Securities code: Tcl Technology Group Corporation(000100) securities abbreviation: TCL technology Announcement No.: 2022031 TCL Technology Group Co., Ltd
Announcement of resolutions of the 18th meeting of the 7th board of directors
TCL Technology Group Co., Ltd. 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.
The 18th meeting of the 7th board of directors of TCL Technology Group Co., Ltd. (hereinafter referred to as "the company" or "the company") was notified by email on April 15, 2022 and held by on-site combined communication on April 27, 2022. 10 directors should participate in the voting of this board of directors, and 10 actually participated in the voting. The meeting was held in accordance with the relevant provisions of the company law of the people's Republic of China and the articles of association.
1、 The meeting deliberated and adopted the proposal on the work report of the company's 2021 annual board of directors with 10 votes in favor, 0 abstention and 0 opposition.
For details, see "management discussion and analysis" in Section III of the full text of the company's 2021 annual report. This proposal will be submitted to the general meeting of shareholders of the company for deliberation.
2、 The meeting deliberated and adopted the proposal on the company's 2021 annual financial report with 10 votes in favor, 0 abstention and 0 opposition.
For details, see the company's 2021 annual financial report published on the designated information disclosure media on the same day as the announcement of this resolution.
This proposal will be submitted to the general meeting of shareholders of the company for deliberation.
3、 The meeting deliberated and adopted the proposal on the full text and summary of the company's 2021 annual report with 10 votes in favor, 0 abstentions and 0 votes against.
The details of the company's annual announcement and the full text of the information disclosure report of the year 2021 are published on the same date as the media announcement of the year 2021.
This proposal will be submitted to the general meeting of shareholders of the company for deliberation.
4、 The meeting deliberated and adopted the proposal on the full text of the company's report for the first quarter of 2022 with 10 votes in favor, 0 abstentions and 0 votes against.
For details, see the company's proposal on the summary report of the first session of 2022 on the audit work of Dahua Certified Public Accountants (special general partnership) in 2021 published on the designated information disclosure media on the same day as the announcement of this resolution.
For details, see "VII. Situation of special committees under the board of directors during the reporting period" in Section IV of the full text of the 2021 annual report of the company.
6、 The meeting deliberated and adopted the proposal on renewing the appointment of accounting firms with 10 votes in favor, 0 abstention and 0 opposition.
For details, see the company's announcement on renewing the appointment of accounting firms published on the designated information disclosure media on the same day as the announcement of this resolution.
This proposal will be submitted to the general meeting of shareholders of the company for deliberation.
7、 The meeting deliberated and adopted the proposal of 2021 annual internal control evaluation report with 10 votes in favor, 0 abstentions and 0 votes against.
For details, see the company's 2021 internal control evaluation report published on the designated information disclosure media on the same day as the announcement of this resolution.
8、 The meeting deliberated and adopted the proposal of the company's profit distribution plan for 2021 with 10 votes in favor, 0 abstentions and 0 votes against.
Audited by Dahua Certified Public Accountants (special general partnership), the net profit attributable to the owner of the parent company in 2021 was 10057443528 yuan. The net profit of the parent company in 2021 was 978305620 yuan, plus the undistributed profit at the beginning of the year of 8771394269 yuan, after deducting the profit distribution of 1723420354 yuan (including 97830562 yuan of surplus reserve and 1625589792 yuan of cash distribution to shareholders) and other changes of 4950181 yuan, the profit available for distribution to shareholders in the statement of the parent company at the end of 2021 was 8021329354 yuan, The profit available for distribution to shareholders in the consolidated statements is RMB 22458339816.
The company's profit distribution plan for 2021 is: Based on 13666683905 shares of capital stock that can participate in profit distribution on April 27, 2022 (total capital stock 14030642421 shares minus 363958516 shares that do not participate in profit distribution in the company's repurchase special securities account), it is proposed to distribute cash dividends of RMB 1.5 (including tax) to all shareholders for every 10 shares, with a total profit of 2050 Jiangsu Shuangxing Color Plastic New Materials Co.Ltd(002585) 75, The remaining undistributed profit is 597132676825 yuan, which is carried forward to be distributed in subsequent years. No bonus shares will be given this year, and no capital reserve will be converted into share capital.
If before the implementation of the distribution plan, the total share capital of the company is converted into shares due to convertible bonds, share repurchase and equity incentive
This proposal will be submitted to the general meeting of shareholders of the company for deliberation.
9、 The meeting deliberated and adopted the proposal on the remuneration of directors, supervisors and senior managers in 2021 with 10 votes in favor, 0 abstentions and 0 votes against.
For details, see "section IV corporate governance (V) directors, supervisors and senior managers" of the company's annual report 2021 published on the designated information disclosure media on the same day as the announcement of this resolution. This proposal will be submitted to the general meeting of shareholders of the company for deliberation.
10、 The meeting deliberated and adopted the proposal on the prediction of daily connected transactions in 2022 with 7 votes in favor, 0 abstentions and 0 votes against. Related directors Mr. Li Dongsheng, Ms. Du Juan and Mr. Liao Qian abstained from voting.
For details, see the company's announcement on the forecast of daily connected transactions in 2022 published on the designated information disclosure media on the same day as the announcement of this resolution.
This proposal will be submitted to the general meeting of shareholders of the company for deliberation.
11、 The meeting deliberated and adopted the proposal on related party transactions with Shenzhen Jucai Supply Chain Technology Co., Ltd. in 2022 by 10 votes in favor, 0 abstentions and 0 against.
For details, see the company's announcement on 2022 related party transactions with Shenzhen Jucai Supply Chain Technology Co., Ltd. published on the designated information disclosure media on the same day as the announcement of this resolution.
