Securities code: Gui Zhou Tyre Co.Ltd(000589) securities abbreviation: Gui Zhou Tyre Co.Ltd(000589) Announcement No.: 2022015 Gui Zhou Tyre Co.Ltd(000589)
Announcement of resolutions of the 31st meeting of the seventh board of directors
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Gui Zhou Tyre Co.Ltd(000589) (hereinafter referred to as “the company”), the notice on convening the 31st meeting of the 7th board of directors was sent to all directors by personal delivery and e-mail on February 22, 2022. The meeting was held in the conference room on the third floor of the company’s office building on the morning of March 4, 2022. There were 10 directors who should attend the meeting and 10 directors who actually attended the meeting (including directors Mr. Liu Xiandong and Mr. Shen Rui, independent directors Mr. Qin Guisheng, Ms. Bi Yan, Mr. Yang Dahe and Mr. Huang Yuegang). All supervisors and other senior managers attended the meeting as nonvoting delegates, which was in line with the provisions of the company law, relevant regulations and the articles of association.
The meeting was presided over by Mr. Huang gege, chairman of the board of directors. The directors attending the meeting fully considered various proposals and formed the following resolutions:
1、 The annual report and summary of the company in 2021 (see http://www.cninfo.com.cn for details) was deliberated and adopted with 10 affirmative votes, 0 negative votes and 0 abstention.
This report and summary shall be submitted to the general meeting of shareholders of the company for deliberation.
2、 The work report of the board of directors in 2021 was deliberated and adopted by 10 votes in favor, 0 against and 0 abstention (see cninfo.com for details).
This report shall be submitted to the general meeting of shareholders of the company for deliberation.
The independent directors submitted the report on their work in 2021 to the board of directors (see cninfo.com for details) and will report on their work at the 2021 annual general meeting of shareholders.
3、 The 2021 internal control evaluation report of the company (see cninfo.com for details) was deliberated and adopted with 10 affirmative votes, 0 negative votes and 0 abstention.
4、 The 2020 profit distribution plan of the company was deliberated and adopted with 10 affirmative votes, 0 negative votes and 0 abstention.
Audited by Zhonghua Certified Public Accountants (special general partnership), the net profit attributable to the owner of the parent company in the consolidated statements of the company in 2021 is 36973459117 yuan, of which the net profit realized by the parent company is 28718922024 yuan, plus the undistributed profit at the beginning of the period of 155624460790 yuan. In this year, 2871892202 yuan of surplus reserve is withdrawn in accordance with the provisions of the articles of association, After implementing the profit distribution plan of the previous year, the dividend paid was 14344793732 yuan, and the profit available for shareholders of the parent company at the end of 2021 was 167126696880 yuan.
Based on the total share capital of 956240462 shares after deducting the repurchase and cancellation of some restricted shares (a total of 79000 shares) in the 2019 restricted stock incentive plan, it is proposed to distribute a cash dividend of RMB 1.00 (including tax) for every 10 shares to all shareholders and a total dividend of RMB 9562404620 to shareholders; No bonus shares; Increase 2 shares for every 10 shares to all shareholders with capital reserve.
The amount of this increase does not exceed the balance of “capital reserve – capital stock premium” at the end of the reporting period. If the total share capital of the company changes due to the repurchase and cancellation of restricted shares from the publication of the distribution plan to the implementation, it shall be adjusted accordingly in accordance with the principle of “unchanged distribution proportion”.
The distribution plan complies with the relevant provisions on profit distribution in the notice on matters related to the further implementation of cash dividends of listed companies, the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies and the articles of association, the shareholder return plan for the next three years (20212023) of the company, and takes full account of the company’s profitability in 2021 Comprehensive factors such as future development capital demand and shareholder investment return are in line with the interests of the company and all shareholders.
The independent directors expressed their agreed independent opinions on the matter.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
5、 The summary report of the audit committee of the board of directors on the audit work of Zhonghua Certified Public Accountants (special general partnership) in 2021 was reviewed and adopted by 10 votes in favor, 0 against and 0 abstention (see cninfo.com for details).
6、 Review of the company’s daily related party transactions in 2022:
1. The purchase agreement of inner tube cushion belt signed by the company and Guizhou Qianjin rubber inner tube company in 2022 was reviewed and approved with 10 affirmative votes, 0 negative votes and 0 abstention. The estimated transaction amount is 65 million yuan.
2. The rubber supply agreement signed between the company and Guizhou Qianjin rubber inner tube Co., Ltd. in 2022 was reviewed and approved by 10 votes in favor, 0 against and 0 abstention. The estimated transaction amount is 36 million yuan.
