Securities code: Shenzhen Clou Electronics Co.Ltd(002121) securities abbreviation: Shenzhen Clou Electronics Co.Ltd(002121) Announcement No.: 2022034 Shenzhen Clou Electronics Co.Ltd(002121)
Announcement on the resolutions of the 15th meeting of the 8th 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, and there are no false records, misleading statements or major omissions.
Shenzhen Clou Electronics Co.Ltd(002121) (hereinafter referred to as "the company") the notice of the 15th meeting of the 8th board of directors was sent to all directors by fax, written and e-mail on April 15, 2022. The meeting was held by on-site voting in the administrative conference room of the company on April 25, 2022. There are 9 directors who should vote at this meeting and 9 directors who actually vote. Among them, Mr. Wang DaoHai, the director, is authorized to entrust Mr. Liu Biao, the chairman of the board, to vote on his behalf due to other work arrangements. The supervisors and senior managers of the company attended the meeting as nonvoting delegates, which was presided over by Mr. Liu Biao, chairman of the board. The convening, convening and voting procedures of this meeting comply with the relevant provisions of the company law of the people's Republic of China and the articles of association.
After discussion, the attending directors deliberated and adopted the following proposals:
1、 Deliberated and adopted the work report of the board of directors of the company in 2021;
See "section III Management Discussion and analysis" in the full text of the company's 2021 annual report for the work report of the board of directors in 2021.
The independent directors of the company, Ms. Zhang Wen, Mr. Qiu Yunliang, Mr. Xie Huaqing and the former independent director, Mr. Sheng Baojun, respectively submitted the report on work in 2021 to the board of directors and will report on their work at the 2021 annual general meeting of shareholders of the company. The report on the work of independent directors was published on cninfo.com.cn on April 27, 2022 Come on. Voting results: 9 in favor, 0 against and 0 abstention.
This proposal must be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
2、 Reviewed and approved the 2021 president's work report of the company;
3、 The annual report and summary of the company in 2021 were reviewed and adopted;
All directors and senior managers of the company have made a written confirmation on the 2021 annual report of the company that the content of the 2021 annual report of the company is true, accurate and complete, and there are no false records, misleading statements or major omissions.
The 2021 annual report was published on cninfo.com.cn on April 27, 2022 On; The summary of 2021 annual report (Announcement No.: 2022036) was published in the securities times, China Securities News, Securities Daily, Shanghai Securities News and cninfo (www.cn. Info. Com. CN.) on April 27, 2022 Come on.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal must be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
4、 Deliberated and adopted the company's 2021 annual financial statement report;
According to the audit results of Shenzhen Clou Electronics Co.Ltd(002121) audit report (dhsz [2022] 003888) issued by Dahua Certified Public Accountants (special general partnership), the financial statements of 2021 are prepared as follows:
In 2021, the company realized an operating revenue of 31981619 million yuan, a decrease of 4.17% over the same period of the previous year; The operating profit was -607441300 yuan, a decrease of 333.50% over the same period of last year; The net profit attributable to the shareholders of the listed company was -665224700 yuan, a decrease of 458.93% over the same period of last year; The basic earnings per share is -0.4723 yuan, and the weighted average return on net assets is -60.50%. As of December 31, 2021, the total assets of the company were 82805651 million yuan, the net assets attributable to shareholders of listed companies were 7669338 million yuan, and the net cash flow from operating activities was 2463525 million yuan.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal must be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
5、 The proposal on the company's profit distribution plan for 2021 was reviewed and approved;
According to the Shenzhen Clou Electronics Co.Ltd(002121) audit report (dhsz [2022] 003888) issued by Dahua Certified Public Accountants (special general partnership), the profit of the parent company's net profit in 2021 is -126568197268 yuan.
According to the articles of association and other relevant provisions, the company's profit distribution plan for 2021 is: no cash dividend, no bonus shares and no conversion of provident fund into share capital in 2021.
For details, please refer to securities times, China Securities News, Securities Daily, Shanghai Securities News and cninfo (www.cn. Info. Com. CN.) on April 27, 2022 Special instructions on the company's intention not to make profit distribution in 2021 (Announcement No.: 2022037) published on.
The independent directors of the company expressed independent opinions on this matter. For details, see http://www.cn.info.com.cn.cn on April 27, 2022.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal must be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
6、 Reviewed and approved the 2021 annual internal control self evaluation report of the company;
The self-evaluation report on internal control in 2021 was published on cninfo.com.cn on April 27, 2022 Come on.
The independent directors of the company expressed independent opinions on the report. For details, see http://www.cn.info.com.cn.cn on April 27, 2022.
Voting results: 9 in favor, 0 against and 0 abstention.
7、 The proposal on determining the remuneration of directors and senior managers of the company in 2021 and the remuneration scheme in 2022 was reviewed and approved;
All directors avoided voting, and the proposal was directly submitted to the 2021 annual general meeting for deliberation.
