Securities code: Zhejiang Zhaolong Interconnect Technology Co.Limited(300913) securities abbreviation: Zhejiang Zhaolong Interconnect Technology Co.Limited(300913) Announcement No.: 2022005 Zhejiang Zhaolong Interconnect Technology Co.Limited(300913)
Announcement of the second meeting of the 5th 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
Zhejiang Zhaolong Interconnect Technology Co.Limited(300913) (hereinafter referred to as "the company") the fifth meeting of the second board of directors was held in the company's conference room on April 21, 2022 by means of on-site combined communication. The meeting notice has been sent in writing and e-mail on April 11, 2022. The meeting was convened and presided over by Mr. Yao Jinlong, chairman of the company. 9 directors should attend the meeting, 9 directors actually attended the meeting, and the company's supervisors, senior managers and other relevant personnel attended the meeting as nonvoting delegates. The convening, convening and voting procedures of this meeting comply with the relevant provisions of the company law and the articles of association, and the meeting is legal and effective.
2、 Deliberations of the board meeting
After careful deliberation by the attending directors, the following resolutions are formed:
1. Deliberated and passed the proposal on the work report of the general manager in 2021
The board of directors of the company carefully listened to the general manager's work report for 2021 made by Mr. Yao Jinlong, 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.
Voting results: 9 in favor, 0 against and 0 abstention.
2. Deliberated and adopted the proposal on the work report of the board of directors in 2021
In 2021, in strict accordance with the company law, securities law 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 better performed the responsibilities entrusted to the board of directors by the company and shareholders.
Mr. Yao Kefu, Mr. Ye Weiwei and Ms. Zhu Xi, the independent directors of the company, respectively submitted the report on the work of independent directors in 2021 to the board of directors and will report on their work at the 2021 annual general meeting of shareholders of the company. 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 of the company for deliberation.
For details, please refer to the company's website on the same day (www.cn. Info. Com. CN.) The report on the work of the board of directors in 2021 and the report on the work of independent directors in 2021 disclosed on the.
3. Deliberated and adopted the proposal on the financial final accounts report of 2021
The board of directors of the company has carefully reviewed the financial situation and financial management of the company in 2021, and believes that the financial system of the company in 2021 is sound, the financial operation is standardized, and there is no violation of rules and disciplines. The board of Directors believes that the company's 2021 financial statement complies with the relevant provisions of the accounting standards for business enterprises and truly, accurately, completely and fairly reflects the company's financial situation and operating results in 2021. 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 of the company for deliberation.
For details, please refer to the company's website on the same day (www.cn. Info. Com. CN.) The 2021 financial statement disclosed on the.
4. The proposal on the plan for profit distribution and conversion of capital reserve into share capital in 2021 was deliberated and adopted. According to the guidance of CSRC on encouraging listed companies to pay cash dividends and giving stable and reasonable returns to investors, following the principle of returning shareholders and sharing the company's operating results with shareholders, and on the premise of ensuring the normal operation and long-term development of the company, the interests and reasonable demands of the majority of investors were fully considered, In accordance with the relevant provisions of the company law and the articles of association and in combination with the actual situation of the company's development, the company plans to put forward the plan for profit distribution and conversion of capital reserve into share capital in 2021 as follows: Taking the total share capital of the company as 122500000 shares on December 31, 2021 as the base, the company will distribute cash dividends of 1.30 yuan (tax included) for every 10 shares to all shareholders, with a total cash dividend of 1592500000 yuan (tax included), The remaining undistributed profits are carried forward to subsequent years; At the same time, the capital reserve will be used to increase 5 shares for every 10 shares to all shareholders. No bonus shares will be given this year.
The independent directors of the company expressed their independent opinions on the matter.
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 of the company for deliberation.
For details, please refer to the company's website on the same day (www.cn. Info. Com. CN.) Announcement on the plan for profit distribution and conversion of capital reserve into share capital in 2021 (Announcement No.: 2022007).