3. The waste material purchase agreement signed by the company and Gui Zhou Tyre Co.Ltd(000589) factory in 2022 was reviewed and approved with 10 affirmative votes, 0 negative votes and 0 abstention. The estimated transaction amount is 3 million yuan.
4. The goods transportation and handling agreement signed between the company and Gui Zhou Tyre Co.Ltd(000589) factory in 2022 was reviewed and approved with 10 affirmative votes, 0 negative votes and 0 abstention. The estimated transaction amount is 20 million yuan.
5. The agreement on procurement and processing of auxiliary materials signed between the company and Gui Zhou Tyre Co.Ltd(000589) factory in 2022 was reviewed and approved with 10 affirmative votes, 0 negative votes and 0 abstention. The estimated transaction amount is 15 million yuan.
6. The passenger service agreement signed between the company and Gui Zhou Tyre Co.Ltd(000589) factory in 2022 was reviewed and approved with 10 affirmative votes, 0 negative votes and 0 abstention. The estimated transaction amount is 3.5 million yuan.
7. The logistics service agreement signed between the company and Gui Zhou Tyre Co.Ltd(000589) factory in 2022 was reviewed and approved with 10 affirmative votes, 0 negative votes and 0 abstention. The estimated transaction amount is 2.076 million yuan.
8. The goods transportation service agreement signed between the company and Guiyang Xianfeng Logistics Co., Ltd. in 2022 was reviewed and approved with 10 votes in favor, 0 against and 0 abstention. The estimated transaction amount is 5 million yuan.
For details of the above related party transactions, please refer to the 2022 daily related party transactions announcement published in the securities times, China Securities Journal, Shanghai Securities News and cninfo on the same day.
The independent directors of the company have expressed their prior approval opinions and independent opinions on the above matters.
7、 By 10 votes in favor, 0 against With 0 abstention, the proposal on renewing the appointment of Zhonghua Certified Public Accountants (special general partnership) as the company’s audit institution and paying remuneration in 2022 was deliberated and adopted (see the announcement on renewing the appointment of Certified Public Accountants published in securities times, China Securities News, Shanghai Securities News and cninfo on the same day).
The independent directors of the company have expressed their prior approval opinions and independent opinions on the matter.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
8、 The proposal on the special report on the deposit and use of the company’s raised funds in 2021 was deliberated and adopted by 10 votes in favor, 0 against and 0 abstention (see the special report on the deposit and use of the company’s raised funds in 2021 published in the securities times, China Securities News, Shanghai Securities news and cninfo on the same day).
The independent directors expressed their agreed independent opinions on the matter.
9、 The proposal on Revising the plan for public issuance of convertible corporate bonds was deliberated and adopted by 10 votes in favor, 0 against and 0 abstention (see the relevant announcements published in the securities times, China Securities News, Shanghai Securities News and cninfo on the same day for details)
In accordance with the company law, the securities law of the people’s Republic of China, the measures for the administration of securities issuance of listed companies and other relevant laws, regulations and normative documents, and in combination with the specific conditions of the company, the company is approved to revise the plan for the public issuance of convertible corporate bonds.
The independent directors expressed their agreed independent opinions on the matter. Since the second extraordinary general meeting of shareholders in 2021 has authorized the board of directors to handle matters related to the public offering of convertible corporate bonds, this proposal does not need to be submitted to the general meeting of shareholders for deliberation.
10、 The proposal on the report on the use of the company’s previously raised funds (see the report on the use of the company’s previously raised funds published in the securities times, China Securities News, Shanghai Securities News and cninfo on the same day) was deliberated and adopted with 10 votes in favor, 0 votes against and 0 abstentions.
The directors of the company verified the use of the company’s previously raised funds and agreed to the report on the use of the previously raised funds prepared by the company (as of December 31, 2021).
The independent directors expressed their agreed independent opinions on the matter. Since the second extraordinary general meeting of shareholders in 2021 has authorized the board of directors to handle matters related to the public offering of convertible corporate bonds, this proposal does not need to be submitted to the general meeting of shareholders for deliberation.
11、 The proposal on convening the 2021 annual general meeting of shareholders was deliberated and adopted with 10 affirmative votes, 0 negative votes and 0 abstention votes (see the notice on convening the 2021 annual general meeting of shareholders published in the securities times, China Securities News, Shanghai Securities News and cninfo on the same day).
It is hereby announced.
Gui Zhou Tyre Co.Ltd(000589) board of directors
March 8, 2002
