Securities code: Sunshine Global Circuits Co.Ltd(300739) securities abbreviation: Sunshine Global Circuits Co.Ltd(300739) Announcement No.: 2022032 bond Code: 123087 bond abbreviation: Mingdian convertible bond
Sunshine Global Circuits Co.Ltd(300739)
Announcement of resolutions of the third 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 without false records, misleading statements or major omissions.
1、 Meetings of the board of directors
The third meeting of the third board of directors of Sunshine Global Circuits Co.Ltd(300739) (hereinafter referred to as “the company” or ” Sunshine Global Circuits Co.Ltd(300739) ) (hereinafter referred to as” the meeting “) was held in the conference room of the company on April 19, 2022 by means of on-site voting and communication voting. The notice of the meeting has been sent by mail, telephone and personal delivery on April 8, 2022. The meeting was presided over by Mr. Zhang Peike, chairman of the company. There were 7 directors and 7 directors. Supervisors and senior managers of the company attended the meeting as nonvoting delegates. The convening and convening procedures of the meeting comply with the company law of the people’s Republic of China, the articles of association and other relevant provisions, and the resolutions formed are legal and effective. 2、 Deliberations of the board meeting
(I) the proposal on the work report of the general manager in 2021 was considered and adopted.
Voting results: 7 in favor, 0 against and 0 abstention.
(II) the proposal on the work report of the board of directors in 2021 was considered and adopted.
For the work report of the board of directors in 2021, see “section III Management Discussion and analysis” of the company’s annual report in 2021.
Ms. Nan Jie, Mr. Chen Shijie and Mr. Wang Guisheng, independent directors of the second board of directors of the company, submitted the 2021 annual report 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. See details on April 21, 2022 on cninfo（ http://www.cn.info.com.cn. ）2021 annual work report of independent directors disclosed.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting results: 7 in favor, 0 against and 0 abstention.
(III) the proposal on 2021 annual report and summary was deliberated and adopted.
For details, the company posted on cninfo.com on April 21, 2022（ http://www.cn.info.com.cn. ）The full text of the 2021 annual report disclosed and the company’s announcement on cninfo.com on April 21, 2022（ http://www.cn.info.com.cn. ）. summary of 2021 annual report and suggestive announcement of 2021 annual report disclosure disclosed by securities times, China Securities News, Shanghai Securities News and Securities Daily. The directors, supervisors and senior managers of the company express the following confirmation opinions on the 2021 annual report: in accordance with the requirements of Article 82 of the securities law, as a director, supervisor and senior manager of Sunshine Global Circuits Co.Ltd(300739) , I guarantee that the content of the 2021 annual report of the company is true, accurate and complete without any false records, misleading statements or major omissions.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
Voting results: 7 in favor, 0 against and 0 abstention.
(IV) the proposal on the financial statement report of 2021 was reviewed and passed.
In 2021, the company realized an operating revenue of 185408927340 yuan, an increase of 43.60% over the same period of last year. The net profit attributable to the shareholders of the listed company was 10964388240 yuan, a decrease of 17.56% over the same period of the previous year. The total assets amounted to 324306291275 yuan, an increase of 20.81% over the end of the previous year. The net assets attributable to the shareholders of the listed company were 174234315456 yuan, an increase of 17.46% over the end of the previous year.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
Voting results: 7 in favor, 0 against and 0 abstention.
(V) the proposal on profit distribution plan for 2021 was deliberated and adopted.
According to the company’s 2021 annual audit report and financial statements (xksbz [2022] No. zi10150) issued by Lixin Certified Public Accountants (special general partnership), the net profit of the parent company in 2021 was 7636419897 yuan. According to the relevant provisions of the company law of the people’s Republic of China and the articles of association, the company withdraws the statutory surplus reserve of RMB 763641990 according to 10% of the net profit of the parent company, and the actual distributable profit of the company in 2021 is RMB 16244868836. The company’s profit distribution in 2021 adopts the method of cash dividend. It plans to distribute a cash dividend of 2.7 yuan (including tax) for every 10 shares to the shareholders registered on the equity distribution registration date, without giving bonus shares or converting capital reserve into share capital. Based on the existing total share capital of 294758195 shares, the total cash dividend to be distributed is 7958471265 yuan (including tax).
If the share capital of the company changes due to the repurchase and cancellation of restricted shares of equity incentive and the conversion of convertible bonds into shares between the announcement date of the plan and the equity registration date of the profit distribution plan, the total amount of distribution shall be adjusted accordingly based on the total share capital on the equity registration date of the profit distribution plan in the future.
For details of profit distribution in 2021, please refer to the company’s announcement on cninfo.com on April 21, 2022（ http://www.cn.info.com.cn. ）Announcement on profit distribution scheme for the year 2021. The independent directors expressed their independent opinions on the matter. See the company’s website on April 21, 2022 for details（ http://www.cn.info.com.cn. ）Disclosed independent opinions of independent directors on matters related to the third meeting of the third board of directors
This proposal needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
Voting results: 7 in favor, 0 against and 0 abstention.
(VI) the proposal on the self evaluation report on internal control in 2021 was considered and adopted.
The board of supervisors, independent directors, Lixin Certified Public Accountants (special general partnership) and the sponsor Minsheng Securities Co., Ltd. issued relevant opinions on the self-evaluation report on internal control in 2021.
For details, the company posted on cninfo.com on April 21, 2022（ http://www.cn.info.com.cn. ）Relevant announcements of disclosure.
Voting results: 7 in favor, 0 against and 0 abstention.
(VII) the proposal on the special report on the deposit and actual use of raised funds in 2021 was considered and adopted.
