Securities code: 002984 securities abbreviation: Qingdao Sentury Tire Co.Ltd(002984) Announcement No.: 2022-020
Bond Code: 127050 bond abbreviation: Qilin convertible bond
Qingdao Sentury Tire Co.Ltd(002984)
Announcement of resolutions of the third meeting of the third board of directors
The company and all members of the board of directors guarantee that the information disclosed is true, accurate, complete and free from falsehood
Records, misleading statements or material omissions.
1、 Meetings of the board of directors
The third meeting of the third board of directors of Qingdao Sentury Tire Co.Ltd(002984) (hereinafter referred to as “the company”) was held in the conference room of Qingdao company on February 14, 2022 by means of on-site combined communication. The notice of the meeting has been notified to all directors by means of communication and direct delivery on February 4, 2022.
There are 9 directors who should vote at this meeting, and 9 directors who actually vote. Among them, 6 directors attended the meeting on site, including Mr. Wang Yu, the director, Ms. Xu Wenying and Mr. Song Xiliang, the independent directors, who attended by means of communication due to work reasons. The meeting was presided over by the chairman Mr. Qin long, and some supervisors and senior managers of the company attended the meeting as nonvoting delegates. The convening and holding of the meeting shall comply with the company law and other relevant laws, administrative regulations, departmental rules, normative documents and the relevant provisions of the articles of association.
2、 Deliberations of the board meeting
(I) deliberated and passed the proposal on annual report and summary of 2021
Voting results: 9 in favor, 0 against and 0 abstention.
For details, please refer to the company’s disclosure on cninfo (www.cn. Info. Com. CN.) Annual report of 2021 and summary of annual report of 2021 (Announcement No.: 2022-022).
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(II) deliberated and passed the proposal on the work report of the board of directors in 2021
Voting results: 9 in favor, 0 against and 0 abstention.
For details, please refer to the company’s disclosure on cninfo (www.cn. Info. Com. CN.) Work report of the board of directors in 2021. Xu Wenying, song Xiliang and Li Xin, the current independent directors of the company, and Zhang Xinyun, the former independent director, submitted the report on the work 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. For details, please refer to the company’s disclosure on http://www.cn.info.com.cn Report on the work of independent directors in 2021.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(III) deliberated and passed the proposal on the work report of the general manager in 2021
Voting results: 9 in favor, 0 against and 0 abstention.
In order to standardize the company’s governance structure, in accordance with the provisions of the company law and the articles of association, and in combination with the external market environment, competition situation and the company’s development status, the 2021 general manager’s work report is hereby formulated. The board of directors of the company believes that the management has effectively implemented the resolutions of the general meeting of shareholders and the board of directors in 2021, made efforts to promote various work according to the established development strategy of the company, and better completed the business objectives of 2021. The content of the work report objectively and truly reflects the daily operation and management of the company in 2021.
(IV) deliberated and passed the proposal on the financial final accounts report of 2021
Voting results: 9 in favor, 0 against and 0 abstention.
The financial statement of 2021 can be referred to the company’s disclosure on cninfo (www.cn. Info. Com. CN.) Relevant financial sections of the 2021 annual report.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(V) deliberated and passed the proposal on the self evaluation report on internal control in 2021
Voting results: 9 in favor, 0 against and 0 abstention.
The independent directors of the company have expressed their independent opinions on the matter; Haitong Securities Company Limited(600837) issued verification opinions on this; ShineWing Certified Public Accountants (special general partnership) issued an assurance report on this. For details, please refer to the company’s disclosure on cninfo (www.cn. Info. Com. CN.) Self evaluation report on internal control in 2021, independent opinions of independent directors on matters related to the third meeting of the third board of directors, verification opinions of Haitong Securities Company Limited(600837) self evaluation report on internal control in Qingdao Sentury Tire Co.Ltd(002984) 2021 and internal control assurance report.
(VI) deliberated and passed the proposal on the allowance standard for directors of the company
It is proposed that the allowance for independent directors of the company is 100000 yuan / year (including tax), and the allowance for non independent directors is 0 million yuan
The independent directors of the company expressed their independent opinions on this matter.
For details, please refer to the company’s disclosure on cninfo (www.cn. Info. Com. CN.) Independent opinions of independent directors on matters related to the third meeting of the third board of directors of the company.
All directors avoid voting, and this proposal will be directly submitted to the general meeting of shareholders of the company for deliberation.
(VII) deliberated and passed the proposal on the remuneration of senior managers of the company
Voting results: 5 in favor, 0 against and 0 abstention.