For details, please refer to securities times, China Securities News, Securities Daily, Shanghai Securities News and cninfo (www.cn. Info. Com. CN.) on April 27, 2022 Announcement on the determination of the remuneration of directors and senior managers in 2021 and the remuneration scheme in 2022 (Announcement No.: 2022038) published on the website.
The independent directors of the company expressed independent opinions on the above proposal. For details, see http://www.cn.info.com.cn.cn on April 27, 2022.
8、 Reviewed and approved the 2021 annual social responsibility report of the company;
The 2021 annual social responsibility report was published on cninfo.com.cn on April 27, 2022 Come on.
Voting results: 9 in favor, 0 against and 0 abstention.
9、 The proposal on the prediction of the company's daily connected transactions in 2022 was reviewed and approved;
For details, please refer to securities times, China Securities News, Securities Daily, Shanghai Securities News and cninfo (www.cn. Info. Com. CN.) on April 27, 2022 Announcement on the prediction of the company's daily related party transactions in 2022 (Announcement No.: 2022040) published on.
The proposal was submitted to the board of directors for deliberation after being approved by the independent directors in advance. The independent directors expressed independent opinions, and the related directors Mr. Wang DaoHai, Mr. Sun Huirong and Mr. Li Caijun avoided voting.
Voting results: 6 in favor, 0 against and 0 abstention.
This proposal must be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
10、 The proposal on the company's provision for asset impairment in 2021 was reviewed and approved;
For details, please refer to securities times, China Securities News, Securities Daily, Shanghai Securities News and cninfo (www.cn. Info. Com. CN.) on April 27, 2022 Announcement on the company's provision for asset impairment in 2021 (Announcement No.: 2022041).
The independent directors of the company expressed independent opinions on the above proposal. For details, see http://www.cn.info.com.cn.cn on April 27, 2022.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal must be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
11、 The proposal on the company's outstanding losses reaching one third of the total paid in share capital was deliberated and adopted; For details, please refer to securities times, China Securities News, Securities Daily, Shanghai Securities News and cninfo (www.cn. Info. Com. CN.) on April 27, 2022 Announcement on the company's outstanding losses reaching one third of the total paid in share capital (Announcement No.: 2022042) published on.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal must be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
12、 Reviewed and approved the report of the company for the first quarter of 2022;
All directors and senior managers of the company have made a written confirmation on the company's report for the first quarter of 2022 that the content of the report for the first quarter of 2022 is true, accurate and complete, and there are no false records, misleading statements or major omissions.
The first quarter report of 2022 (Announcement No.: 2022043) was published in the securities times, China Securities News, Securities Daily, Shanghai Securities News and cninfo.com on April 27, 2022（ http://www.cn.info.com.cn. ）Come on.
Voting results: 9 in favor, 0 against and 0 abstention.
13、 The proposal on reappointment of Dahua Certified Public Accountants (special general partnership) as the company's audit institution in 2022 was reviewed and approved;
After checking the annual audit work of the company completed by Dahua Certified Public Accountants (special general partnership), the audit institution of the company in 2021, it is agreed to continue to employ Dahua Certified Public Accountants (special general partnership) as the audit institution of the company in 2022, The specific audit fees shall be submitted to the general meeting of shareholders to authorize the management of the company to negotiate with Dahua Certified Public Accountants (special general partnership) according to the specific audit scope and market price level in 2022.
For details, please refer to securities times, China Securities News, Securities Daily, Shanghai Securities News and cninfo (www.cn. Info. Com. CN.) on April 27, 2022 Announcement on reappointment of Dahua Certified Public Accountants (special general partnership) as the company's audit institution in 2022 (Announcement No.: 2022044). The proposal was submitted to the board of directors for deliberation after being approved by the independent directors in advance. The independent directors expressed independent opinions. For details, see http://www.cn.info.com.cn.cn on April 27, 2022.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal must be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
14、 The proposal on convening the 2021 annual general meeting of shareholders of the company was deliberated and adopted.
According to the company law of the people's Republic of China, the securities law of the people's Republic of China, the stock listing rules of Shenzhen Stock Exchange and the relevant provisions on convening the general meeting of shareholders in the articles of association, the board of directors of the company formulates
The 2021 annual general meeting of shareholders of the company will be held on Tuesday, May 17, 2022 in the administrative conference room of the company. The notice on convening the company's 2021 annual general meeting of shareholders (Announcement No.: 2022045) is detailed in the securities times, China Securities News, Securities Daily, Shanghai Securities News and cninfo (www.cn. Info. Com. CN.) on April 27, 2022.
Voting results: 9 in favor, 0 against and 0 abstention.
It is hereby announced.
Shenzhen Clou Electronics Co.Ltd(002121)
Board of directors
April 26, 2002
