Securities code: Shenzhen Sunwin Intelligent Co.Ltd(300044) securities abbreviation: Saiwei intelligent Announcement No.: 2022036 Shenzhen Sunwin Intelligent Co.Ltd(300044)
Announcement of resolutions of the 12th meeting of the 5th 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
Shenzhen Sunwin Intelligent Co.Ltd(300044) (hereinafter referred to as "the company") notified all supervisors of the 12th meeting of the 5th board of supervisors on April 15, 2022 by direct delivery or communication. The meeting was held on April 26, 2022 in the conference room on the 16th floor of Saiwei building, No. 8, LIANLI East Road, xialilang community, Nanwan street, Longgang District, Shenzhen, Guangdong Province. The meeting should include 3 supervisors and 3 actual supervisors. Among them, Mr. Fang Huajun, the supervisor, attended by means of communication. The meeting was presided over by Ms. Xie Linan, chairman of the board of supervisors. Ms. Sui Xiaohong, Secretary of the board of directors, and Ms. Shi Jingyan, chief financial officer, attended the meeting as nonvoting delegates. The convening, convening and voting of this meeting comply with the relevant provisions of the company law of the people's Republic of China and the articles of association. 2、 Deliberation at the meeting of the board of supervisors
1. The proposal on the work report of the board of supervisors in 2021 was deliberated and adopted
In 2021, in accordance with the provisions of the company law, relevant laws and regulations and the articles of association, and in the spirit of being responsible to all shareholders, the board of supervisors conscientiously performed the duties entrusted by relevant laws and regulations, actively and effectively carried out work, supervised the legal operation of the company and the legality and compliance of the duties performed by the company's senior managers, and safeguarded the legitimate rights and interests of the company and shareholders.
Voting results: 3 in favor, 0 against and 0 abstention. The bill was passed.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Information disclosed on the website of China Securities Regulatory Commission (www.info.cn) on February 28, 2024 Relevant contents of.
2. The proposal on 2021 annual report and its summary was deliberated and adopted
After review, the board of supervisors believes that the preparation procedures, contents and format of the company's 2021 annual report comply with the provisions of relevant documents; During the preparation of the annual report, there was no disclosure of secrets or other acts in violation of laws and regulations, the articles of association or damaging the interests of the company; The financial report of the company truly, accurately and completely reflects the financial situation and operating results of the company.
Voting results: 3 in favor, 0 against and 0 abstention. The bill was passed.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
For the full text and abstract of the 2021 annual report, please refer to the gem information disclosure website designated by the CSRC (www.cn. Info. Com. CN.) disclosed by the company on April 28, 2022 Relevant contents of.
3. The proposal on the financial final accounts report of 2021 was deliberated and adopted
The board of supervisors believes that the company's 2021 financial statement objectively and truly reflects the company's financial situation in 2021.
Voting results: 3 in favor, 0 against and 0 abstention. The bill was passed.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
For details of the financial statement of 2021, the company disclosed it on the gem information disclosure website designated by China Securities Regulatory Commission (www.cn. Info. Com. CN.) on April 28, 2022 Relevant contents of.
4. The proposal on correction and retroactive adjustment of accounting errors in the previous period was deliberated and adopted
After review, the board of supervisors believes that the correction and retroactive adjustment of the company's accounting errors comply with the relevant provisions of the accounting standards for Business Enterprises No. 28 - changes in accounting policies and accounting estimates and error correction, and the preparation rules for information disclosure of companies offering securities to the public No. 19 - correction and related disclosure of financial information of the CSRC, comply with the actual operation and financial status of the company, and objectively and fairly reflect the financial status of the company. The deliberation and voting procedures of the board of directors on the error correction and retroactive adjustment comply with the provisions of laws, regulations, the articles of association and other relevant systems, and agree to the correction and retroactive adjustment of accounting errors this time.
Voting results: 3 in favor, 0 against and 0 abstention. The bill was passed.
For details of the announcement on correction and retroactive adjustment of accounting errors in the previous period, the company disclosed it on the gem information disclosure website designated by the CSRC (www.cn. Info. Com. CN.) on April 28, 2022 Relevant contents of.
