Securities code: Zhongji Innolight Co.Ltd(300308) securities abbreviation: Zhongji Innolight Co.Ltd(300308) Announcement No.: 2022040 Zhongji Innolight Co.Ltd(300308)
Announcement on the resolution of the 25th meeting of the Fourth 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.
The notice of the 25th meeting of the 4th board of directors of Zhongji Innolight Co.Ltd(300308) (hereinafter referred to as “the company” or ” Zhongji Innolight Co.Ltd(300308) “) (hereinafter referred to as “the meeting”) was sent by fax, e-mail and other means on April 11, 2022, and was held at 9:30 a.m. on April 21, 2022 by on-site and communication. The meeting was convened and presided over by Mr. Wang Weixiu, chairman of the board. There were 9 directors who should participate in the meeting and 9 directors who actually participated in the meeting, The company’s supervisors and relevant personnel attended the meeting as nonvoting delegates. The convening and voting procedures of the meeting comply with the relevant provisions of the company law and the articles of association, and the meeting is legal and effective. The following proposals were considered and adopted at the meeting:
1、 The proposal on the 2021 president’s work report of the company was deliberated and adopted
The company has prepared the president’s work report of Zhongji Innolight Co.Ltd(300308) 2021. The directors attending the meeting believe that the report truly and objectively reflects the work and achievements of the management in the implementation of the resolutions of the general meeting of shareholders, the board of directors, production and operation in 2021.
Voting results: 9 in favor, 0 against and 0 abstention.
2、 The proposal on the work report of the board of directors of the company in 2021 was deliberated and adopted
The board of directors of the company can actively carry out various work, earnestly implement various resolutions adopted by the general meeting of shareholders, effectively safeguard the interests of shareholders of the company and ensure the standardized operation and sustainable development of the company by continuously strengthening corporate governance, three meetings operation and information disclosure. The report summarizes the main work in 2021 and puts forward the key work objectives in 2022. See the work report of the board of directors in Zhongji Innolight Co.Ltd(300308) 2021 disclosed by the company on cninfo.com, the information disclosure website of GEM listed companies designated by the CSRC for details. This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
Voting results: 9 in favor, 0 against and 0 abstention.
3、 The proposal on the company’s 2021 annual financial statement report was deliberated and adopted
The company has prepared the financial statement report of Zhongji Innolight Co.Ltd(300308) 2021, which objectively and truly reflects the financial status of the company as of December 31, 2021 and the operating results and cash flow of 2021. For details, please refer to the financial statement report of Zhongji Innolight Co.Ltd(300308) 2021 disclosed on cninfo, the information disclosure website of GEM listed companies designated by the CSRC. This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
Voting results: 9 in favor, 0 against and 0 abstention.
4、 The proposal on the company’s 2021 annual report and its summary was deliberated and adopted
In accordance with the company law, the articles of association, the measures for the administration of information disclosure of listed companies and other relevant provisions, the company has prepared the Zhongji Innolight Co.Ltd(300308) 2021 annual report and its summary, which truly, accurately and completely reflects the actual situation of the company, and there are no false records, misleading statements or major omissions. For details, please refer to the Zhongji Innolight Co.Ltd(300308) 2021 annual report and Zhongji Innolight Co.Ltd(300308) 2021 annual report summary disclosed by the company on the cninfo website designated by the CSRC on the same day. This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
Voting results: 9 in favor, 0 against and 0 abstention.
5、 The proposal on the company’s profit distribution plan for 2021 was reviewed and approved
Based on the expectation of the company’s long-term development in the future and the continuous return to shareholders, taking into account the company’s profitability and financial situation in 2021 and the capital demand for the company’s sustainable development in the future, the company plans to distribute a cash dividend of RMB 2.20 (including tax) to all shareholders for every 10 shares based on the existing total share capital excluding 798154438 shares held in the repurchase account, A total cash dividend of 17559397636 yuan (including tax) will be distributed, and the remaining undistributed profits will be carried forward to the next year. In this year, no shares will be given or capital reserve will be converted into share capital. During the period from the disclosure date of the profit distribution plan to the implementation of equity distribution, if the share capital of the company changes due to the listing of new shares, the granting and exercise of equity incentive, the conversion of convertible bonds into shares, share repurchase and other matters, the company will adjust accordingly in accordance with the principle of unchanged cash dividend proportion. For details, please refer to the announcement of Zhongji Innolight Co.Ltd(300308) on the profit distribution plan of 2021 (Announcement No.: 2022044) disclosed by the company on the information disclosure website of GEM listed companies designated by the CSRC on the same day. The independent directors of the company have expressed their independent opinions, and this proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
Voting results: 9 in favor, 0 against and 0 abstention.