Related directors Mr. Lin Wenlong, Mr. Qin Jingbo, Mr. Jin Shengyong and Ms. Xu Huashan avoided voting.
The salary standard of the company’s senior managers is proposed as follows:
Name position salary (yuan / year)
Lin Wenlong, Director / general manager 949700
Qin Jingbo Director / Deputy General Manager 396000
Jin Shengyong Director / Board Secretary 780000
Xu Huashan Director / Chief Financial Officer 888000
Fan Quanjiang, deputy general manager 396000
Chang Huimin, deputy general manager 480000
Jiang Fei, deputy general manager 777600
Yao Zhiguang, deputy general manager 660000
Note: the remuneration of the above-mentioned senior managers does not include performance bonus
The independent directors of the company expressed their independent opinions on this matter.
For details, please refer to the company’s disclosure on cninfo (www.cn. Info. Com. CN.) Independent opinions of independent directors on matters related to the third meeting of the third board of directors of the company.
(VIII) the proposal on the special report on the deposit and use of raised funds in 2021 was considered and adopted. The voting results: 9 votes in favor, 0 votes against and 0 abstention.
The independent directors of the company have expressed their independent opinions on the matter; ShineWing Certified Public Accountants (special general partnership) issued an assurance report on the matter; Haitong Securities Company Limited(600837) issued verification opinions on this. For details, please refer to the company’s disclosure on cninfo (www.cn. Info. Com. CN.) Special report on the deposit and use of raised funds in 2021 (Announcement No.: 2022-023), independent opinions of independent directors on matters related to the third meeting of the third board of directors, assurance report on the annual deposit and use of raised funds, and Haitong Securities Company Limited(600837) verification opinions on the deposit and use of raised funds in Qingdao Sentury Tire Co.Ltd(002984) 2021.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(IX) deliberated and passed the proposal on profit distribution plan for 2021
Voting results: 9 in favor, 0 against and 0 abstention.
The independent directors of the company expressed their independent opinions on this matter.
For details, please refer to the company’s disclosure on cninfo (www.cn. Info. Com. CN.) Announcement of profit distribution plan for 2021 (Announcement No.: 2022-024) and independent opinions of independent directors on matters related to the third meeting of the third board of directors of the company.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(x) deliberated and passed the proposal on the prediction of daily connected transactions in 2022
Voting results: 6 in favor, 0 against and 0 abstention.
Related directors Mr. Qin long, Mr. Lin Wenlong and Mr. Qin Jingbo avoided voting.
The independent directors of the company issued a prior approval opinion on the matter and issued an independent opinion with explicit consent; Haitong Securities Company Limited(600837) issued verification opinions on this.
For details, please refer to the company’s disclosure on cninfo (www.cn. Info. Com. CN.) Announcement on the forecast of daily connected transactions in 2022 (Announcement No.: 2022-025) Prior approval opinions of independent directors on matters related to the third meeting of the third board of directors of the company, independent opinions of independent directors on matters related to the third meeting of the third board of directors of the company, and verification opinions of Haitong Securities Company Limited(600837) on confirmation of daily connected transactions in Qingdao Sentury Tire Co.Ltd(002984) 2021 and prediction of daily connected transactions in 2022. This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
（11） The proposal on convening the 2021 annual general meeting of shareholders of the company was deliberated and adopted
Voting results: 9 in favor, 0 against and 0 abstention.
For details, please refer to the company’s disclosure on cninfo (www.cn. Info. Com. CN.) Notice on convening the 2021 annual general meeting of shareholders (Announcement No.: 2022-026).
3、 Documents for future reference
1. Resolutions of the third meeting of the third board of directors;
2. Prior approval opinions of independent directors on matters related to the third meeting of the third board of directors of the company;
3. Independent opinions of independent directors on matters related to the third meeting of the third board of directors of the company;
4. Internal assurance report;
5. Haitong Securities Company Limited(600837) verification opinions on the self-evaluation report of internal control in Qingdao Sentury Tire Co.Ltd(002984) 2021;
6. Verification report on the annual storage and use of raised funds;
7. Haitong Securities Company Limited(600837) verification opinions on the storage and use of raised funds in Qingdao Sentury Tire Co.Ltd(002984) 2021;
8. Haitong Securities Company Limited(600837) verification opinions on the confirmation of daily connected transactions in Qingdao Sentury Tire Co.Ltd(002984) 2021 and the prediction of daily connected transactions in 2022.
It is hereby announced.
Qingdao Sentury Tire Co.Ltd(002984) board of directors February 15, 2022
