Securities code: Tongyu Communication Inc(002792) securities abbreviation: Tongyu Communication Inc(002792) Announcement No.: 2022013 Tongyu Communication Inc(002792)
Announcement of resolutions of the 13th meeting of the 4th board of supervisors
The company and all members of the board of supervisors guarantee that the contents of the announcement are true, accurate and complete, and are liable for false records, misleading statements or major omissions in the announcement.
Tongyu Communication Inc(002792) (hereinafter referred to as "the company") held the 13th meeting of the 4th board of supervisors in the company's conference room on April 27, 2022. The notice of this meeting was sent by email on April 16, 2022. The meeting was presided over by Mr. Gao Zhuofeng, chairman of the board of supervisors. The meeting should be attended by 4 supervisors and actually 4 supervisors. The meeting was held by on-site voting, which is in line with the provisions of the company law and the articles of association. The meeting considered and adopted the following resolutions:
1、 Deliberated and adopted the proposal on the work report of the board of supervisors in 2021
The work report of the board of supervisors of the company in 2021 has been prepared, and the specific contents are published on cninfo.com.cn on the same day Report on the work of the board of supervisors in 2021.
Voting results: 4 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
2、 The proposal on the full text and summary of the 2021 annual report was deliberated and adopted
According to the company's operation in 2021, the company has compiled Tongyu Communication Inc(002792) 2021 annual report and summary, and analyzed and summarized the company's operation and financial status.
After review, the board of supervisors believes that the preparation and review procedures of the report comply with the requirements of laws and regulations such as the company law, the Listing Rules of Shenzhen Stock Exchange and the articles of Association; The contents of the report truly, accurately and completely reflect the actual situation of the company; There are no false records, misleading statements or major omissions. For details, please refer to cninfo.com.cn Full text of 2021 annual report (Announcement No.: 2022015) and summary of 2021 annual report (Announcement No.: 2022014) on the.
Voting results: 4 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
3、 Deliberated and passed the proposal on the financial final accounts report of 2021
In 2021, the company realized an operating revenue of 138672924989 yuan, a year-on-year decrease of 8.13%; The operating profit was 4461758877 yuan, a year-on-year decrease of 51.11%; The total profit was 4363936261 yuan, a year-on-year decrease of 51.70%; The net profit attributable to the shareholders of the listed company was 4112017741 yuan, a year-on-year decrease of 42.09%. Voting results: 4 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
4、 The proposal on 2021 profit distribution plan was deliberated and adopted
According to the audit of Rongcheng Certified Public Accountants (special general partnership), the consolidated net profit of the company from January 1, 2021 to December 31, 2021 was 4161633695 yuan, of which the net profit attributable to the shareholders of the listed company was 4112017741 yuan, the net profit of the parent company was 304044044 yuan, and the undistributed profit at the beginning of 2021 was 93422264104 yuan, After deducting the profit of 10135206000 yuan distributed to shareholders according to the resolution of 2020 annual general meeting of shareholders in 2021 and 30404404 yuan of surplus reserve, the undistributed profit available for distribution to shareholders at the end of 2021 was 87368671441 yuan. As of December 31, 2021, the company's consolidated statement capital reserve was 131161486532 yuan and the parent company's statement capital reserve was 141548413903 yuan.
On the basis of giving consideration to the reasonable return on investment of shareholders and the medium and long-term development plan of the company, the following distribution plan is proposed: it is proposed to distribute a cash dividend of RMB 0.20 (including tax) for every 10 shares to all shareholders based on the total share capital of 402056966 shares as of December 31, 2021, with a total distribution of RMB 804113932, without conversion to share capital and bonus shares. After the board of directors deliberates the profit distribution plan, if the share capital changes, the distribution proportion will be adjusted according to the principle that the total distribution amount remains unchanged.
The above profit distribution plan comprehensively considers the company's current industry characteristics, the company's development stage, operation and management, medium and long-term development and other factors, and complies with the provisions on cash dividends in relevant laws and regulations, the articles of association and the company's shareholder return plan for the next three years (20212023).
