Securities code: Guangdong Jinming Machinery Co.Ltd(300281) securities abbreviation: Guangdong Jinming Machinery Co.Ltd(300281) Announcement No.: 2022004 Guangdong Jinming Machinery Co.Ltd(300281)
Announcement on the resolutions of the 15th meeting of the 4th 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 held
Guangdong Jinming Machinery Co.Ltd(300281) (hereinafter referred to as “the company”) the 15th meeting of the 4th board of supervisors was held at 3:00 p.m. on March 4, 2022 in the company’s conference room in the form of on-site meeting. The notice of the meeting was delivered to all supervisors by hand, telephone, fax, e-mail and other means on February 21, 2022. Three supervisors should be present at the meeting and three supervisors actually attended the meeting. The meeting was convened and presided over by Mr. Liu Guoqiang, chairman of the board of supervisors. The convening and convening procedures of this meeting comply with the provisions of the company law of the people’s Republic of China and the articles of association. 2、 Deliberations of the meeting
The meeting was voted by open ballot, which was deliberated and voted by the supervisors attending the meeting. The details are as follows:
(I) deliberated and passed the proposal on the annual report for 2021 and its summary; After review, the board of supervisors believes that the preparation and review procedures of the 2021 annual report and its summary by the board of directors comply with laws, administrative regulations and the provisions of the CSRC, the contents of the report can truly, accurately and completely reflect the actual situation of the company, and there are no false records, misleading statements or major omissions in the information contained in the report.
For details of the company’s annual report 2021 and its abstract, please refer to the company’s disclosure on the same day on the information disclosure website designated by China Securities Regulatory Commission (www.cn. Info. Com. CN.) Relevant announcements.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(II) deliberated and passed the proposal on the work report of the board of supervisors in 2021; After review, the board of supervisors reviewed and approved the work report of the board of supervisors in 2021. For details of the work report of the board of supervisors in 2021, please refer to the company’s disclosure on the same day on the gem information disclosure website designated by the CSRC (www.cn. Info. Com. CN.) Relevant announcements.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(III) deliberated and passed the proposal on the financial statement report of 2021; Please refer to cninfo.com.cn, the gem information disclosure website designated by China Securities Regulatory Commission, for details of the company’s 2021 annual financial statement report Relevant announcements.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(IV) deliberated and passed the proposal on the profit distribution plan for 2021; In accordance with the company law of the people’s Republic of China and other laws, regulations, normative documents and the articles of association, and on the basis of the company’s growth, overall operation, financial status and reasonable demands of shareholders, in order to continuously repay shareholders and share the results of the company’s operation and development with all shareholders, the company has formulated a profit distribution plan for 2021, as follows:
Audited by Dahua Certified Public Accountants (special general partnership), as of December 31, 2021, the company’s distributable profit was 32690966313 yuan, the balance of capital reserve was 49546619612 yuan, the parent company’s distributable profit was 33044360769 yuan, and the capital reserve was 51331122008 yuan, In 2021, the net profit attributable to the common shareholders of the listed company was 3961226014 yuan. The company plans to distribute a cash dividend of RMB 0.40 (including tax) for every 10 shares to all shareholders based on the total share capital of 418923580 shares on December 31, 2021, with a total cash dividend of RMB 1675694320. No bonus shares will be given and no accumulation fund will be converted into share capital. After the board of directors deliberates the above profit distribution plan and before the equity registration date determined by the equity distribution implementation announcement, if the company’s share capital changes, the distribution proportion will be adjusted according to the principle of unchanged total distribution.
Before the disclosure of the plan, the company strictly controlled the scope of insiders and fulfilled the obligation of confidentiality and prohibition of insider trading to relevant insiders. The above profit distribution plan will be implemented after the deliberation and approval of the company’s 2021 annual general meeting of shareholders.
