Securities code: Shenzhen Sea Star Technology Co.Ltd(002137) securities abbreviation: Shenzhen Sea Star Technology Co.Ltd(002137) Announcement No.: 2022012 Shenzhen Sea Star Technology Co.Ltd(002137)
Announcement on the resolutions of the 21st Meeting of the 6th 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
Shenzhen Sea Star Technology Co.Ltd(002137) (hereinafter referred to as “the company”) the notice of the 21st Meeting of the sixth board of directors was sent to all directors in writing and e-mail on April 11, 2022. The meeting was held on April 22, 2022 in room 2801, block a, Xinhao e Du, CaiTian Road, Futian District, Shenzhen in combination with communication and voting. Ms. Chen Yamei, chairman of the company, presided over the meeting. There were 5 directors who should attend the meeting, 5 actually attended the meeting, and the company’s supervisors and senior managers 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.
2、 Deliberations of the board meeting
1. Deliberated and adopted the 2021 CEO work report
Voting result: the proposal was adopted with five affirmative votes, zero negative votes and zero abstention votes. 2. Deliberated and adopted the work report of the board of directors in 2021
See details published on cninfo.com.cn on April 26, 2022 Section III “management discussion and analysis” of the 2021 annual report.
Voting result: the proposal was adopted with five affirmative votes, zero negative votes and zero abstention votes. The independent 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. The detailed contents of the 2021 annual report of independent directors are published on cninfo.com.cn on April 26, 2022.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
3. Deliberated and adopted the full text and summary of the 2021 Annual Report
The full text of the 2021 annual report was published on cninfo.com.cn on April 26, 2022; The summary of 2021 annual report was published in the securities times and cninfo (www.cn. Info. Com. CN.) on April 26, 2022.
Voting result: the proposal was adopted with five affirmative votes, zero negative votes and zero abstention votes. This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
4. Deliberated and adopted the financial final accounts report of 2021
During the reporting period, the company achieved an operating income of 9213693 million yuan, a total profit of -1004675 million yuan, a net profit attributable to the owner of the parent company of -953304 million yuan, a basic earnings per share of -0.1651 yuan / share, a weighted average return on net assets of -6.79%, and a net cash flow from operating activities of 46.598 million yuan. As of December 31, 2021, the total assets of the company were 1965152400 yuan, and the owner’s equity attributable to the parent company was 1356556300 yuan.
Voting result: the proposal was adopted with five affirmative votes, zero negative votes and zero abstention votes. This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
5. Reviewed and approved the profit distribution plan for 2021
According to the standard unqualified audit report issued by Rongcheng Certified Public Accountants (special general partnership) for the company, the net profit attributable to the shareholders of the listed company in the consolidated statements of the company this year is -953304 million yuan. According to the relevant provisions of the company law and the articles of association, the statutory surplus reserve is 0 million yuan, plus the accumulated undistributed profit at the beginning of the year is -1111947 million yuan, By the end of the reporting period, the profit available for distribution to investors was -206525100 yuan. In view of the negative profit available for distribution of the company in 2021, which does not meet the conditions for cash dividends, and considering the large scale of the company’s share capital at present, the company will not distribute cash dividends, bonus shares or increase share capital with accumulation fund in 2021. The company’s profit distribution plan complies with the articles of association and national laws and regulations.
The independent directors of the company expressed their independent opinions with explicit consent. For details, please refer to www.cn.info.com.cn. On April 26, 2022.
Voting result: the proposal was adopted with five affirmative votes, zero negative votes and zero abstention votes. This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
6. Deliberated and adopted the summary report of the audit committee of the board of directors on the audit work of the accounting firm in 2021
Voting result: the proposal was adopted with five affirmative votes, zero negative votes and zero abstention votes. 7. After careful deliberation, the board of directors agreed to renew the appointment of Rongcheng Certified Public Accountants (special general partnership) as the company’s board of directors and decided on its remuneration in 2022. The board of directors agreed that the company should pay the audit fee of Rongcheng Certified Public Accountants (special general partnership) of 991100 yuan (including tax) in 2021.
The specific contents of the announcement on renewing the appointment of accounting firms are published in the securities times and cninfo (www.cn. Info. Com. CN.) on April 26, 2022.
The independent directors of the company have expressed their independent opinions with explicit consent. For details, see http://www.cn.info.com.cn.cn on April 26, 2022.
Voting result: the proposal was adopted with five affirmative votes, zero negative votes and zero abstention votes. This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
8. Deliberated and adopted the self-evaluation report on internal control in 2021
The detailed contents of the 2021 internal control self-evaluation report are published on cninfo.com.cn on April 26, 2022.
The independent directors of the company have expressed their independent opinions with explicit consent. For details, see http://www.cn.info.com.cn.cn on April 26, 2022.