5. The proposal on the profit distribution plan for 2021 was reviewed and approved
Audited by Asia Pacific (Group) accounting firm (special general partnership), the company's net profit attributable to the owner of the parent company in 2021 was -349013400 yuan. As of December 31, 2021, the total profit available for distribution to all shareholders of the parent company was -731642 million yuan, and the balance of capital reserve was 974232 million yuan. In accordance with the notice on further implementing matters related to cash dividends of listed companies issued by the China Securities Regulatory Commission, the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies and the articles of association, and taking into account the company's operating status and future development capital needs, the board of supervisors agreed that the board of directors proposed the company's profit distribution plan for 2021 as follows: no profit distribution in 2021, Nor will it carry out the conversion of capital reserve into share capital or other forms of distribution.
Voting results: 3 in favor, 0 against and 0 abstention. The bill was passed.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
For details of the special instructions on no profit distribution in 2021, the company disclosed it on the gem information disclosure website designated by China Securities Regulatory Commission (www.cn. Info. Com. CN.) on April 28, 2022 Relevant contents of.
6. The proposal on self-evaluation report on internal control in 2021 was considered and adopted
In 2020, the audited institution of the company issued an internal control assurance report with negative opinions, and Shenzhen Stock Exchange implemented other risk warnings. In order to actively promote the rectification of internal control, the company established seven rectification leading groups headed by Chairman Zhou Yong in May 2021, and hired professional teams such as compliance legal consultant and letter Phi consultant to promote the standardization, procedure and systematization of the company's operation and management and promote the healthy, sustainable and stable development of the company.
With the active promotion of the board of supervisors and various rectification teams, the company has completed self inspection, self correction and compliance rectification. The board of supervisors believes that the self-evaluation report on internal control in 2021 issued by the company is in line with the company's situation in 2021, and the report truly, accurately and completely reflects the company's internal control governance in 2021.
Voting results: 3 in favor, 0 against and 0 abstention. The bill was passed.
The independent directors of the company gave their independent opinions on the report, and the financial audit institution issued an assurance report on the report.
For details of the internal control assurance report in 2021 issued by Asia Pacific (Group) Certified Public Accountants (special general partnership), the company disclosed it on the gem information disclosure website designated by the CSRC on April 28, 2022 (www.cn. Info. Com. CN.) Relevant contents of.
7. The proposal on the special report on the deposit and use of raised funds in 2021 was deliberated and adopted. After deliberation by the attending supervisors, the company has been in accordance with the relevant provisions of the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies, the guidelines for the self discipline supervision of Listed Companies in Shenzhen Stock Exchange No. 2 - standardized operation of GEM listed companies and the articles of association, The special report on the deposit and use of raised funds in 2021 was issued. The deposit and use of the company's raised funds in 2021 met the relevant requirements of China Securities Regulatory Commission and Shenzhen stock exchange for the deposit and use of raised funds, and there was no illegal use of raised funds, nor any change or disguised change in the investment direction of raised funds or damage to the interests of shareholders.
Voting results: 3 in favor, 0 against and 0 abstention. The bill was passed.
Independent directors have expressed their independent opinions on the report; Asia Pacific (Group) Certified Public Accountants (special general partnership) issued an assurance report on the report; The independent financial consultant issued a special opinion on the company.
For details of the special report on the deposit and use of raised funds in 2021, the company disclosed it on the gem information disclosure website designated by China Securities Regulatory Commission (www.cn. Info. Com. CN.) on April 28, 2022 Relevant contents of.
8. The proposal on the remuneration scheme of supervisors was deliberated and adopted
The remuneration of the company's supervisors is divided into annual salary and performance reward. The annual salary is paid monthly, and the performance reward is paid in the next year. The specific salary scheme is as follows: 1. Ms. Xie Linan, chairman of the board of supervisors, has an annual salary of 293100 yuan (including tax); 2. Mr. Wang Dawei, the supervisor, has an annual salary of RMB 210200 (including tax).
The related supervisors avoided voting on the proposal.
