Securities code: Qingdao Tgood Electric Co.Ltd(300001) securities abbreviation: Qingdao Tgood Electric Co.Ltd(300001) Announcement No.: 2022013 Qingdao Tgood Electric Co.Ltd(300001)
Announcement on the resolution of the second meeting of the Fifth 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.
The second meeting of the Fifth Board of supervisors of Qingdao Tgood Electric Co.Ltd(300001) (hereinafter referred to as "the company" or " Qingdao Tgood Electric Co.Ltd(300001) ") was held on March 7, 2022 in the conference room of the office building of the company's Industrial Park, No. 336 Songling Road, Laoshan District, Qingdao by on-site voting. The meeting should be attended by 3 supervisors, and the actual number of supervisors is 3, which meets the quorum specified in the articles of association. The notice of this meeting will be sent in the form of communication or written form on February 25, 2022. The notice and convening of the meeting comply with the provisions of the company law and the articles of association. This meeting was presided over by Mr. Shao Qiaoming, chairman of the board of supervisors of the company. After careful deliberation by the attending supervisors, the following proposals were adopted:
1、 Deliberated and adopted the 2021 annual report and its summary
Voting results: 3 in favor, 0 against and 0 abstention. The proposal was passed.
After review, the board of supervisors believes that the procedures of the company's 2021 annual report prepared and reviewed by the board of directors comply with laws, administrative regulations and the provisions of the CSRC. The contents of the report truly, accurately and completely reflect the actual situation of the listed company, and there are no false records, misleading statements or major omissions. Agree to submit the 2021 annual report and its summary to the 2021 annual general meeting of shareholders of the company for deliberation.
2、 Deliberated and adopted the work report of the board of supervisors in 2021
Voting results: 3 in favor, 0 against and 0 abstention. The proposal was passed.
According to the work of the board of supervisors in 2021, the board of supervisors drafted the annual work report of the board of supervisors in 2021, including the convening of the meeting of the board of supervisors in 2021 and the independent opinions of the board of supervisors on relevant matters of the company in 2021. The notice, convening and voting procedures of the meeting of the board of supervisors comply with the requirements of the company law and the articles of association. The board of supervisors inspected the operation of the company according to law, the investment of raised funds, the acquisition of equity and external guarantee, and issued independent audit opinions.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
3、 Financial report of 2021
Voting results: 3 in favor, 0 against and 0 abstention. The proposal was passed.
Audited by Hexin Certified Public Accountants (special general partnership), the company's operating revenue in 2021 was 9.441 billion yuan, an increase of 26.48% over the same period last year; The net profit attributable to the owners of the parent company was 187 million yuan, a decrease of 8.40% over the same period last year.
For detailed financial data, please refer to the company's 2021 annual report published on the gem information disclosure website designated by the CSRC on the same day as this announcement.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
4、 Annual profit distribution plan 2021 approved
Voting results: 3 in favor, 0 against and 0 abstention. The proposal was passed.
According to the audit of Hexin Certified Public Accountants (special general partnership), as of December 31, 2021, the profit available for distribution in the company's consolidated statements is 152743634556 yuan, the balance of the company's capital reserve at the end of the year is 326805878227 yuan, and the surplus reserve is 16841964270 yuan; As of December 31, 2021, the distributable profit of the parent company was 117563552398 yuan, the balance of capital reserve at the end of the year was 179810736903 yuan, and the surplus reserve was 16841964270 yuan.
In combination with the operation and financial situation of 2021 and the development plan of 2022, the board of directors of the company decided that the distribution plan of 2021 is: take the 1040710713 shares of the company's share capital at the end of 2021 as the base, distribute cash dividends of RMB 0.2 (including tax) to all shareholders for every 10 shares, and distribute cash dividends of RMB 2081421426 in total, and carry forward the remaining undistributed profits to the next year. Capital reserve will not be converted into share capital in 2021. Between the disclosure date of the profit distribution plan and the date of equity distribution and equity registration, if the company's share capital changes due to the listing of new shares, the company will adjust the total distribution according to the principle of unchanged distribution proportion, and adjust the total converted shares according to the principle of unchanged conversion proportion, that is, maintain the cash dividend of 0.2 yuan (including tax) for every 10 shares, Change the total profit distribution accordingly.
