Securities code: Zhejiang Windey Co.Ltd(300772) securities abbreviation: Zhejiang Windey Co.Ltd(300772) Announcement No.: 2022010 Zhejiang Windey Co.Ltd(300772)
Announcement of the resolution of the 24th 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 of the board of supervisors
Zhejiang Windey Co.Ltd(300772) (hereinafter referred to as "the company") the 24th Meeting of the 4th board of supervisors was held in the company's conference room on March 7, 2022 in the form of on-site video. The meeting notice and meeting materials were sent to all supervisors by direct delivery or e-mail on February 25, 2022. The meeting was presided over by Mr. Zhang rongsan, the chairman of the board of supervisors, and Mr. Wang Peng, the supervisor, participated in the meeting by means of online access. The convening and voting of this meeting comply with the provisions of the company law and the articles of association.
2、 Deliberation at the meeting of the board of supervisors
The following proposals were considered and adopted at this meeting:
(I) work report of the board of supervisors in 2021;
Voting: 3 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
For details, please refer to cninfo.com（ http://www.cn.info.com.cn. ）The work report of the board of supervisors in 2021 disclosed on the same day.
(II) proposal on changes in accounting estimates;
The change of accounting estimates conforms to the actual operation of the company and the relevant provisions of relevant laws and regulations, and can more objectively and fairly reflect the financial status and operating results of the company. The deliberation and voting procedures of this change in accounting estimates comply with the provisions of relevant laws and regulations, and there is no damage to the interests of the company and all shareholders. We agree to this change in accounting estimates.
Voting: 3 in favor, 0 against and 0 abstention.
For details, please refer to cninfo.com（ http://www.cn.info.com.cn. ）Announcement on changes in accounting policies and accounting estimates disclosed on the same day (Announcement No.: 2022011).
(III) financial final accounts report of 2021;
Voting: 3 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
For details, please refer to cninfo.com（ http://www.cn.info.com.cn. ）The financial final accounts report of 2021 disclosed on the same day.
(IV) proposal on the full text and summary of the 2021 annual report;
In accordance with the relevant provisions of the securities law and other relevant laws and regulations, the board of supervisors of the company issued the following audit opinions on the proposal on the full text and summary of the 2021 annual report of the company:
The preparation and review procedures of this report comply with the provisions of laws, regulations, the articles of association and the company's internal management system; The content and format of the report comply with the provisions of the CSRC and Shenzhen Stock Exchange. The information disclosed truly reflects the operation, management and financial status of the company, without any false records, misleading statements or major omissions. The content of the report can truly, accurately and completely reflect the actual situation of the listed company; As of the date of issuance of this audit opinion, no violation of confidentiality provisions by relevant personnel involved in the preparation of this report has been found.
Voting: 3 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
For details, please refer to cninfo.com（ http://www.cn.info.com.cn. ）The summary of Zhejiang Windey Co.Ltd(300772) 2021 annual report (Announcement No.: 2022013) and Zhejiang Windey Co.Ltd(300772) 2021 annual report (Announcement No.: 2022014) disclosed on the same day.
(V) internal control evaluation report in 2021;
According to the requirements of laws, regulations and normative documents such as the company law, the basic norms of enterprise internal control and the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange, the board of directors of the company conducted a self-evaluation of the company's internal control and issued the 2021 internal control evaluation report. The board of supervisors reviewed the internal control evaluation report of the company and issued the following verification opinions:
The establishment and implementation of the company's internal control system has effectively improved the company's operation and management level and risk prevention ability, and ensured the orderly operation of the company's businesses and the safety of the company's assets. The 2021 internal control evaluation report issued by the company truly, objectively and comprehensively reflects the actual situation of the company's internal control in 2021, and the company's internal control is reasonable and effective.
Voting: 3 in favor, 0 against and 0 abstention.
For details, please refer to cninfo.com（ http://www.cn.info.com.cn. ）2021 annual internal control evaluation report disclosed on the same day.
(VI) proposal on 2021 profit distribution plan;
The profit distribution plan for 2021 formulated by the board of directors of the company complies with the provisions of the company law and other relevant laws and regulations and the articles of association, complies with the profit distribution policy determined by the company, is conducive to the sharing of the company's operating results by all shareholders, and meets the needs of the company's future business development. The board of supervisors approved the company's profit distribution plan for 2021 and submitted it to the general meeting of shareholders for deliberation.
Voting: 3 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
For details, please refer to cninfo.com（ http://www.cn.info.com.cn. ）Announcement on 2021 profit distribution plan (Announcement No.: 2022015) disclosed on the same day.
