Securities code: Newland Digital Technology Co.Ltd(000997) securities abbreviation: Newland Digital Technology Co.Ltd(000997) Announcement No.: 2022012 Newland Digital Technology Co.Ltd(000997)
Announcement of resolutions of the 7th Meeting of the 8th 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.
On April 18, 2022, the board of directors of Newland Digital Technology Co.Ltd(000997) (hereinafter referred to as “the company”) sent a written notice to all directors to convene the seventh meeting of the eighth board of directors of the company, and held the meeting in the conference room of the company on April 26, 2022 by means of on-site and communication. 5 directors (including 2 independent directors) should be present at the meeting, and 5 actually. The meeting was presided over by Ms. Wang Jing, chairman of the board of directors, and the supervisors and senior managers of the company attended the meeting as nonvoting delegates. The convening and convening procedures of the meeting shall comply with relevant laws and regulations and the relevant provisions of the articles of association.
After careful consideration, the meeting adopted the following resolutions:
1、 The work report of the board of directors of the company in 2021 was reviewed and adopted, and the voting results were: 5 in favor, 0 against and 0 abstention.
For details, please refer to the work report of the board of directors in 2021 disclosed on cninfo.com on the same day. 2、 The company’s 2021 annual financial statement was reviewed and adopted, and the voting results were: 5 in favor, 0 against and 0 abstention.
For details, please refer to the company’s 2021 financial statement disclosed on cninfo.com on the same day. 3、 The annual report of the company in 2021 and the summary of the annual report of the company in 2021 were reviewed and adopted. The voting results were: 5 in favor, 0 against and 0 abstention.
For details, see the company’s 2021 annual report and the company’s 2021 annual report summary disclosed in China Securities Journal, securities times, Shanghai Securities News, securities daily and cninfo on the same day.
4、 The company’s profit distribution plan for 2021 was reviewed and approved, and the voting results were: 5 in favor, 0 against and 0 abstention.
According to the audit of Rongcheng Certified Public Accountants (special general partnership), in 2021, the parent company realized a net profit after tax of 58753091934 yuan, withdrew the statutory surplus reserve of 5875309193 yuan by 10%, added the undistributed profit of 205093054173 yuan at the beginning of the year, and deducted the distributed cash dividend of 35651102036 yuan in 2020, the actual profit available for distribution to shareholders was 222319734878 yuan. The board of directors of the company plans to distribute cash dividends of 2.50 yuan (including tax) for every 10 shares in 2021 based on 101309791500 shares (103206293700 shares of total share capital minus 1896502200 shares held in the company’s repurchase account) with the right to profit distribution, with a total cash dividend of 25327447875 yuan, no bonus shares and no conversion of reserve fund into share capital, The remaining undistributed profits shall be transferred to subsequent years for distribution. During the period from the disclosure of the profit distribution plan to the implementation, if the total amount of shares that the company can participate in the profit distribution changes, the distribution proportion will be adjusted according to the principle that the total amount of distribution remains unchanged.
The independent directors of the company agreed to the proposal and expressed independent opinions.
For details, see the announcement on the profit distribution plan for 2021 disclosed in China Securities Journal, securities times, Shanghai Securities News, securities daily and cninfo on the same day.
5、 The proposal on payment of audit related expenses in 2021 was considered and adopted, and the voting results were: 5 in favor, 0 against and 0 abstention.
The 2020 annual general meeting of shareholders deliberated and approved the proposal on renewing the appointment of accounting firm. The company appointed Rongcheng accounting firm (special general partnership) as the audit institution of the company’s financial statements and internal control in 2021. The board of directors plans to pay Rongcheng accounting firm a total of RMB 2.75 million for the audit related expenses in 2021 (including the audit expenses of the company’s internal control), The audit fee includes the travel and accommodation expenses of the accounting firm.
6、 The proposal on renewing the appointment of accounting firms was deliberated and adopted, and the voting results were: 5 in favor, 0 against and 0 abstention.