Voting result: the proposal was adopted with five affirmative votes, zero negative votes and zero abstention votes. 9. The proposal on the remuneration of directors and senior managers of the company in 2021 was deliberated and adopted
(1) About the remuneration of directors Chen Yamei and Qiao Xin in 2021
In 2021, Chen Yamei and Qiao Xin received pre tax salary of RMB 1012200 and RMB 1012200 respectively.
Voting result: the proposal was adopted by three affirmative votes, zero negative votes and zero abstention votes. Related directors Chen Yamei and Qiao Xin avoided voting.
(2) About the remuneration of Yuan Suhua, director, Secretary of the board of directors and financial director of the company in 2021
Yuan Suhua received a pre tax salary of 436800 yuan in 2021.
Voting result: the proposal was adopted by four affirmative votes, zero negative votes and zero abstention votes. Yuan Suhua, a related director, avoided voting.
(3) About 2021 annual allowance for independent directors of the company
In 2021, Liang HuaQuan, Tao Nannan, Ma Qiji, Cao Junbo and Xuan Richard Gu received subsidies of 100000 yuan, 100000 yuan, 100000 yuan and 100000 yuan respectively.
Voting result: the proposal was adopted by three affirmative votes, zero negative votes and zero abstention votes. All independent directors abstained from voting.
(4) About the salary of Zhu Lei, former vice president, COO and Secretary of the board of directors in 2021
In 2021, Zhu Lei received 347900 yuan of pre tax salary from the company.
Voting result: the proposal was adopted with five affirmative votes, zero negative votes and zero abstention votes. After deliberation and approval by the Remuneration Committee of the company, the remuneration received by the directors and senior managers of the company from the company in 2021 was confirmed.
The independent directors of the company have expressed their independent opinions with explicit consent. For details, see http://www.cn.info.com.cn.cn on April 26, 2022.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
10. The self inspection form for the implementation of internal control rules in 2021 was reviewed and adopted
The detailed contents of the self inspection form for the implementation of internal control rules in 2021 are published on cninfo.com.cn on April 26, 2022.
Voting result: the proposal was adopted with five affirmative votes, zero negative votes and zero abstention votes. 11. Deliberated and passed the proposal on the provision for asset impairment and write off of assets
The company’s provision for asset impairment and write off of assets this time comply with the accounting standards for business enterprises, the Listing Rules of Shenzhen Stock Exchange, accounting policies and accounting estimates. According to the principle of prudence and the actual situation of the company’s assets, the company’s provision for asset impairment and write off of assets this time can fairly reflect the company’s financial status and operating results as of December 31, 2021.
The specific contents of the announcement on the provision for asset impairment and write off of assets are published in the securities times and cninfo (www.cn. Info. Com. CN) on April 26, 2022.
The independent directors of the company have expressed their independent opinions with explicit consent. For details, see http://www.cn.info.com.cn.cn on April 26, 2022.
Voting result: the proposal was adopted with five affirmative votes, zero negative votes and zero abstention votes. 12. The proposal on extending the validity period of forward foreign exchange trading business was deliberated and adopted
The specific contents of the announcement on extending the validity period of forward foreign exchange trading business are published in the securities times and cninfo (www.cn. Info. Com. CN) on April 26, 2022.
Voting result: the proposal was adopted with five affirmative votes, zero negative votes and zero abstention votes. This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
13. The proposal on the company’s outstanding losses reaching one-third of the total paid in share capital and the announcement on the company’s outstanding losses reaching one-third of the total paid in share capital were deliberated and adopted. For details, see the announcement published in the securities times and cninfo (www.cn. Info. Com. CN.) on April 26, 2022.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
14. Deliberated and adopted the report of the first quarter of 2022
The full text of the first quarter report of 2022 was published in the securities times and cninfo (www.cn. Info. Com. CN.) on April 26, 2022.
Voting result: the proposal was adopted with five affirmative votes, zero negative votes and zero abstention votes. 15. Deliberated and passed the proposal on convening the 2021 annual general meeting of shareholders
In accordance with the relevant provisions of the company law, the securities law, the Listing Rules of Shenzhen Stock Exchange and the articles of association, the board of directors of the company decided to hold the 2021 annual general meeting of shareholders on May 17, 2022.
The specific contents of the notice on convening the 2021 annual general meeting of shareholders are published in the securities times and cninfo (www.cn. Info. Com. CN.) on April 26, 2022.
Voting result: the proposal was adopted with five affirmative votes, zero negative votes and zero abstention votes. 3、 Documents for future reference
Resolution of the 21st Meeting of the 6th board of directors of the company.
It is hereby announced.
Shenzhen Sea Star Technology Co.Ltd(002137) board of directors April 26, 2022