6、 The proposal on the self-evaluation report of the company’s internal control in 2021 was deliberated and adopted
According to the provisions of the basic norms of enterprise internal control and its supporting guidelines and other internal control supervision requirements, combined with the company’s internal control system and evaluation methods, on the basis of daily supervision and special supervision of internal control, the company conducted a self-evaluation on the effectiveness of internal control on December 31, 2021. For details, please refer to the Zhongji Innolight Co.Ltd(300308) 2021 annual internal control self evaluation report disclosed by the company on cninfo.com, the information disclosure website of GEM listed companies designated by the CSRC on the same day. The independent directors of the company expressed their independent opinions.
Voting results: 9 in favor, 0 against and 0 abstention.
7、 After deliberation and approval of the proposal on the special report on the deposit and use of the company’s raised funds in 2021, the board of directors considered that the special report on the deposit and use of the company’s raised funds in 2021 was prepared based on the actual situation of the company’s raised funds, and the disclosed information on the use of the raised funds was true, accurate, complete and timely There are no violations in management and disclosure. For details, see the special report on the deposit and use of raised funds in Zhongji Innolight Co.Ltd(300308) 2021 disclosed by the company on cninfo.com, the information disclosure website of companies listed on the gem designated by the CSRC. PricewaterhouseCoopers Zhongtian Certified Public Accountants (special general partnership) issued the special report and assurance report on the deposit and actual use of raised funds in Zhongji Innolight Co.Ltd(300308) 2021, and Guotai Junan Securities Co.Ltd(601211) issued verification opinions.
The independent directors of the company have expressed their independent opinions, and this proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
Voting results: 9 in favor, 0 against and 0 abstention.
8、 The proposal on the occupation of non operating funds and other related capital transactions of the company in 2021 was reviewed and approved
PwC Zhongtian Certified Public Accountants (special general partnership) issued special audit opinions on the occupation of non operating funds and other related capital transactions of the company in 2021 in accordance with the requirements of the regulatory guidelines for listed companies No. 8 – regulatory requirements for capital transactions and external guarantees of listed companies and the self regulatory guidelines for gem listed companies of Shenzhen Stock Exchange No. 1 – business handling. See the special report on the occupation of funds by Zhongji Innolight Co.Ltd(300308) controlling shareholders and other related parties disclosed on cninfo, the information disclosure website of GEM listed companies designated by the CSRC on the same day for details. Related directors Wang Weixiu, Liu Sheng and Wang Xiaodong have avoided voting, and independent directors have expressed their independent opinions.
Voting results: 6 in favor, 0 against and 0 abstention.
9、 The proposal on the remuneration of directors, supervisors and senior managers of the company in 2021 was reviewed and approved. The board of directors of the company reviewed the remuneration of directors, supervisors and senior managers in 2021 and considered that the remuneration of directors, supervisors and senior managers was in line with the provisions of relevant laws, regulations and the articles of association, as well as the business status and long-term development requirements of the company, There is no situation that damages the interests of shareholders of the company, especially minority shareholders. The independent directors of the company have expressed their independent opinions on the remuneration of directors and senior managers, and the remuneration of directors and supervisors of the company needs to be submitted to the general meeting of shareholders for deliberation.
Voting results: 9 in favor, 0 against and 0 abstention.
10、 The proposal on applying to the bank for comprehensive credit line in 2022 was deliberated and adopted
According to the development plan of the company and its subsidiaries, subsidiaries and branches within the scope of consolidated statements and the capital demand in 2022, in order to ensure the smooth development of various businesses, it is proposed to apply to banks and other financial institutions for a comprehensive credit line with an accumulated amount of no more than 12475 million yuan (the actual loan currency includes but is not limited to RMB, US dollar, euro, etc.), The validity period of the credit line is valid from the date of deliberation and approval of the general meeting of shareholders to the date of convening the annual general meeting of shareholders of the next year. It is calculated from the date when the credit application is approved or the credit agreement is signed with the bank. The actual credit period is subject to the specific credit product contract at the time of credit granting. For details, please refer to the announcement of Zhongji Innolight Co.Ltd(300308) on applying for comprehensive credit line in 2022 from the bank (Announcement No.: 2022045) disclosed by the company on cninfo.com, the information disclosure website of companies listed on GEM designated by CSRC. This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation. Voting results: 9 in favor, 0 against and 0 abstention.