The board of supervisors, independent directors, Lixin Certified Public Accountants (special general partnership) and the sponsor Minsheng Securities Co., Ltd. issued relevant opinions on the special report on the deposit and actual use of raised funds in 2021.
For details, the company posted on cninfo.com on April 21, 2022（ http://www.cn.info.com.cn. ）Relevant announcements of disclosure.
Voting results: 7 in favor, 0 against and 0 abstention.
(VIII) the proposal on the summary report of the audit committee of the board of directors on the audit work of Lixin Certified Public Accountants (special general partnership) in 2021 was deliberated and adopted.
Voting results: 7 in favor, 0 against and 0 abstention.
(IX) the proposal on renewing the appointment of Lixin Certified Public Accountants (special general partnership) as the audit institution in 2022 was deliberated and adopted.
In order to maintain the continuity of the audit work, the board of directors of the company agreed to renew the appointment of Lixin Certified Public Accountants (special general partnership) as the audit institution of the company in 2022 for one year, which will take effect from the date of deliberation and approval by the general meeting of shareholders of the company. At the same time, The board of directors of the company requests the general meeting of shareholders of the company to authorize the management of the company to negotiate with Lixin Certified Public Accountants (special general partnership) to determine the audit fee according to the specific audit requirements and audit scope of the company in 2022.
For details, please refer to the company’s website on April 21, 2022（ http://www.cn.info.com.cn. ）The announcement on renewing the appointment of accounting firms disclosed.
For the prior approval and independent opinions of the independent directors on this proposal, see the company’s announcement on cninfo.com on April 21, 2022（ http://www.cn.info.com.cn. ）Disclosed “prior approval opinions of independent directors on matters related to the third meeting of the third board of directors” and “independent opinions of independent directors on matters related to the third meeting of the third board of directors”.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
Voting results: 7 in favor, 0 against and 0 abstention.
(x) the proposal on the special report on the occupation of non operating funds and other related capital transactions was deliberated and adopted.
Lixin Certified Public Accountants (special general partnership) issued the special report on the occupation of non operating funds and other related capital transactions of the company (Xin Kuai Shi Bao Zi [2022] No. zi10149). The independent directors of the company expressed independent opinions on the occupation of non operating funds and other related capital transactions of the company. For details, the company posted on cninfo.com on April 21, 2022（ http://www.cn.info.com.cn. ）Relevant announcements of disclosure.
Voting results: 7 in favor, 0 against and 0 abstention.
（11） The proposal on the 2022 annual remuneration plan for non independent directors of the company was deliberated and adopted. The remuneration of non independent directors of the company in 2022 consists of basic remuneration and benefit remuneration. The basic remuneration is uniformly planned according to the company’s system. The benefit remuneration will be rewarded and punished based on the business objectives completed by the company and the work performance of non independent directors.
The independent directors expressed their independent opinions on the matter. See the company’s website on April 21, 2022 for details（ http://www.cn.info.com.cn. ）Disclosed independent opinions of independent directors on matters related to the third meeting of the third board of directors.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
Voting results: there were 3 affirmative votes, 0 negative votes and 0 abstention votes. Zhang Peike, sun Wenbing, dou xucai and Zhang Zhenguang, the related directors, avoided voting.
（12） The proposal on 2022 annual allowance for independent directors of the company was deliberated and adopted.
The annual allowance standard of the company’s independent directors in 2022 is 100000 yuan per year (including tax), which is paid monthly.
The independent directors expressed their independent opinions on the matter. See the company’s website on April 21, 2022 for details（ http://www.cn.info.com.cn. ）Disclosed independent opinions of independent directors on matters related to the third meeting of the third board of directors.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
Voting results: 4 votes in favor, 0 against and 0 abstention, and related directors Li JUANJUAN, Wei Wei and Huang Zhidong avoided voting.
（13） The proposal on the 2022 annual salary plan of the company’s senior managers was deliberated and adopted. The remuneration of the company’s senior managers in 2022 consists of basic remuneration and benefit remuneration. The basic remuneration is uniformly planned according to the company’s system. The benefit remuneration will be rewarded and punished based on the company’s business objectives and the work performance of senior managers.
The independent directors expressed their independent opinions on the matter. See the company’s website on April 21, 2022 for details（ http://www.cn.info.com.cn. ）Disclosed independent opinions of independent directors on matters related to the third meeting of the third board of directors.
Voting results: 5 in favor, 0 against and 0 abstention, and Dou xucai and Zhang Zhenguang, affiliated directors, abstained from voting.
（14） The proposal on the company’s 2022 restricted stock incentive plan (Draft) and summary was reviewed and adopted.
In order to further establish and improve the company’s long-term incentive mechanism, attract and retain excellent talents, fully mobilize the enthusiasm of the company’s directors, senior managers, middle managers and core backbone personnel, effectively combine the interests of shareholders, the company and the personal interests of the core team, and make all parties pay common attention to the long-term development of the company, The board of directors of the company agreed to the 2022 restricted stock incentive plan (Draft) and its summary.
For details, please refer to the company’s website on April 21, 2022（ http://www.cn.info.com.cn. ）The 2022 restricted stock incentive plan (Draft) and its abstract disclosed.
The board of supervisors and independent directors of the company expressed relevant opinions on this matter. The opinions of the board of supervisors are detailed in the announcement of the resolution of the third meeting of the third board of supervisors, and the opinions of independent directors are detailed in the independent opinions of independent directors on matters related to the third meeting of the third board of directors. The above opinions were announced on cninfo.com on April 21, 2022（ http://www.cn.info.com.cn. ）。
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
Voting result: Yes
