Securities code: Xiamen Guang Pu Electronics Co.Ltd(300632) securities abbreviation: Xiamen Guang Pu Electronics Co.Ltd(300632) Announcement No.: 2022009 Xiamen Guang Pu Electronics Co.Ltd(300632)
Announcement of the 5th meeting of the board of supervisors
The company and all members of the board of supervisors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Meetings of the board of supervisors
The 5th meeting of the 4th board of supervisors (hereinafter referred to as “the company”) was held at 5:00 p.m. on April 21, 2022 in the conference room on the 12th floor of the complex building, No. 18001812 Min’an Avenue, industrial zone, torch high tech Zone (Xiang’an), Xiamen. The meeting notice was sent by email on April 11, 2022. The meeting was convened and presided over by Yang Yuanyong, chairman of the board of supervisors. There were 3 supervisors and 3 supervisors. The convening and holding of the meeting comply with the company law and other relevant regulations, the articles of association and the rules of procedure of the board of supervisors, and the voting is valid.
2、 Deliberation at the meeting of the board of supervisors
The supervisors attending the meeting deliberated and passed the following proposals by open ballot:
1. Deliberated and adopted the work report of the board of supervisors in 2021
In 2021, the board of supervisors of the company strictly abided by relevant laws and regulations, earnestly performed its supervision duties in the spirit of being responsible to the company and all shareholders, supervised and inspected the company’s major business activities, major events, financial status and the performance of duties by directors and senior managers, played a positive role in the standardized operation and development of the company, and safeguarded the legitimate rights and interests of the company and all shareholders.
For details, please refer to cninfo.com, the gem information disclosure website designated by the CSRC（ http://www.cn.info.com.cn. ）Work report of the board of supervisors in 2021.
Voting results: 3 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.
2. Deliberated and adopted the full text and summary of the 2021 Annual Report
After deliberation, the board of supervisors believes that the procedures for the preparation and review 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.
For details, please refer to cninfo.com, the gem information disclosure website designated by the CSRC（ http://www.cn.info.com.cn. ）Full text of 2021 annual report (Announcement No.: 2022011) and summary of 2021 annual report (Announcement No.: 2022012).
Voting results: 3 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.
3. Deliberated and passed the proposal on the financial final accounts report of 2021
After deliberation, the board of supervisors considered that the company’s 2021 financial statement objectively and truly reflected the company’s financial situation and operating results in 2021, and the board of supervisors agreed to the 2021 financial statement.
For details, please refer to cninfo.com, the gem information disclosure website designated by the CSRC（ http://www.cn.info.com.cn. ）Financial final accounts report of 2021.
Voting results: 3 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.
4. The proposal on the unfulfilled conditions for lifting the restrictions on sales in the third lifting period of the restricted stock incentive plan in 2019 and the repurchase and cancellation of some restricted shares were deliberated and adopted
After deliberation, the board of supervisors held that the procedures for the company to adjust the repurchase price of restricted shares, repurchase and cancel 101 incentive objects, and the restricted shares that do not meet the conditions for lifting the restrictions in the third lifting period are legal, in line with the measures for the administration of equity incentives of listed companies, the company’s 2019 restricted stock incentive plan (Draft) and other relevant provisions, and there is no situation that damages the interests of the company and all shareholders, It will not have a material impact on the company’s financial position and operating results. The board of supervisors approved the company to adjust the repurchase price of restricted shares and repurchase and cancel some restricted shares that have not met the incentive conditions.
For details, please refer to cninfo.com, the gem information disclosure website designated by the CSRC（ http://www.cn.info.com.cn. ）Announcement on unfulfilled conditions for lifting restrictions on sales and repurchase and cancellation of some restricted shares in the third lifting period of restricted stock incentive plan in 2019 (Announcement No.: 2022013).
Voting results: 3 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.
5. The proposal on 2021 profit distribution plan was deliberated and adopted
After deliberation, the board of supervisors held that the profit distribution plan for 2021 formulated by the board of directors of the company is in line with the actual situation of the company. On the premise of ensuring the normal operation and long-term development of the company, it better takes into account the short-term and long-term interests of shareholders, and there is no violation of laws, regulations and the articles of association, or damage to the interests of shareholders of the company, especially small and medium-sized shareholders. The board of supervisors agreed to the proposal on the profit distribution plan for 2021.
For details, please refer to cninfo.com, the gem information disclosure website designated by the CSRC（ http://www.cn.info.com.cn. ）Announcement on the company’s profit distribution plan for 2021 (Announcement No.: 2022014).
Voting results: 3 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.
6. Deliberated and passed the proposal on the self evaluation report on internal control in 2021
After deliberation, the board of supervisors believes that the company has established a relatively perfect internal control system and can be effectively implemented. The internal control self-evaluation report prepared by the board of directors of the company truly and objectively reflects the construction and operation of the company’s internal control system. The company’s internal control system is relatively perfect and operable, without obvious weak links and major defects, ensuring the normal operation and management of the company. The company has no internal control defects in 2021, and the internal control self-evaluation report truly and objectively reflects the actual situation of the construction of the company’s internal control system, the implementation and supervision of the internal control system. The board of supervisors agreed to the proposal on the self-evaluation report on internal control in 2021.
