Securities abbreviation: Shanghai Zhezhong Group Co.Ltd(002346) securities code: Shanghai Zhezhong Group Co.Ltd(002346) Announcement No.: 202213
Shanghai Zhezhong Group Co.Ltd(002346)
Announcement of resolutions of the 16th meeting of the 4th board of directors
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and there are no false records and misleading statements
Or major omission.
Shanghai Zhezhong Group Co.Ltd(002346) (hereinafter referred to as "the company") the 16th meeting of the 4th board of directors was notified to all directors by face-to-face communication and communication on February 25, 2022. The meeting was held at 14:00 p.m. on March 9, 2022 in conference room 206 of the company. Chairman Lu Renjun presided over the meeting. The company should have 8 directors and actually 8 directors. The convening procedures of this meeting comply with the company law, the articles of association and other relevant provisions. The meeting considered and adopted the following resolutions:
Name of proposal main content of proposal voting result remarks
number
In 2021, the board of directors reviewed the report with 8 votes in favor and 8 votes in abstention
On the review of the work of the general manager in 2021, the work report of the general manager in 2021 submitted by the general manager received 8 votes in favor and 0 against,
2. No abstention and no withdrawal in the report
The proposal on the 2021 financial final report has 8 affirmative votes and 0 negative votes. The proposal will be submitted to the 3. Report for deliberation. The 2021 financial final report prepared by the company has 0 abstention and 0 abstention from the deliberation of the general meeting of shareholders
The 2021 annual report and its summary prepared by the company were reviewed with 8 votes in favor and 0 votes against. The proposal will be submitted to 4. Summary. There were 0 abstentions and 0 votes to avoid the review of the general meeting of shareholders
According to the unqualified opinion issued by Lixin certified public accountants, 2021
According to the audit report, the company (parent company) realized net profit in 2021
49232285657 yuan, plus 53132250618 undistributed profit at the beginning of 2021
RMB, less the withdrawal of surplus reserve and distribution to owners in 2021
13754736886 yuan, and the profit available for distribution to shareholders is
The annual profit distribution of 2021 is 88609799389 yuan. There are 8 affirmative votes and 0 negative votes. This proposal will be submitted to the board of directors. 5. Profit distribution and conversion of capital reserve into shares in this year proposed by the board of directors
No abstention and no abstention from the deliberation of the general meeting of shareholders in the proposal of allocation plan. The plan is as follows:
Total shares after deducting treasury shares in repurchase account as of December 31, 2021
Based on 43940116 shares of the company, cash bonus will be distributed to all shareholders for every 10 shares
The profit is 2 yuan (including tax), and the total cash dividend is 8788082320 yuan (including tax)
Tax), and the remaining profits are carried forward to the next year. No bonus shares in 2021
Capital reserve shall not be converted into share capital.
6. On the review of the company's internal control in 2021, the self-evaluation report on internal control in 2021 submitted by the board of directors was voted for by 8 votes and against by 0 votes,
Securities abbreviation: Shanghai Zhezhong Group Co.Ltd(002346) securities code: Shanghai Zhezhong Group Co.Ltd(002346) Announcement No.: 202213
The proposal on making self-evaluation report has no abstention and no avoidance
The company's directors and supervisors implement the allowance system: directors who receive remuneration in the company
In 2021, the allowance is 120000 ~ 270000 yuan, and the allowance for independent directors is 60000 yuan;
For directors, supervisors and supervisors who receive remuneration in the company in 2021, the allowance in 2021 is 120000 ~ 170000 yuan, with 8 votes in favor and 0 votes against. This proposal will be submitted to 7. Executive compensation scheme. The remuneration of workers' representatives and supervisors will be paid according to the post salary and bonus; Executive compensation consists of 0 abstention and 0 abstention from the consideration of capital and bonus by the general meeting of shareholders. The total salary and bonus of each executive in 2021 is 12 ~ 18
Ten thousand yuan.
See the 2021 annual report disclosed by the company for specific remuneration.
Review on the deposit of raised funds in 2021 the deposit and actual use of raised funds in 2021 prepared by the company was 8 in favor and 0 against,
8. Special items related to actual use
Special report on the situation: 0 abstention, 0 avoidance
Report
According to the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange,
Combined with the company's business planning, without affecting the normal operation and effective control of the company
On the premise that the company and its subsidiaries within the scope of consolidated statements have 8 votes in favor and 0 votes against the risk of making investment with their own funds, this proposal will be submitted to 9. Proposal on securities investment and its subsidiaries intend to use a total of no more than (including) RMB 1.5 billion, 0 votes to avoid the consideration of the general meeting of shareholders that there are funds for securities investment, and the above investment amount includes renewal and new certificates
The amount of bond investment, and the amount of investment at any time shall not exceed the amount under consideration.
Agree to purchase all the surplus raised funds used by Tianjie construction, a subordinate company
On the use of temporarily idle fund-raising and purchase of principal guaranteed financial products within one year, the funds can be rolled over within one year
The use of raised funds to purchase financial products. There is no change in the purchase of financial management with idle raised funds this time, with 8 votes in favor and 0 votes against,
10. No abstention and no withdrawal
The act of changing the purpose of the raised funds in accordance with the "case" shall not affect the correctness of the raised funds
Often implemented.
The wholly-owned subsidiaries and subsidiaries of the company meet the requirements of production, operation and business
For the development needs of wholly-owned subsidiaries and subsidiaries, it is proposed to apply to the bank for comprehensive credit of no more than 350 million yuan in total
The company applies for the bank credit line, and the company plans to provide joint and several liability guarantee for such credit line. The above credit line has 8 votes in favor and 0 votes against,
11. No abstention and no withdrawal
The proposal on providing guarantee is applicable to the company and its subsidiaries and subsidiaries within the scope of consolidated statements
The credit term is one year from the date of approval by the board of directors.
Shanghai Kangfeng Investment Management Co., Ltd., the controlling shareholder of the company, is a supporting company
The proposal that the controlling shareholders provide financial assistance to the company without 6 affirmative votes and 0 negative votes will be submitted to 12. The company's business development plans to provide financial assistance to the company free of charge within the amount of 300 million yuan, with 0 abstention and 2 abstention from the deliberation of the general meeting of shareholders, There is no need for the company to provide mortgage or guarantee.
On March 9, 2022, the company signed the agreement on Guojing (Jiaxing) with relevant parties
The agreement on signing the equity acquisition agreement of Guojing (Jiaxing) Xing Semiconductor Co., Ltd. is published by the company for details
The shares of Semiconductor Co., Ltd. were acquired on cninfo.com, securities times, securities daily and China, with 8 votes in favor and 0 against,
13. No abstention and no withdrawal
Proposal on signing the agreement of Guojing (Jiaxing) Semiconductor Co., Ltd
Announcement of the company's equity acquisition agreement (Announcement No.: 202220)
See details published on cninfo.com, securities times and securities
On supplementary consideration of connected transactions, 4 votes were in favor and 0 against. This proposal will be submitted to the announcement on supplementary consideration of connected transactions of 14. Securities Daily and China Securities News
No abstention and 4 abstention from the announcement on the deliberation of transactions at the general meeting of shareholders (Announcement No.: 202221).
Securities abbreviation: Shanghai Zhezhong Group Co.Ltd(002346) securities code: Shanghai Zhezhong Group Co.Ltd(002346) Announcement No.: 202213
The board of directors proposed to convene the general meeting of shareholders in 2021, and 8 votes in favor and 0 votes against this meeting are required,
15. The proposal of the East Asian Congress will be deliberated on the matters of the East Asian Congress.