The company's profit distribution plan for 2021 complies with the relevant provisions on dividends in the company law, the securities law and the articles of association, complies with the company's dividend distribution policy, reflects the company's return to investors, and the profit distribution plan has legitimacy, compliance and rationality. Therefore, we agree to the company's profit distribution plan for 2021, and agree to submit the plan to the 2021 shareholders' meeting for deliberation.
5、 The proposal on the special report on the deposit and use of raised funds in 2021 was deliberated and passed. The voting results: 3 votes in favor, 0 votes against and 0 abstentions. The proposal was adopted.
The board of supervisors inspected the use and management of the company's raised funds during the reporting period and held that the company used and managed the raised funds in strict accordance with the Shenzhen Stock Exchange GEM Listing Rules, the articles of association and the raised funds management system, and there was no illegal use of the raised funds, The company has fulfilled the corresponding approval procedures for the change of some raised funds to the special account for raised funds, and made complete information disclosure, which meets the requirements of relevant regulations.
The report is published on the gem information disclosure website designated by the CSRC on the same day as this announcement.
6、 Deliberated and passed the proposal on the self-evaluation report on internal control in 2021
Voting results: 3 in favor, 0 against and 0 abstention. The proposal was passed.
The board of supervisors issued the following audit opinions on the proposal of the board of directors on the self-evaluation report on internal control in 2021: the company has established a relatively perfect internal control system and a standardized internal control environment in accordance with relevant regulations; The establishment of the company's internal control system has played a good role in risk prevention and control of all links of the company's operation and management, ensured the legal compliance of operation and management and asset safety, ensured the authenticity and integrity of financial reports and relevant information, improved the operation efficiency and effect, and promoted the steady realization of the company's development strategy; The self-evaluation report of the company's internal control truly and objectively reflects the construction and operation of the company's internal control system.
The report is published on the gem information disclosure website designated by the CSRC on the same day as this announcement.
7、 Deliberated and passed the proposal on renewing the appointment of audit institutions in 2022
Voting results: 3 in favor, 0 against and 0 abstention. The proposal was passed.
After review, the board of supervisors believes that it is agreed to reappoint Hexin Certified Public Accountants (special general partnership) as the company's audit institution in 2022.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
8、 The proposal on the compliance with relevant laws and regulations for the spin off of its subsidiary, special call New Energy Co., Ltd. to be listed on the science and Innovation Board was deliberated and adopted
Voting results: 3 in favor, 0 against and 0 abstention. The proposal was passed.
After review, the board of supervisors believes that the listing of the subsidiary of the company in this spin off to the science and innovation board by calling new energy Co., Ltd. complies with the provisions of relevant laws and regulations.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
9、 Deliberated and passed the proposal on the plan of spin off of its subsidiary Tedian new energy Co., Ltd. to be listed on the science and innovation board
The company plans to spin off its holding subsidiary, special call New Energy Co., Ltd. (hereinafter referred to as "special call") to be listed on the science and Innovation Board of Shanghai Stock Exchange (hereinafter referred to as "Shanghai Stock Exchange") (hereinafter referred to as "this spin off"), and the completion of this spin off will not affect the company's control over special call. The board of directors of the company initially drew up the plan for this spin off and listing, and the three supervisors voted on the following matters one by one:
1. Listing location
Voting results: 3 in favor, 0 against and 0 abstention. The proposal was passed.
The listing place of this split listing is the science and Innovation Board of Shanghai Stock Exchange.
2. Types of shares issued
Voting results: 3 in favor, 0 against and 0 abstention. The proposal was passed.
The type of shares issued in this split listing is RMB ordinary shares (A shares) listed in China.
3. Par value of shares
Voting results: 3 in favor, 0 against and 0 abstention. The proposal was passed.
The par value of the shares issued in this split listing is 1.00 yuan per share.
4. Distribution object
Voting results: 3 in favor, 0 against and 0 abstention. The proposal was passed.
The issuing objects of this split listing are inquiry objects that meet the relevant qualification requirements of the CSRC and other regulatory institutions, as well as natural persons, legal persons and other investors who have opened A-share securities accounts in the Shanghai Stock Exchange (except for buyers prohibited by national laws, regulations, rules and normative documents).
5. Time of issuance and listing
Voting results: 3 in favor, 0 against and 0 abstention. The proposal was passed.
