Securities code: Sunshine Global Circuits Co.Ltd(300739) securities abbreviation: Sunshine Global Circuits Co.Ltd(300739) Announcement No.: 2022033 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 supervisors
The company and all members of the board of supervisors 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 supervisors
Sunshine Global Circuits Co.Ltd(300739) (hereinafter referred to as “the company”) the third meeting of the third board of supervisors (hereinafter referred to as “the meeting”) was held by on-site voting on April 19, 2022. The notice of the meeting has been sent by mail, telephone and personal delivery on April 8, 2022. The meeting was presided over by Ms. Tan Liping, chairman of the board of supervisors. There were 3 supervisors who should attend the meeting and 3 supervisors who actually attended the meeting. 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、 Deliberation at the meeting of the board of supervisors
(I) the proposal on the work report of the board of supervisors in 2021 was considered and adopted.
For details, the company posted on cninfo.com on April 21, 2022（ http://www.cn.info.com.cn. ）Disclosed the work report of the board of supervisors in 2021.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
Voting results: 3 in favor, 0 against and 0 abstention.
(II) the proposal on 2021 annual report and summary was deliberated and adopted.
After review, the board of supervisors believes that the procedures for the preparation and review of the company’s 2021 annual report by the board of directors comply with laws, administrative regulations and relevant provisions of the CSRC. 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, 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. This proposal needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
Voting results: 3 in favor, 0 against and 0 abstention.
(III) the proposal on the financial final accounts report of 2021 was deliberated and adopted.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
Voting results: 3 in favor, 0 against and 0 abstention.
(IV) 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, please refer to the company’s website on April 21, 2022（ http://www.cn.info.com.cn. ）Announcement on profit distribution scheme for the year 2021. This proposal needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
Voting results: 3 in favor, 0 against and 0 abstention.
(V) the annual report on internal control was reviewed and approved.
After checking the company’s internal control, the board of supervisors believes that the company’s internal control system is complete and reasonable, in line with the company’s industry characteristics and the current actual operation. The company’s internal control system promotes the implementation of the company’s strategy, ensures the safety of the company’s assets and ensures the authenticity, accuracy and integrity of the company’s information disclosure. The company’s internal control system, internal control system and implementation in 2021 have no major defects or major defects, and the company’s internal control is effective.
For details, please refer to the company’s website at http://www.cn.info.com.cn Self evaluation report on internal control in 2021 disclosed.
Voting results: 3 in favor, 0 against and 0 abstention.
(VI) the proposal on the special report on the deposit and actual use of raised funds in 2021 was considered and adopted.
After review, the board of supervisors held that the company managed and used the raised funds in strict accordance with the requirements of the Listing Rules of Shenzhen Stock Exchange on the gem, the guidelines on self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of listed companies on the gem and the guidelines on Supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies, and timely, truthful, accurate Fully perform the relevant information disclosure work, and there is no illegal use of the raised funds, change or disguised change of the investment direction of the raised funds and damage to the interests of shareholders.
For details, the company posted on cninfo (www.cn. Info. Com. CN.) on April 21, 2022 Special report on the deposit and actual use of raised funds in 2021 disclosed.
Voting results: 3 in favor, 0 against and 0 abstention
(VII) the proposal on the remuneration plan of the company’s supervisors in 2022 was deliberated and adopted.
The remuneration of the company’s supervisors 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 the supervisors.
All supervisors avoided voting, and this proposal was directly submitted to the 2021 annual general meeting of shareholders for deliberation.
(VIII) the proposal on the company’s restricted stock incentive plan in 2022 (Draft) and summary was deliberated and adopted.
After review, the board of supervisors believes that the contents of the company’s restricted stock incentive plan (Draft) in 2022 and its abstract comply with the provisions of relevant laws, regulations and normative documents such as the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of equity incentive of listed companies, and fulfill relevant legal procedures, which is conducive to the sustainable development of the company, There is no situation that damages the interests of the company and all shareholders.
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.
This proposal needs to be submitted to the general meeting of shareholders for deliberation.