Voting results: 4 affirmative votes, 0 negative votes and 0 abstention votes.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
5、 Deliberated and passed the proposal on the self-evaluation report on internal control in 2021
According to the requirements of current laws, regulations and normative documents, the management of the company evaluates the effectiveness of the company's internal control in 2021.
After verification, the board of supervisors believes that the internal control of the company during the reporting period is reasonable and effective, and can meet the management requirements and development needs of the company. The self-evaluation report of the board of directors on the company's internal control truly and objectively reflects the construction and operation of the company's internal control system. For details, please refer to the company's publication on cninfo (www.cn. Info. Com. CN.) on the same day Self evaluation report on internal control in 2021.
Voting results: 4 affirmative votes, 0 negative votes and 0 abstention votes.
6、 The proposal on the special report on the deposit and use of raised funds in 2021 was reviewed and approved, and Rongcheng Certified Public Accountants (special general partnership) issued the assurance report on the annual deposit and use of Tongyu Communication Inc(002792) raised funds (Rongcheng zhuanzi [2022] No. 518z0332), The deposit and use of the company's raised funds in 2021 are detailed in the company's website www.cn.info.com.cn on the same day Special report on the deposit and use of raised funds in 2021 (Announcement No.: 2022017).
Voting results: 4 affirmative votes, 0 negative votes and 0 abstention votes.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
7、 The proposal on using idle self owned funds for cash management was deliberated and adopted
In order to improve the use efficiency and income level of funds, on the premise of not affecting the normal operation, the company and its holding subsidiaries plan to use idle self owned funds for cash management and choose the opportunity to buy principal guaranteed financial products of low-risk, short-term (no more than one year) banks and other financial institutions, with a financial management limit of no more than 1 billion yuan. Within the above limit, the funds can be used on a rolling basis, The validity period is from the date of deliberation and approval of the 2021 annual general meeting of shareholders to the date of holding the 2022 annual general meeting of shareholders of the company. The transaction amount (including the relevant amount of reinvestment of the income of the above investment) at any point in the period shall not exceed the amount of entrusted financial management. Meanwhile, the chairman or general manager of the company shall be authorized to sign relevant contract documents within the above investment limit, and the financial director of the company shall be responsible for organizing the implementation. For details, please refer to the company's publication on cninfo (www.cn. Info. Com. CN.) on the same day Announcement on using idle self owned funds for cash management (Announcement No.: 2022019).
Voting results: 4 affirmative votes, 0 negative votes and 0 abstention votes.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
8、 Deliberated and adopted the proposal on the report of the first quarter of 2022
According to the company's operation from January to March 2022, the company compiled the report of the first quarter of Tongyu Communication Inc(002792) 2022, which analyzed and summarized the company's operation and financial status. After review, the board of supervisors believes that the preparation and review procedures of the company's first quarter report of 2022 comply with the requirements of the company law, the Listing Rules of Shenzhen Stock Exchange and other laws and regulations, the articles of association and other rules and regulations; The contents of the report truly, accurately and completely reflect the actual situation of the company; There are no false records, misleading statements or major omissions. For details, please refer to the company's publication on cninfo (www.cn. Info. Com. CN.) on the same day The first quarter report of 2022 (Announcement No.: 2022023) on. Voting results: 4 affirmative votes, 0 negative votes and 0 abstention votes.
9、 The proposal on the provision for asset impairment and write off of assets in 2021 was reviewed and approved
In accordance with the accounting standards for business enterprises and the stock listing rules of Shenzhen Stock Exchange (revised in 2022) and other relevant provisions, in order to more truly and accurately reflect the asset status and financial status of the company as of December 31, 2021, the company and its subsidiaries checked, analyzed and evaluated all kinds of assets based on the principle of prudence, and made provision for impairment of some assets that may have credit and asset impairment, After investigation and evidence collection, the assets that meet the conditions for financial write off confirmation shall be written off.
For details, please refer to the company's publication on cninfo (www.cn. Info. Com. CN.) on the same day Announcement on the provision for asset impairment and write off of assets in 2021 (Announcement No.: 2022020).