(VII) special report on the deposit and use of raised funds in 2021;
The company strictly manages the raised funds in accordance with the provisions of the raised funds management system. The deposit and use of the company's raised funds comply with the relevant provisions of the China Securities Regulatory Commission, Shenzhen Stock Exchange and the company. The disclosure of the use of the raised funds is consistent with the actual use. There is no failure to make timely, true, accurate and complete disclosure, and there is no illegal use of the raised funds.
Voting: 3 in favor, 0 against and 0 abstention.
For details, please refer to cninfo.com（ http://www.cn.info.com.cn. ）The special report on the annual storage and use of raised funds (Announcement No.: 2022016) and the assurance report on the annual storage and use of raised funds disclosed on the same day.
(VIII) report on the use of previously raised funds;
According to the provisions on the report on the use of previously raised funds (zjfz [2007] No. 500) issued by the CSRC, the company has prepared the report on the use of previously raised funds, and Tianjian Certified Public Accountants (special general partnership) has issued the verification report on the use of previously raised funds (TJS [2022] No. 462).
Voting: 3 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
For details, please refer to cninfo.com（ http://www.cn.info.com.cn. ）The report on the use of the previously raised funds and the verification report on the use of the previously raised funds disclosed on the same day.
(IX) proposal on the renewal of the company's audit institution in 2022;
In the past seven years, the company has performed independent auditing and financial control, and has been able to provide independent and impartial internal audit reports for the company. The board of supervisors agreed to renew the appointment of Tianjian Certified Public Accountants (special general partnership) as the company's financial and internal control audit institution in 2022 for a period of one year, and agreed to request the general meeting of shareholders to authorize the board of directors to determine the audit fee in 2022 according to the actual audit workload and the company's negotiation results.
Voting: 3 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
For details, please refer to cninfo.com（ http://www.cn.info.com.cn. ）Announcement on the proposed renewal of accounting firm (Announcement No.: 2022017) disclosed on the same day.
（10） Proposal on daily connected transactions expected in 2021;
The daily related party transactions expected by the company in 2022 are normal commercial transactions conducted on the basis of fairness and mutual benefit. They are based on the market or the assessed fair price. There is no behavior damaging the interests of the company and shareholders, and will not have a significant impact on the current and future financial status and operating results of the company, nor on the independence of the company, The company will not rely heavily on related parties. The board of supervisors agreed on the expected daily related party transactions in 2022.
Voting: 3 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
For details, please refer to cninfo.com（ http://www.cn.info.com.cn. ）Announcement on expected daily connected transactions in 2022 (Announcement No.: 2022018) disclosed on the same day.
（11） Proposal on using idle self owned funds for entrusted financial management;
The company and its subsidiaries use idle self owned funds for entrusted financial management, which will not have an adverse impact on the normal business activities of the company and is in line with the interests of the company. There is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders. The contents and decisions of the proposal comply with the provisions of laws and regulations such as the Shenzhen Stock Exchange GEM Listing Rules and the Shenzhen Stock Exchange GEM listed companies' standardized operation guidelines. The company has formulated the entrusted financial management system, and the relevant financial internal control system is sound. The approval authority of the entrusted financial amount and the division of labor of functional departments are clear, which can effectively avoid financial risks and ensure the safety of funds. To sum up, the board of supervisors agreed that the company would use idle self owned funds for entrusted financial management.
Voting: 3 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
For details, please refer to cninfo.com（ http://www.cn.info.com.cn. ）Announcement on using idle self owned funds for entrusted financial management disclosed on the same day (Announcement No.: 2022019).
（12） Dividend return plan for the next three years (20222024);
The dividend return plan for the next three years (20222024) prepared by the board of directors of the company complies with the notice on further implementing the matters related to cash dividends of listed companies, the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies (revised in 2022), the articles of Association and other relevant provisions issued by the CSRC, and is in line with the actual situation of the company, It will help to improve and improve the company's sustained and stable dividend policy and supervision mechanism, and help to effectively safeguard the legitimate rights and interests of investors, especially small and medium-sized investors.
Voting: 3 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
For details, please refer to cninfo.com（ http://www.cn.info.com.cn. ）The dividend return plan for the next three years (20222024) disclosed on the same day.
3、 Documents for future reference
1. Resolution of the 24th Meeting of the 4th board of supervisors.
It is hereby announced.
Zhejiang Windey Co.Ltd(300772) board of supervisors March 7, 2022