11、 The proposal on mutual guarantee between the company and its wholly-owned (holding) subsidiaries and subsidiaries applying for comprehensive credit from banks was deliberated and adopted
In order to meet the development needs of the company and its subsidiaries, subsidiaries and branches within the scope of consolidated statements, reduce financial costs and improve decision-making efficiency, it is agreed to provide mutual guarantee for their application for comprehensive credit from the bank in 2022, with the total amount of guarantee not exceeding RMB 3900 million. The authorization period is valid from the date of deliberation and approval of the general meeting of shareholders to the date of the annual general meeting of shareholders of the next year, The specific guarantee amount and term shall be subject to the guarantee agreement signed by the company and the bank according to the fund use plan. For details, please refer to the announcement of Zhongji Innolight Co.Ltd(300308) about the company and its wholly-owned (holding) subsidiaries and subsidiaries applying for comprehensive credit and providing mutual guarantee to banks (Announcement No.: 2022046) disclosed on cninfo.com, the information disclosure website of GEM listed companies designated by the CSRC. The independent directors of the company have issued their prior approval opinions and agreed independent opinions, and this proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
Voting results: 9 in favor, 0 against and 0 abstention.
12、 The proposal on renewing the appointment of audit institutions in 2022 was deliberated and adopted
PricewaterhouseCoopers Zhongtian Certified Public Accountants (special general partnership) is qualified to engage in Securities and futures related businesses and has the experience and ability to provide audit services for listed companies. In providing audit services for the company in 2021, it can follow independent, objective and impartial professional standards and provide high-quality audit services for the company. Its report can objectively and truly reflect the actual situation of the company Financial status and operating results, earnestly fulfilled the responsibilities of the audit institution, and safeguarded the legitimate rights and interests of the company and shareholders from a professional point of view. The company plans to reappoint him as the audit institution in 2022. For details, please refer to the announcement of Zhongji Innolight Co.Ltd(300308) on renewing the appointment of audit institutions in 2022 (Announcement No.: 2022047) disclosed by the company on cninfo.com, the information disclosure website of GEM listed companies designated by the CSRC. The proposal submitted to the independent general meeting of the company and the opinions of the independent directors of the company need to be approved in advance.
Voting results: 9 in favor, 0 against and 0 abstention.
13、 The proposal on continuing to use idle raised funds for cash management was deliberated and adopted
In order to improve the use efficiency of temporarily idle raised funds and increase the return of funds, the company plans to use no more than RMB 80 million, the wholly-owned subsidiary Suzhou xuchuang plans to use no more than RMB 90 million, and the wholly-owned subsidiary Tongling xuchuang plans to use no more than RMB 100 million under the condition of ensuring the construction of investment projects with raised funds and the normal use of raised funds Suzhou xuchuang Photoelectric Industrial Park Development Co., Ltd., a wholly-owned subsidiary, plans to use no more than RMB 200 million and Chengdu Chuhan, a holding subsidiary, plans to use no more than RMB 200 million of temporarily idle raised funds for cash management. The total amount of cash management using idle raised funds does not exceed RMB 220 million. Within the limit, the funds can be recycled and rolled; The service life shall be valid within 12 months from the date of deliberation and approval by the general meeting of shareholders, and the investment life of a single investment product shall not exceed 12 months. For details, see the announcement of Zhongji Innolight Co.Ltd(300308) on continuing to use idle raised funds for cash management (Announcement No.: 2022048) disclosed by the company on cninfo.com, the information disclosure website of companies listed on GEM designated by CSRC. The independent directors of the company have expressed their independent opinions, and this proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
Voting results: 9 in favor, 0 against and 0 abstention.
14、 The proposal on continuing to use self owned funds for cash management was deliberated and adopted
In order to improve the use efficiency of the company’s own funds and increase capital income, on the premise of ensuring the daily operation capital demand and capital safety, the company and its subsidiaries, subsidiaries and branches within the scope of consolidated statements plan to use their own funds of no more than RMB 1 million for cash management. The service life is valid within 12 months from the date of deliberation and approval by the general meeting of shareholders of the company, The investment period of a single investment product shall not exceed 12 months. For details, please refer to the announcement of Zhongji Innolight Co.Ltd(300308) on continuing to use self owned funds for cash management (Announcement No.: 2022049) disclosed on cninfo.com, the information disclosure website of GEM listed companies designated by the CSRC. The independent directors of the company have expressed their independent opinions, and this proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
Voting results: 9 in favor, 0 against and 0 abstention.
15、 The proposal on the company’s report for the first quarter of 2022 was deliberated and adopted
According to the company law and the articles of Association