Voting results: 4 affirmative votes, 0 negative votes and 0 abstention votes.
10、 Deliberated and passed the proposal on changing accounting policies
On December 31, 2021, the Ministry of Finance issued the interpretation of accounting standards for Business Enterprises No. 15 (CAI Kuai [2021] No. 35) (hereinafter referred to as "Interpretation No. 15"), in which the content of "relevant presentation of centralized fund management" shall come into force as of the date of promulgation, and the company shall implement the provisions as of December 31, 2021. If the company's financial statements were not presented in accordance with the relevant provisions of "relevant presentation of centralized fund management" before the issuance of Interpretation No. 15, The company adjusts the financial statement data of comparable periods in accordance with the provisions. The interpretation of "accounting treatment for the external sales of products or by-products produced before the fixed assets reach the expected usable state or in the process of R & D" and "judgment on loss contracts" shall be implemented as of January 1, 2022.
The implementation of the provisions of Interpretation No. 15 on the presentation of centralized fund management has no impact on the consolidated financial statements of the company. For details, please refer to the company's publication on cninfo (www.cn. Info. Com. CN.) on the same day Announcement on changing accounting policies (Announcement No.: 2022024).
Voting results: 4 affirmative votes, 0 negative votes and 0 abstention votes.
Xi The proposal on repurchase of shares of companies by means of centralized competitive trading was deliberated and adopted one by one. According to the company law of the people's Republic of China, the securities law of the people's Republic of China, the administrative measures for repurchase of public shares by listed companies, the supplementary provisions on repurchase of shares by listed companies by means of centralized competitive trading, and the detailed rules for the implementation of share repurchase by listed companies of Shenzhen Stock Exchange According to the opinions on supporting listed companies to repurchase shares and the articles of association, the company plans to repurchase some shares with its own funds, as follows:
1. Purpose and purpose of share repurchase
Based on the confidence in the future development prospect of the company and the recognition of the value of the company, create an incentive mechanism for creating, sharing and win-win results. Combined with the company's operation, financial status and future development prospect, the company plans to carry out a share repurchase plan. The shares repurchased this time are intended to be used for subsequent employee stock ownership plans or equity incentive plans. The shares repurchased this time shall be granted, transferred or cancelled within three years after the disclosure of the repurchase results and the announcement of share changes.
Voting results: 4 affirmative votes, 0 negative votes and 0 abstention votes.
2. Ways of repurchasing shares
The company plans to buy back through the trading system of Shenzhen Stock Exchange in the form of centralized bidding transaction.
Voting results: 4 affirmative votes, 0 negative votes and 0 abstention votes.
3. Price of repurchased shares
The price of the shares repurchased this time shall not exceed RMB 17.50/share. The actual share repurchase price shall be determined according to the specific situation of the company's share price and in combination with the company's financial and operating conditions after the repurchase is started.
In case of capital reserve conversion to share capital, distribution of shares or cash dividends, stock subdivision, stock reduction, allotment and other matters during the repurchase period, the repurchase price shall be adjusted accordingly from the date of ex right and ex dividend of the share price.
Voting results: 4 affirmative votes, 0 negative votes and 0 abstention votes.
4. Types and quantity of shares to be repurchased and their proportion in the total share capital
The type of shares to be repurchased this time is A-share social public shares issued by the company.
Under the condition that the total amount of repurchase funds does not exceed 50 million yuan (including 50 million yuan) and not less than 30 million yuan (including 30 million yuan), and the price of repurchase shares does not exceed 17.50 yuan / share, it is estimated that the repurchase shares will be about 1714300 to 2857100 shares, accounting for about 0.43% to 0.71% of the current total share capital of the company. The number of shares repurchased this time shall not exceed 10% of the total share capital of the company.
The company will implement this repurchase according to the repurchase plan, the changes in the stock market price during the implementation of the repurchase, and in combination with the company's operating conditions. The specific number of shares to be repurchased shall be based on the expiration of the repurchase period