Voting results: 1 in favor, 0 against, 0 abstention and 2 withdrawal.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
9. The proposal on repurchase and cancellation of the third phase of restricted shares granted but not yet released that do not meet the incentive conditions was deliberated and adopted
The board of supervisors believes that according to the net profit data of the company in 2021, after deducting the impact of the share payment cost amortized in the corresponding performance evaluation period of all equity incentive plans or employee stock ownership plans implemented within the validity period of the plan, the unlocking conditions for the third unlocking period of restricted stocks first granted by the third restricted stock incentive plan and the unlocking conditions for the second unlocking period of some restricted stocks reserved cannot be met. Therefore, the company plans to repurchase and cancel all 5.112 million restricted shares granted but not yet released in the third unlocking period of restricted shares granted for the first time, and the repurchase price is 3.82 yuan / share; And reserve part of the restricted shares. In the second unlocking period, all the restricted shares that have been granted but have not been released are 1.18 million, and the repurchase price is 3.63 yuan / share. The company has agreed to cancel the restricted stock repurchase in the third period, but we have not yet cancelled the restricted stock repurchase in the third period. Voting results: 3 in favor, 0 against and 0 abstention. The bill was passed.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
For details of the announcement on the proposed repurchase and cancellation of phase III restricted shares, the company disclosed it on the gem information disclosure website designated by the CSRC (www.cn. Info. Com. CN.) on April 28, 2022 Relevant contents of. 10. The proposal on the election of Ms. Wu Yue as the non employee representative supervisor of the 5th board of supervisors of the company was deliberated and adopted
The board of supervisors of the company recently received the resignation application of Mr. Fang Huajun, a non employee representative supervisor of the Fifth Board of supervisors. Mr. Fang Huajun resigned as a supervisor of the company for personal reasons. According to the company law, the articles of association and other relevant provisions, the number of members of the board of supervisors shall not be less than 3. Therefore, the 5th board of supervisors of the company nominated Ms. Wu Yue as the candidate of non employee representative supervisor of the 5th board of supervisors (see the annex for resume).
According to relevant regulations, in order to ensure the normal operation of the board of supervisors, Mr. Fang Huajun, the supervisor, will continue to perform his duties before the election of the new supervisor, and will not automatically resign until the date of the election of the new supervisor. Voting results: 3 in favor, 0 against and 0 abstention. The bill was passed.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
For details of the announcement on resignation of non employee representative supervisors and by election of non employee representative supervisors, the company disclosed it on the gem information disclosure website designated by China Securities Regulatory Commission (www.cn. Info. Com. CN.) on April 28, 2022 Relevant contents of.
11. Proposal for the first quarter of 2022
After review, the board of supervisors believes that the report for the first quarter of 2022 prepared by the company complies with laws, administrative regulations and relevant regulations of China Securities Regulatory Commission and Shenzhen Stock Exchange. The content of the report is true, accurate and complete, and there are no false records, misleading statements or major omissions. The financial report truly, accurately and completely reflects the financial status and operating results of the company.
Voting results: 3 in favor, 0 against and 0 abstention. The bill was passed.
For details of the first quarter report of 2022, the company disclosed it on the gem information disclosure website designated by China Securities Regulatory Commission (www.cn. Info. Com. CN.) on April 28, 2022 Relevant contents of.
12. The proposal on supplementary consideration of related party transactions and the expected borrowing limit of related parties in 2022 was reviewed and adopted
The board of supervisors considered the proposal on supplementary consideration of related party transactions and the estimated borrowing amount of related parties in 2022. Due to daily business needs, the company borrowed from related parties Zhou Yong, Zhao Yu, Shenzhen Haotian Hangyu Trading Co., Ltd. and Shenzhen qianhaijunhan Technology Co., Ltd. in 2021, with a total amount of related party transactions of 3362159 million yuan. In accordance with the relevant provisions of the guidelines for information disclosure of listed companies of Shenzhen Stock Exchange No. 5 - transactions and related party transactions, the board of supervisors shall conduct supplementary deliberation on the above related party transactions; In addition, according to the company's estimation, the amount of related party transactions of the company in 2022 is expected to be 100 million yuan, and the related party is Zhou Yong.
Voting results: 3 in favor, 0 against and 0 abstention. The bill was passed.
All independent directors