5. Deliberated and passed the proposal on annual report and summary of 2021
After comprehensively reviewing the full text and abstract of the company's 2021 annual report, the board of directors of the company agreed that the preparation and review procedures of the company's 2021 annual report comply with relevant laws and regulations, and the contents of the report truly, accurately and completely reflect the actual situation of the company's operation in 2021, without false records, misleading statements or major omissions.
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 of the company for deliberation.
For details, please refer to the company's website on the same day (www.cn. Info. Com. CN.) The annual report of 2021 (Announcement No.: 2022008) and the summary of the annual report of 2021 (Announcement No.: 2022009) disclosed on the.
6. Deliberated and adopted the proposal on the self-evaluation report on internal control in 2021
The board of Directors believes that the company has established a relatively perfect corporate governance structure and a relatively sound internal control system in combination with its own business characteristics and risk factors. The company's internal control system has strong pertinence, rationality and effectiveness, has been well implemented and implemented, and can provide a reasonable guarantee for the preparation of true and fair financial statements, Guarantee the healthy operation of the company's business activities and control business risks. The independent directors of the company expressed their independent opinions on the matter. The recommendation institution China Merchants Securities Co.Ltd(600999) issued the agreed verification opinions.
Voting results: 9 in favor, 0 against and 0 abstention.
For details, please refer to the company's website on the same day (www.cn. Info. Com. CN.) The 2021 annual internal control self-evaluation report disclosed in the and the verification opinions on the Zhejiang Zhaolong Interconnect Technology Co.Limited(300913) 2021 annual internal control self-evaluation report issued by China Merchants Securities Co.Ltd(600999) issued by .
7. The proposal on the remuneration plan of the company's directors in 2022 was deliberated and adopted
According to the articles of association and other relevant regulations, combined with the actual situation of the company's operation and development, and with reference to the salary level of the industry and region, the company has formulated the director's salary plan for 2022.
The independent directors of the company expressed their independent opinions on the matter.
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 of the company for deliberation.
For details, please refer to the company's website on the same day (www.cn. Info. Com. CN.) Announcement on the remuneration scheme of directors, supervisors and senior managers in 2022 (Announcement No.: 2022010) disclosed on the.
8. Deliberated and passed the proposal on the remuneration scheme for senior managers of the company in 2022
According to the articles of association and other relevant regulations, combined with the actual situation of the company's operation and development, and with reference to the salary level of industry and region, the company has formulated the salary plan for senior managers in 2022.
The independent directors of the company expressed their independent opinions on the matter.
Voting results: 9 in favor, 0 against and 0 abstention.
For details, please refer to the company's website on the same day (www.cn. Info. Com. CN.) Announcement on the remuneration scheme of directors, supervisors and senior managers in 2022 (Announcement No.: 2022010) disclosed on the. 9. The proposal on the confirmation of daily connected transactions in 2021 and the prediction of daily connected transactions in 2022 was considered and adopted
The independent directors of the company have expressed their independent opinions approved and agreed in advance on this matter. The recommendation institution China Merchants Securities Co.Ltd(600999) issued the agreed verification opinions.
Voting results: 5 in favor, 0 against and 0 abstention. Related directors Mr. Yao Jinlong, Mr. Yao Yinlong, Mr. Yao Yuntao and Ms. Yao Yunping avoided voting.
For details, please refer to the company's website on the same day (www.cn. Info. Com. CN.) The announcement on the confirmation of daily connected transactions in 2021 and the prediction of daily connected transactions in 2022 (Announcement No.: 2022011) and the audit opinions on the confirmation of daily connected transactions in Zhejiang Zhaolong Interconnect Technology Co.Limited(300913) 2021 and the prediction of daily connected transactions in 2022 issued by China Merchants Securities Co.Ltd(600999) disclosed on the. 10. The proposal on using idle self owned funds for cash management was deliberated and adopted
In order to improve the use efficiency of the company's idle self owned funds and make rational use of the idle self owned funds, it is agreed that the company and its subsidiaries use their own funds of no more than 200 million yuan (including this amount) for cash management without affecting the normal production and operation of the company and ensuring the safety of funds. The service life is effective within 12 months from the date of deliberation and approval by the general meeting of shareholders. Within the above limit and time limit, the funds can be recycled and used on a rolling basis.