12、 The meeting deliberated and adopted the proposal on daily connected lease in 2022 with 7 votes in favor, 0 abstention and 0 against. Related directors Mr. Li Dongsheng, Ms. Du Juan and Mr. Liao Qian abstained from voting. For details, see the company's announcement on daily connected lease in 2022 published on the designated information disclosure media on the same day as the announcement of this resolution.
13、 The meeting deliberated and adopted the proposal on related party transactions of TCL Technology Group Finance Co., Ltd. to continue to provide financial services to related parties and renew the financial service agreement by 7 votes in favor, 0 abstentions and 0 votes against.
Related directors Mr. Li Dongsheng, Ms. Du Juan and Mr. Liao Qian abstained from voting.
For details, please refer to the company's announcement on related party transactions of TCL Technology Group Finance Co., Ltd. to continue to provide financial services to related parties and renew the financial service agreement published on the designated information disclosure media on the same day as the announcement of this resolution.
This proposal will be submitted to the general meeting of shareholders of the company for deliberation.
14、 The meeting deliberated and adopted the proposal on carrying out accounts receivable factoring business and related party transactions with 7 votes in favor, 0 abstentions and 0 votes against. Related directors Mr. Li Dongsheng, Ms. Du Juan and Mr. Liao Qian abstained from voting.
For details, see the company's announcement on carrying out accounts receivable factoring business and related party transactions published on the designated information disclosure media on the same day as the announcement of this resolution.
This proposal will be submitted to the general meeting of shareholders of the company for deliberation.
15、 The meeting deliberated and adopted the proposal on continuing to provide guarantee for the undue guarantee business of related parties with 7 votes in favor, 0 abstentions and 0 votes against. Related directors Mr. Li Dongsheng, Ms. Du Juan and Mr. Liao Qian abstained from voting.
For details, see the company's announcement on continuing to provide guarantee for the unexpired guarantee business of related parties published on the designated information disclosure media on the same day as the announcement of this resolution.
This proposal will be submitted to the general meeting of shareholders of the company for deliberation.
16、 The meeting deliberated and adopted the proposal on providing guarantee for subsidiaries in 2022 with 10 votes in favor, 0 abstentions and 0 votes against.
For details, see the company's announcement on providing guarantees for subsidiaries in 2022 published on the designated information disclosure media on the same day as the announcement of this resolution.
This proposal will be submitted to the general meeting of shareholders of the company for deliberation.
17、 The meeting deliberated and adopted the proposal on special instructions on securities investment and financial management in 2021 with 10 votes in favor, 0 abstentions and 0 votes against.
For details, see the company's special instructions on securities investment in 2021 published on the designated information disclosure media on the same day as the announcement of this resolution.
18、 The meeting deliberated and adopted the proposal on matters related to securities investment and wealth management in 2022 with 10 votes in favor, 0 abstentions and 0 votes against.
For details, see the company's announcement on matters related to securities investment and wealth management in 2022 published on the designated information disclosure media on the same day as the announcement of this resolution.
This proposal will be submitted to the general meeting of shareholders of the company for deliberation.
19、 The meeting deliberated and adopted the proposal on the risk continuous assessment report of TCL Technology Group Finance Co., Ltd. with 7 votes in favor, 0 abstentions and 0 votes against. Related directors Mr. Li Dongsheng, Ms. Du Juan and Mr. Liao Qian abstained from voting.
For details, please refer to the company's risk continuous assessment report on TCL Technology Group Finance Co., Ltd. published on the designated information disclosure media on the same day as the announcement of this resolution.
20、 The meeting deliberated and adopted the special report on the deposit and use of raised funds in 2021 with 10 votes in favor, 0 abstentions and 0 against.
For details, see the company's special report on the deposit and use of raised funds in 2021 published on the designated information disclosure media on the same day as the announcement of this resolution.
21、 The meeting deliberated and adopted the proposal of the 2021 environmental, social and governance report with 10 votes in favor, 0 abstentions and 0 votes against.
For details, see the company's environmental, social and Governance Report 2021 published on the designated information disclosure media on the same day as the announcement of this resolution.
22、 The meeting deliberated and adopted the proposal on requesting the company to convene the 2021 annual general meeting of shareholders with 10 votes in favor, 0 abstention and 0 opposition.
Due to the need of deliberation on relevant matters, the company plans to hold the 2021 annual general meeting of shareholders of the company at 14:30 p.m. on May 19, 2022 in Conference Room 202, floor 2, building G1, TCL Science Park International e city, 1001 Zhongshan Park Road, Nanshan District, Shenzhen. The meeting will consider the following proposals by on-site combined with online voting:
1. Proposal on the annual work report of the board of directors of the company in 2021;
2. Proposal on the annual work report of the board of supervisors of the company in 2021
3. Proposal on the company's 2021 annual financial report;
4. Proposal on the full text and summary of the company's 2021 annual report;
5. Proposal on renewing the appointment of accounting firms;
6. Proposal of the company's 2021 profit distribution plan;
7. Proposal on the remuneration of directors, supervisors and senior managers in 2021;
8. Proposal on the prediction of daily connected transactions in 2022;
9. Proposal on related party transactions of TCL Technology Group Finance Co., Ltd. to continue to provide financial services to related parties and renew the financial service agreement;
10. Proposal on carrying out accounts receivable factoring business and related party transactions
11. Proposal on continuing to provide guarantee for the unexpired guarantee business of related parties;
12. Proposal on providing guarantee for subsidiaries in 2022;
13. Proposal on matters related to securities investment and wealth management in 2022.
For details, see the notice on convening the 2021 annual general meeting of shareholders published on the designated information disclosure media on the same day as the announcement of this resolution.
It is hereby announced.
Board of directors of TCL Technology Group Co., Ltd. April 27, 2022