The profit distribution plan complies with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the articles of association and other relevant provisions, and has legitimacy, compliance and rationality. Voting results: 3 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual 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;
After review, the board of supervisors believes that the company has established a relatively perfect internal control system, which meets the requirements of relevant national laws and regulations and the actual needs of the company’s production, operation and management, and can be effectively implemented. The establishment of the internal control system has played a good role in risk prevention and control in all links of the company’s operation and management. The self-assessment report of the company’s internal control truly and objectively reflects the construction and operation of the company’s internal control system.
For details of the company’s 2021 annual internal control self-evaluation report, please refer to the company’s disclosure on the same day on the gem information disclosure website designated by the CSRC (www.cn. Info. Com. CN.) Relevant announcements.
Voting results: 3 in favor, 0 against and 0 abstention.
(VI) deliberated and passed the proposal on special instructions on the occupation of funds by controlling shareholders and other related parties;
For details of the special instructions on the occupation of funds by controlling shareholders and other related parties, please refer to the company’s disclosure on the same day on the gem information disclosure website designated by the CSRC (www.cn. Info. Com. CN.) Relevant announcements.
Voting results: 3 in favor, 0 against and 0 abstention.
(VII) the proposal on the special report on the deposit and use of raised funds in 2021 was reviewed and approved;
For details of the company’s special report on the deposit and use of raised funds in 2021, please refer to the company’s disclosure on the same day on the gem information disclosure website designated by the CSRC (www.cn. Info. Com. CN.) Relevant announcements.
Voting results: 3 in favor, 0 against and 0 abstention.
(VIII) deliberated and passed the proposal on the renewal of the company’s audit institution in 2022; Given that Dahua Certified Public Accountants (special general partnership) has the qualification for securities and futures related business, the audit team is rigorous and dedicated, diligent and responsible, and has issued objective and fair audit opinions on time in the audit work in 2021, which can provide the company with true and fair audit services. In order to ensure the continuity of the company’s audit work, it is agreed to renew the appointment of Dahua Certified Public Accountants (special general partnership) to undertake the company’s audit business in 2022 from the date of deliberation and approval of the company’s 2021 annual general meeting to the date of holding the 2022 annual general meeting. For details of the announcement on the renewal of the company’s audit institution in 2022, the company disclosed on the same day on the gem information disclosure website cninfo.com (www.cn. Info. Com. CN.) designated by the CSRC Relevant announcements.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(IX) deliberated and passed the proposal on applying for financing quota from financial institutions and giving corresponding authorization;
In order to meet the needs of the company’s operation and development, the company and its subsidiaries (including wholly-owned subsidiaries, holding subsidiaries and newly established subsidiaries within the scope authorized by the board of directors) are expected to apply for a new comprehensive financing limit of no more than RMB 500 million from financial institutions in 2022. Within this limit, the company will finance according to the actual capital needs, And agree to authorize Mr. Ma Jiazhen, the general manager of the company, to sign all contracts, agreements, vouchers and other documents related to all businesses within the above line (including but not limited to credit, loan, guarantee, mortgage, financing, loan repayment and subsequent loan, etc.) on behalf of the company.
The validity period of this resolution is from the date of deliberation and approval of the company’s 2021 annual general meeting of shareholders to the date of holding the 2022 annual general meeting of shareholders. The above amount can be recycled within the validity period. Voting results: 3 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(x) the proposal on formulating the shareholder return plan for the next three years (20212023) was reviewed and approved;
In accordance with the requirements of the notice on further implementing matters related to cash dividends of listed companies, the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies and the relevant provisions of the articles of association of the company, and in combination with the actual situation of the company, the shareholder return plan for the next three years (20212023) is hereby formulated.
For details of the shareholder return plan for the next three years (20212023) of Guangdong Jinming Precision Machinery Co., Ltd., please refer to the company’s disclosure on the same day on the gem information disclosure website designated by the CSRC (www.cn. Info. Com. CN.) Relevant announcements.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation. 3、 Documents for future reference
1. Resolution of the 15th meeting of the 4th board of supervisors of the company.
It is hereby announced.
Guangdong Jinming Machinery Co.Ltd(300281) board of supervisors March 4, 2002
