Securities code: Shenzhen Sunwin Intelligent Co.Ltd(300044) securities abbreviation: ST Saiwei Announcement No.: 2022035
Shenzhen Sunwin Intelligent Co.Ltd(300044)
Announcement of resolutions of the 25th meeting of the 5th 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.
1、 Meetings of the board of directors
Shenzhen Sunwin Intelligent Co.Ltd(300044) (hereinafter referred to as "the company") the notice of the 25th meeting of the 5th board of directors was sent to all directors by the office of the board of directors by means of communication on April 15, 2022. 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 have 9 directors and 9 actual directors. Among them, independent directors Mr. Dai Xinmin, Mr. Wang Zhidong, Mr. Yu HENGQIANG and director Mr. Yang Yanfeng attended the meeting by means of communication. The meeting was presided over by Chairman Mr. Zhou Yong, and some supervisors and senior managers attended the meeting as nonvoting delegates. The notice and convening 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、 Deliberations of the board meeting
1. The proposal on the work report of the general manager in 2021 was deliberated and adopted
All directors of the company listened carefully to the general manager's work report in 2021 made by Ms. Zhou qiru, the general manager of the company, to the board of directors, which involved the company's work summary in 2021 and work plan in 2022. Voting results: 9 in favor, 0 against and 0 abstention. The bill was passed.
2. The proposal on the work report of the board of directors in 2021 was deliberated and adopted
The board of directors of the company reviewed and approved the work report of the board of directors in 2021. The independent directors of the company submitted the work report of independent directors in 2021 to the board of directors and will report on their work at the 2021 annual general meeting of shareholders of the company.
Voting results: 9 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.
The work report of the board of directors in 2021 and the work report of independent directors in 2021 are disclosed on the gem information disclosure website designated by the CSRC on April 28, 2022 (www.cn. Info. Com. CN) Relevant contents of.
3. The proposal on 2021 annual report and its summary was deliberated and adopted
After fully understanding and reviewing the full text and summary of the company's 2021 annual report, the board of directors of the company believes that the full text and summary of the company's 2021 annual report truly, accurately and completely reflect the actual operating conditions of the company, there are no matters that should be disclosed but not disclosed, and there are no false records, misleading statements or major omissions.
Voting results: 9 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.
The full text and abstract of the 2021 annual report are disclosed 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 the financial final accounts report of 2021 was deliberated and adopted
The board of Directors believes that the company's 2021 financial statement objectively and truly reflects the company's financial situation in 2021.
Voting results: 9 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 2021 annual financial statement, 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.
5. The proposal on correction and retroactive adjustment of accounting errors in the previous period was deliberated and adopted
The correction and retroactive adjustment of accounting errors comply with 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 China Securities Regulatory Commission. It is a correction of improper accounting treatment in the past. The board of directors agreed to correct and retroactively adjust the accounting errors of previous years.
Voting results: 9 in favor, 0 against and 0 abstention. The bill was passed.
All independent directors of the company expressed their independent opinions on the proposal, and Asia Pacific (Group) accounting firm (special general partnership) issued a special explanation on the matter.
For details of the announcement on correction and retroactive adjustment of accounting errors in the previous period, please refer to the gem information disclosure website designated by the CSRC on April 28, 2022 (www.cn. Info. Com. CN.) Relevant announcements.
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 other risk warnings were implemented by Shenzhen Stock Exchange. 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 directors and various rectification teams, the company has completed self inspection, self correction and compliance rectification. The board of Directors 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: 9 in favor, 0 against and 0 abstention. The bill was passed.
All independent directors of the company expressed their independent opinions on the report.
For details of the self-evaluation report on internal control 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.
7. 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 current business situation and future development capital needs, the board of directors of the company put forward the company's profit distribution plan for 2021 as follows: no profit distribution is planned in 2021, Nor will it carry out the conversion of capital reserve into share capital or other forms of distribution.
Voting results: 9 in favor, 0 against and 0 abstention. The bill was passed.
All independent directors of the company expressed their independent opinions on the proposal. The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
The special instructions of the board of directors on no profit distribution in 2021 is disclosed 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 special report on the deposit and use of raised funds in 2021 was deliberated and adopted. After deliberation by the participating directors, 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 companies listed on GEM 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. There was no illegal use of raised funds, nor did it change or change the investment direction of raised funds in a disguised form and damage the interests of shareholders.
Voting results: 9 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.
9. The proposal on Directors' remuneration scheme was deliberated and adopted
The remuneration of directors of the company 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. The annual salary of chairman Zhou Yong is 1 million yuan (including tax), and the performance reward is paid according to the evaluation scheme; 2. The annual salary of Mr. Zhou Xinhong, a non independent director, is 120000 yuan (including tax), and the performance reward is paid according to the evaluation scheme; 3. The company's independent directors adopt a fixed allowance system, with a fixed allowance of 100000 yuan / year (including tax); 4. Ms. Zhou qiru receives salary according to the position of general manager of the company; 5. Non independent directors Ms. Ning Qunyi and Ms. Zhao Yu are paid according to the position of deputy general manager of the company, while Mr. Yang Yanfeng is not paid as a director in the company and is paid according to his administrative position in the subsidiary.
All directors avoided voting on the proposal.
Voting results: 0 in favor, 0 against, 0 abstained and 9 avoided.
The proposal has been deliberated by the remuneration and assessment committee of the board of directors, and the independent directors have expressed their independent opinions on the proposal, which needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
10. The proposal on the remuneration scheme for senior managers was deliberated and adopted
The remuneration of senior managers of the company 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 board of Directors believes that the remuneration plan of the company's senior managers is formulated based on the remuneration level of the company's industry and the actual operation of the company, which is conducive to the steady development of the company. The decision-making procedure and determination basis of the remuneration scheme comply with the provisions of relevant laws and regulations and the articles of association, and there is no infringement on the interests of shareholders.
Related directors Mr. Zhou Yong, Ms. Ning Qunyi, Ms. Zhou qiru and Ms. Zhao Yu avoided voting, and five non related directors attending the meeting voted on this proposal.
Voting results: 5 affirmative votes, 0 negative votes, 0 abstention votes and 4 avoidance votes. The proposal was passed. The proposal has been deliberated and approved by the remuneration and assessment committee of the board of directors, and all independent directors of the company have expressed their independent opinions on the proposal.
11. 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
According to the net profit data realized by 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.
Related directors Mr. Zhou Yong, Ms. Ning Qunyi, Ms. Zhou qiru and Ms. Zhao Yu avoided voting on the proposal. Five non affiliated directors attending the meeting voted on this proposal. All independent directors expressed their independent opinions on the proposal.
Voting results: 5 in favor, 0 against, 0 abstention and 4 withdrawal. 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 announcements. 12. Proposal on the first quarter report of 2022
After deliberation, all directors believe 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 without any false records, misleading statements or major omissions.
Voting results: 9 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.
13. The proposal on adjusting the organizational structure was deliberated and adopted
The company plans to adjust the organizational structure of the company in combination with the actual business development needs, in order to further improve the corporate governance structure and improve the operation efficiency and management level of the company. The board of Directors believes that the adjustment of the organizational structure is in line with the actual business needs