For details, please refer to cninfo.com, the gem information disclosure website designated by the CSRC（ http://www.cn.info.com.cn. ）Self evaluation report on internal control in 2021.
Voting results: 3 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.
7. The proposal on the special report on the deposit and use of raised funds in 2021 was passed. After deliberation, the board of supervisors held that the deposit and use of the company’s raised funds in 2021 comply with the relevant laws and regulations of China Securities Regulatory Commission and Shenzhen Stock Exchange on the deposit and use of raised funds of listed companies, and there is no illegal use of raised funds, There is no change or disguised change in the investment direction of the raised funds and damage to the interests of shareholders.
For details, please refer to cninfo.com, the gem information disclosure website designated by the CSRC（ http://www.cn.info.com.cn. ）Special report on the deposit and use of raised funds in 2021.
Voting results: 3 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.
8. Deliberated and passed the proposal on the financial budget report for 2022
Voting results: 3 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.
9. Deliberated and adopted the proposal on developing commodity futures hedging business
After deliberation, the board of supervisors held that the relevant approval procedures for the company and its subsidiaries to carry out futures hedging business comply with the relevant national laws and regulations, the articles of association and the company’s futures hedging business management system, set up corresponding risk control measures, and there is no situation that damages the interests of the company and all shareholders. The board of supervisors agrees that the company and its subsidiaries use their own funds to carry out futures hedging business.
For details, please refer to cninfo.com, the gem information disclosure website designated by the CSRC（ http://www.cn.info.com.cn. ）Announcement on carrying out commodity futures hedging business (Announcement No.: 2022016).
Voting results: 3 in favor, 0 against and 0 abstention.
10. The proposal on using idle self owned funds to purchase financial products was deliberated and adopted
The board of supervisors believes that on the premise of ensuring the company’s normal operation capital demand and effectively controlling risks, the company and its subsidiaries intend to use idle self owned funds with a quota of no more than 800 million yuan to buy short-term financial products with high safety, good liquidity and high-quality issuers, which is conducive to improving the use efficiency of idle funds, seeking more investment returns for the company’s shareholders and will not affect the normal business development of the company, There is no situation that damages the interests of the company and all shareholders, especially minority shareholders. The board of supervisors agreed that the company and its subsidiaries use idle self owned funds with a quota of no more than 800 million yuan to buy short-term financial products with high safety, good liquidity and high-quality issuers. Within the scope of the quota, the funds can be used on a rolling basis.
For details, please refer to cninfo.com, the gem information disclosure website designated by the CSRC（ http://www.cn.info.com.cn. ）Announcement on purchasing financial products with idle self owned funds (Announcement No.: 2022017).
Voting results: 3 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.
11. Deliberated and passed the proposal on the company and its subsidiaries to continue to carry out foreign exchange derivatives trading
The board of supervisors believes that it is necessary for the company to carry out foreign exchange derivatives trading business in order to make full use of financial instruments to lock in profits, avoid and prevent exchange rate and interest rate risks, and enhance the financial stability of the company. The company has formulated the financial derivatives trading business management system and improved the relevant internal control system. The company’s foreign exchange derivatives trading business does not harm the interests of the company and all shareholders, especially minority shareholders. The board of supervisors agreed that the company should carry out foreign exchange derivatives trading business with a balance of no more than US $60 million at any time within one year after the deliberation and approval of the general meeting of shareholders on the premise of ensuring normal production and operation.
For details, please refer to cninfo.com, the gem information disclosure website designated by the CSRC（ http://www.cn.info.com.cn. ）Announcement on the company and its subsidiaries continuing to use their own funds for cash management (Announcement No.: 2022018).
Voting results: 3 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.
12. The proposal on the company and its subsidiaries applying to the bank for comprehensive credit line in 2022 was deliberated and adopted
The board of supervisors believes that the company and its subsidiaries apply to the bank for a comprehensive credit line in order to further broaden financing channels, optimize financing structure, supplement the company’s working capital and business development, and there is no situation that damages the interests of the company and all shareholders, especially minority shareholders. The board of supervisors agreed that the company and its subsidiaries apply to the bank for comprehensive and special credit lines with a cumulative amount of no more than 2.5 billion yuan (or equivalent foreign currency) in 2022.
For details, please refer to cninfo.com, the gem information disclosure website designated by the CSRC（ http://www.cn.info.com.cn. ）Announcement on the company and its subsidiaries applying for comprehensive credit line from banks in 2021 (Announcement No.: 2022019).
Voting results: 3 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.
3、 Documents for future reference
1. Xiamen Guang Pu Electronics Co.Ltd(300632) the resolution of the 5th meeting of the 4th board of supervisors.
Xiamen Guang Pu Electronics Co.Ltd(300632) board of supervisors April 25, 2022