The independent directors of the company expressed their independent opinions on the matter. The recommendation institution China Merchants Securities Co.Ltd(600999) issued the agreed verification opinions.
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 of the company for deliberation.
For details, please refer to the company's website on the same day (www.cn. Info. Com. CN.) Announcement on using idle self owned funds for cash management (Announcement No.: 2022012) disclosed on the and verification opinions on Zhejiang Zhaolong Interconnect Technology Co.Limited(300913) using idle self owned funds for cash management issued by China Merchants Securities Co.Ltd(600999) .
11. The proposal on the application of the company and its subsidiaries for comprehensive credit line from the bank was deliberated and adopted
In order to meet the company's operating capital needs, the company and its subsidiaries intend to apply to the bank for a comprehensive credit line of no more than 600 million yuan (including this amount), which will be effective within one year from the date of deliberation and approval by the general meeting of shareholders of the company. The credit line can be recycled within the validity period.
The independent directors of the company expressed their independent opinions on the matter.
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 of the company for deliberation.
For details, please refer to the company's website on the same day (www.cn. Info. Com. CN.) Announcement on the application of the company and its subsidiaries for comprehensive credit line from the bank (Announcement No.: 2022013) disclosed on the. 12. The proposal on applying to Zhejiang Deqing Rural Commercial Bank Co., Ltd. for comprehensive credit line and handling deposit, settlement business and related party transactions was deliberated and adopted
According to the business development needs of the company, the company and its subsidiaries intend to apply to Zhejiang Deqing Rural Commercial Bank Co., Ltd. (hereinafter referred to as "Deqing rural commercial bank") for a comprehensive credit line of no more than RMB 50 million (including this amount). The purpose of this credit includes but is not limited to bank loans, issuing bank acceptances, letter of guarantee, letter of credit and other credit businesses; At the same time, it is proposed to handle deposit and daily settlement (including but not limited to employee salary, bonus, external payment and collection) in Deqing rural commercial bank. The maximum daily balance of deposit form formed by storage and settlement business shall not exceed 100 million yuan. The above quota period shall be valid within one year from the date of deliberation and approval by the general meeting of shareholders of the company. The specific credit amount shall be subject to the credit agreement signed between the company and Deqing rural commercial bank. Within the authorization period, the credit line can be recycled.
The independent directors of the company have expressed their independent opinions approved and agreed in advance on this matter. The recommendation institution China Merchants Securities Co.Ltd(600999) issued the agreed verification opinions.
Voting results: 5 in favor, 0 against and 0 abstention. Related directors Mr. Yao Jinlong, Mr. Yao Yinlong, Mr. Yao Yuntao and Ms. Yao Yunping avoided voting.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
For details, please refer to the company's website on the same day (www.cn. Info. Com. CN.) The announcement on applying for comprehensive credit line and handling deposits, settlement business and related party transactions from Zhejiang Deqing Rural Commercial Bank Co., Ltd. (Announcement No.: 2022014) and the verification opinions on applying for comprehensive credit line and handling deposits, settlement business and related party transactions from Zhejiang Zhaolong Interconnect Technology Co.Limited(300913) Zhejiang Deqing Rural Commercial Bank Co., Ltd. issued by China Merchants Securities Co.Ltd(600999) disclosed on the website.
13. Deliberated and adopted the proposal on renewing the appointment of accounting firms
The board of directors agreed to renew the appointment of Tianjian Certified Public Accountants (special general partnership) as the company's audit institution in 2022. The relevant annual audit fees will be submitted by the board of directors to the general meeting of shareholders to authorize the management to determine according to the specific workload and market price level of 2022 audit.
The independent directors of the company have expressed their independent opinions approved and agreed in advance on this matter.
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 of the company for deliberation.
For details, please refer to the company's website on the same day (www.cn. Info. Com. CN.) Disclosed on《