The company plans to renew the appointment of Rongcheng Certified Public Accountants (special general partnership), who is qualified to engage in securities related business, as the audit institution of the company’s financial statements and internal control in 2021, from the date of approval by the general meeting of shareholders to the date of convening the next annual general meeting of shareholders, and submit to the general meeting of shareholders to authorize the board of directors to determine and pay relevant expenses according to the audit matters of the current year.
The independent directors of the company expressed their prior approval opinions and independent opinions.
For details, see the announcement on renewing the appointment of accounting firms disclosed in China Securities News, securities times, Shanghai Securities News, securities daily and cninfo on the same day.
7、 The 2021 internal control evaluation report of the company was reviewed and adopted, and the voting results were: 5 in favor, 0 against and 0 abstention.
According to relevant regulations, the company shall write an internal control evaluation report after the end of each fiscal year. The independent directors of the company agreed to the proposal and expressed independent opinions.
See the company’s 2021 internal control evaluation report disclosed on cninfo.com on the same day for details. 8、 The 2021 social responsibility report of the company was reviewed and adopted, and the voting results were: 5 in favor, 0 against and 0 abstention.
For details, please refer to the 2021 annual social responsibility report of the company disclosed on cninfo.com on the same day. 9、 The special report of the board of directors on the deposit and use of the company’s raised funds in 2021 was reviewed and adopted. The voting results were: 5 in favor, 0 against and 0 abstention.
For details, see the special report of the board of directors on the deposit and use of the company’s raised funds in 2021 disclosed in China Securities News, securities times, Shanghai Securities News, securities daily and cninfo on the same day.
10、 The report of the company for the first quarter of 2022 was reviewed and adopted, and the voting results were: 5 in favor, 0 against and 0 abstention.
For details, please refer to the company’s report for the first quarter of 2022 disclosed in China Securities News, securities times, Shanghai Securities News, securities daily and cninfo on the same day.
11、 The proposal on providing guarantee limit for subsidiaries in 2022 was deliberated and adopted, and the voting results were: 5 in favor, 0 against and 0 abstention.
In order to support the operation and business development needs of subsidiaries and improve the decision-making efficiency of the company, the company expects to provide joint and several liability guarantee with an amount of no more than RMB 2 billion for wholly-owned subsidiaries and holding subsidiaries in 2022, which is used for the extension of guarantee matters of stock business and guarantee matters of new business. The asset liability ratio of guaranteed subsidiaries is less than 70%. The above estimated guarantee amount is the upper limit of the total guarantee amount provided by the company to the guaranteed person within the validity period of the guarantee amount, and the actual guarantee amount shall be subject to the guarantee contract or agreement signed at that time.
Within the aforesaid guarantee amount, the board of directors requested the general meeting of shareholders to authorize the board of directors to make decisions on the guarantee matters, and allowed the board of directors to authorize the management of the company to decide the guarantee method, guarantee amount and sign the guarantee agreement and other relevant documents according to the specific financing situation.
For details, see the announcement on providing guarantee amount for subsidiaries in 2022 disclosed in China Securities News, securities times, Shanghai Securities News, securities daily and cninfo on the same day.
12、 The proposal on providing external financing guarantee for wholly-owned subsidiaries was deliberated and adopted, and the voting results were: 5 in favor, 0 against and 0 abstention.
In order to better support the operation and business development of Guangzhou e-commerce Financing Guarantee Co., Ltd. (hereinafter referred to as “e-commerce financing guarantee company”), a wholly-owned subsidiary of the company, and improve the decision-making efficiency of the company, the board of directors of the company agreed that the financing guarantee amount provided by e-commerce financing guarantee company for external guarantee in 2022 should not exceed 1.5 billion yuan, and the validity period is from the date of deliberation and approval of the annual general meeting of shareholders in 2021 to the annual general meeting of shareholders in the next year. The board of directors may, within the scope of the above authorization, decide on the financing guarantees provided by the e-commerce financial guarantee company for small and Micro customers, and each guarantee does not need to be submitted to the general meeting of shareholders of the company for deliberation. If the authorized matters need to be changed due to business operation, it shall be resubmitted to the general meeting of shareholders for deliberation and voting. The independent directors of the company expressed their independent opinions.