The special call will be issued at an appropriate time after the approval of the Shanghai Stock Exchange and the registration of the CSRC. The specific issuance date will be determined by the board of directors authorized by the general meeting of shareholders of the special call after the approval of the Shanghai Stock Exchange and the registration of the CSRC; After the public offering of special call shares, we will apply for the listing and trading of special call shares on the science and Innovation Board of Shanghai Stock Exchange as soon as possible.
6. Distribution mode
Voting results: 3 in favor, 0 against and 0 abstention. The proposal was passed.
This split listing adopts the combination of offline placement and online capital subscription and issuance, or other issuance methods recognized by the CSRC and the Shanghai Stock Exchange.
7. Issuance scale
Voting results: 3 in favor, 0 against and 0 abstention. The proposal was passed.
The number of shares issued this time shall account for no less than 10% of the total share capital after the issuance of special calls. The general meeting of Shareholders hereby authorizes the board of directors to negotiate with the lead underwriter to determine the final issuance quantity according to the requirements of relevant regulatory authorities, the actual situation of the securities market, the amount of share capital before issuance and the capital demand of the raised funds.
8. Pricing method
Voting results: 3 in favor, 0 against and 0 abstention. The proposal was passed.
The issue price will be determined through inquiry from professional institutional investors such as securities companies, fund management companies, trust companies, finance companies, insurance companies, qualified foreign investors and private fund managers registered with the China Securities Association. The issuer and the lead underwriter may determine the issue price through preliminary inquiry, or determine the issue price through cumulative bidding inquiry after the initial inquiry determines the issue price range.
9. Other matters related to the issuance
Voting results: 3 in favor, 0 against and 0 abstention. The proposal was passed.
The strategic placement, purpose of raised funds, underwriting method, over allotment option (if applicable) and other matters involved in this issuance will be further confirmed and adjusted according to the implementation of the listing plan of this spin off issuance, market conditions, policy adjustment and the opinions of regulatory authorities.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
10、 Deliberated and approved the plan for the spin off of its subsidiary, special call New Energy Co., Ltd. to be listed on the science and innovation board
Voting results: 3 in favor, 0 against and 0 abstention. The proposal was passed.
The company plans to spin off its subsidiaries, and hereby calls Shanghai Stock Exchange to be listed on the science and innovation board. In accordance with the company law, securities law, spin off rules and other laws and regulations as well as the relevant provisions of normative documents, the company has prepared the Qingdao Tgood Electric Co.Ltd(300001) plan for the spin off of its subsidiaries to call New Energy Co., Ltd. to list on the science and innovation board.
For details, please refer to the Qingdao Tgood Electric Co.Ltd(300001) plan for the spin off of its subsidiaries and the listing of new energy Co., Ltd. on the science and Innovation Board published on the gem information disclosure website designated by the CSRC on the same day of this announcement.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
11、 The proposal on the compliance of the spin off and listing of its subsidiary, special call New Energy Co., Ltd., with the rules for the spin off of listed companies (for Trial Implementation) was deliberated and adopted
Voting results: 3 in favor, 0 against and 0 abstention. The proposal was passed.
This spin off meets the relevant requirements of the spin off rules for the domestic listing of the subsidiaries of the listed company, and is feasible. The details are as follows:
(I) the listed company complies with the provisions of Article 3 of the spin off rules
1. The listed company's shares have been listed in China for three years
The company's shares were listed on the growth enterprise market of Shenzhen Stock Exchange in 2009 and have been listed for three years, meeting the requirements of "the domestic listing of shares of listed companies has been listed for three years".
2. Listed companies have made continuous profits in the last three fiscal years
According to the audit report hxsz (2021) No. Cccg Real Estate Corporation Limited(000736) , hxsz (2021) No. Nafine Chemical Industry Group Co.Ltd(000737) and hxsz (2022) No. 000306 issued by Hexin Certified Public Accountants (special general partnership), in 2019 In 2020 and 2021, the net profit attributable to the shareholders of the listed company (calculated by the lower value before and after deducting non recurring profits and losses) was 1218313 million yuan, 899808 million yuan and 1043272 million yuan respectively, which was in line with the provisions of "continuous profits of the listed company in the last three fiscal years".
3. After deducting the net profits of the subsidiaries to be spun off according to the equity enjoyed by the listed company in the last three fiscal years, the cumulative net profits attributable to the shareholders of the listed company shall not be less than RMB 600 million (calculated by the net profits involved, whichever is lower before and after deducting the non recurring profits and losses)