Voting results: 2 in favor, 0 against and 0 abstention. Mr. Zhao long, the incentive object, is the immediate relative of Ms. Zhang Yanfen, the supervisor of the company. Ms. Zhang Yanfen is an affiliated supervisor and avoids voting on this proposal.
(IX) the proposal on the management measures for the implementation and assessment of the company’s restricted stock incentive plan in 2022 was reviewed and passed.
The board of supervisors believes that the management measures for the implementation and assessment of the company’s restricted stock incentive plan in 2022 complies with the provisions of relevant laws and regulations and the actual situation of the company, can ensure the smooth implementation of the company’s restricted stock incentive plan in 2022, establish a benefit sharing and restraint mechanism between shareholders, company managers and key personnel, and will not damage the interests of the company and all shareholders. The board of supervisors agreed to the contents of the measures for the administration of the implementation and assessment of the restricted stock incentive plan in 2022.
For details, please refer to the company’s website on April 21, 2022（ http://www.cn.info.com.cn. ）The management measures for the implementation and assessment of the restricted stock incentive plan in 2022 disclosed.
This proposal needs to be submitted to the general meeting of shareholders for deliberation.
Voting results: 2 in favor, 0 against and 0 abstention. Mr. Zhao long, the incentive object, is the immediate relative of Ms. Zhang Yanfen, the supervisor of the company. Ms. Zhang Yanfen is an affiliated supervisor and avoids voting on this proposal. (x) the proposal on verifying the list of incentive objects of the company’s restricted stock incentive plan in 2022 was deliberated and adopted.
The supervisors attending the meeting reviewed the list of incentive objects of the company’s restricted stock incentive plan in 2022 and held that: 1 The incentive objects of the company’s restricted stock incentive plan in 2022 all work in the company or subsidiaries and have employment, labor or labor relations with the company. There are no independent directors or supervisors among the incentive objects.
2. After verification, the incentive object does not have the following circumstances: it has been identified as an inappropriate candidate by the stock exchange within the last 12 months; In the last 12 months, it has been identified as an inappropriate candidate by the CSRC and its dispatched offices; Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations in the last 12 months; Those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law of the people’s Republic of China; Those who are not allowed to participate in the equity incentive of listed companies according to laws and regulations; Other circumstances recognized by the CSRC.
3. The incentive objects of the company’s restricted stock incentive plan in 2022 have the qualifications specified in the company law of the people’s Republic of China, the securities law of the people’s Republic of China and other laws, regulations and normative documents, meet the incentive object conditions specified in the measures for the administration of equity incentive of listed companies and the scope of incentive objects specified in the company’s restricted stock incentive plan in 2022 (Draft) and its summary, Its subject qualification as the incentive object is legal and effective.
4. The company will publicize the names and positions of incentive objects through the company’s internal publicity system before the general meeting of shareholders, and the publicity period shall not be less than 10 days. After fully listening to the publicity opinions, the board of supervisors shall disclose the verification opinions on the list of incentive objects and the explanation of publicity five days before the shareholders’ meeting deliberates the equity incentive plan.
Voting results: 2 in favor, 0 against and 0 abstention. Mr. Zhao long, the incentive object, is the immediate relative of Ms. Zhang Yanfen, the supervisor of the company. Ms. Zhang Yanfen is an affiliated supervisor and avoids voting on this proposal.
（11） The proposal on applying for credit line by pledging time deposits was deliberated and adopted. After review, the board of supervisors believes that the application for credit with time deposit pledge is necessary for the normal production and operation and daily business development of the company, which is conducive to reducing the financing cost and promoting the sustainable and stable operation of the company. This matter will not adversely affect the company or damage the interests of the shareholders of the company.
Voting results: 3 in favor, 0 against and 0 abstention.
3、 Documents for future reference
(I) resolution of the third meeting of the third board of supervisors;
(II) other documents.
It is hereby announced.
Sunshine Global Circuits Co.Ltd(300739) board of supervisors April 21, 2022