For details, see the announcement on providing external financing guarantee for wholly-owned subsidiaries disclosed in China Securities News, securities times, Shanghai Securities News, securities daily and cninfo on the same day. 13、 The proposal on using idle self owned funds to purchase financial products was deliberated and adopted. The voting results were: 5 in favor, 0 against and 0 abstention.
The board of directors of the company agrees to use idle self owned funds to purchase financial products of financial institutions, with an amount of no more than 600 million yuan. The above amount can be used on a rolling basis within one year from the date of announcement. The independent directors of the company agreed to the proposal and expressed independent opinions.
For details, see the announcement on using idle self owned funds to purchase financial products disclosed in China Securities News, securities times, Shanghai Securities News, securities daily and cninfo on the same day. 14、 The proposal on Amending the internal control system was considered and adopted, and the voting results were: 5 in favor, 0 against and 0 abstention.
The company has revised the relevant provisions of the internal control system. For the revision comparison table, see Annex 1. For the full text, see the internal control system (revised in April 2022) disclosed on cninfo.com on the same day.
15、 The proposal on accounting policy change was reviewed and passed, and the voting results were: 5 in favor, 0 against and 0 abstention.
For details, see the announcement on changes in accounting policies disclosed in China Securities Journal, securities times, Shanghai Securities News, securities daily and cninfo on the same day. The independent directors of the company agreed to the proposal and expressed independent opinions.
16、 The proposal on applying for comprehensive credit from Fuzhou branch of HSBC Bank (China) Co., Ltd. was deliberated and adopted. The voting results were: 5 in favor, 0 against and 0 abstention.
Due to the needs of normal operation, the board of directors approved the company to apply for a comprehensive credit line of US $40 million to Fuzhou branch of HSBC Bank (China) Co., Ltd. for a period of one year.
17、 The proposal on convening the 2021 annual general meeting of shareholders was deliberated and adopted, and the voting results were: 5 in favor, 0 against and 0 abstention.
The board of directors of the company agreed to hold the 2021 annual general meeting of shareholders of the company. For details, see the notice on convening the 2021 annual general meeting of shareholders disclosed in China Securities News, securities times, Shanghai Securities News, securities daily and cninfo on the same day.
The above proposals 1, 2, 3, 4, 6, 11 and 12 shall still be submitted to the general meeting of shareholders of the company for deliberation.
It is hereby announced.
Newland Digital Technology Co.Ltd(000997) board of directors
April 27, 2022
Comparison table for revision of internal control system
Preface original clause revised clause
number
Article 1 to strengthen Fujian Newland Digital Technology Co.Ltd(000997) Computer Co., Ltd. Article 1 to strengthen the internal control of Newland Digital Technology Co.Ltd(000997) Digital Technology Co., Ltd. (hereinafter referred to as the “company”) Internal Control Co., Ltd. (hereinafter referred to as the “company”), promote the standardized operation and healthy development of the company, control, promote the standardized operation and healthy development of the company, protect the legitimate rights and interests of investors, and protect the legitimate rights and interests of investors in accordance with the company law, According to the company law, 1 the securities law and other laws and administrative regulations, the securities law and other laws, administrative regulations, departmental rules This system is formulated in accordance with the provisions of the rules and regulations on the listing of shares of Shenzhen Stock Exchange, the rules and regulations on the listing of shares of Shenzhen Stock Exchange (hereinafter referred to as the “Listing Rules”) and the internal control of listed companies of Shenzhen Stock Exchange and the guidelines on the internal control of listed companies of Shenzhen Stock Exchange. This system is formulated in accordance with the provisions of the guidelines.
Article 4: the internal control of the company’s accounting environment, including the evaluation of the company’s internal control information system and the main contents of the company’s internal control information system. Transfer control, internal audit control, etc.
