcement on requesting the general meeting of shareholders to authorize the board of directors to issue shares to specific objects through summary procedures (Announcement No.: 2022013).
16、 The proposal on the self-evaluation report of the company's internal control in 2021 was deliberated and adopted
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