Securities code: Jiangsu Jiuwu Hi-Tech Co.Ltd(300631) securities abbreviation: Jiangsu Jiuwu Hi-Tech Co.Ltd(300631) Announcement No.: 2022011 Jiangsu Jiuwu Hi-Tech Co.Ltd(300631)
Announcement of resolutions of the 18th meeting of the 7th 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.
Jiangsu Jiuwu Hi-Tech Co.Ltd(300631) (hereinafter referred to as "the company") the notice of the 18th meeting of the seventh board of supervisors was sent to all supervisors by e-mail on February 16, 2022. The meeting was held in the conference room of the company at 16:00 p.m. on February 26, 2022 in the form of on-site and communication. There were 3 supervisors who should attend the meeting, and 3 supervisors actually attended the meeting. The meeting of the board of supervisors was convened and presided over by Ms. Xu Hongyan, chairman of the board of supervisors of the company. The convening, convening and voting procedures of the meeting comply with the relevant provisions of the company law and Jiangsu Jiuwu Hi-Tech Co.Ltd(300631) articles of Association (hereinafter referred to as the "articles of Association").
After careful deliberation by the attending supervisors, the following resolutions are formed:
1、 Deliberated and adopted the proposal on the work report of the board of supervisors in 2021
According to the work of the board of supervisors in 2021, the board of supervisors prepared the 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 the operation of the company in 2021. The board of supervisors issued audit opinions on the company's operation according to law, the company's financial situation, the use of raised funds, the company's external guarantees, the company's related party transactions, the company's internal control self-evaluation report and other matters. The specific contents of the work report of the board of supervisors in 2021 are detailed in the disclosure made by the company on the same day on the gem information disclosure website cninfo.com designated by the CSRC.
Voting results: 3 in favor, 0 against and 0 abstention.
2、 Deliberated and adopted the proposal on the annual report of 2021 and its summary
The board of supervisors carefully reviewed the company's 2021 annual report and its abstract, and considered that the procedures for the board of directors to prepare and review the company's 2021 annual report comply with the articles of association, laws, regulations and relevant provisions of China Securities Regulatory Commission. The contents of the report truly, accurately and completely reflect the actual situation of the company, and there are no false records Misleading statements or material omissions.
The company's 2021 annual report and its abstract are detailed in the disclosure made by the company on the same day on the gem information disclosure website cninfo.com designated by the CSRC.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
3、 Deliberated and passed the proposal on the financial final accounts report of 2021
In 2021, the company achieved a total operating revenue of 540 million yuan, an increase of 1.6% over the same period last year, and the net profit attributable to the shareholders of the parent company was 701243 million yuan, a decrease of 15.24% over the same period last year.
The above financial data have been audited by Zhonghui Certified Public Accountants (special general partnership) and issued a standard unqualified audit report.
The specific financial data are detailed in the 2021 annual report disclosed by the company on the gem information disclosure website cninfo.com designated by the CSRC on the same day.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
4、 The proposal on 2021 profit distribution plan was deliberated and adopted
According to the audit of Zhonghui Certified Public Accountants (special general partnership), as of December 31, 2021, the net profit attributable to the owner of the parent company in 2021 was 7012427008 yuan, of which the parent company realized a net profit of 4940833184 yuan. According to the provisions of the articles of association, after withdrawing 10% of the statutory surplus reserve of 494083318 yuan, The undistributed profit of the year was 4446749866 yuan, plus the undistributed profit of 42900434866 yuan at the beginning of the year, deducting the profit distribution of 1955273886 yuan in 2020 implemented in May 2021, the company's profit available for distribution as of December 31, 2021 was 45391910846 yuan. The capital reserve is 42585154327 yuan.
In accordance with 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 other relevant provisions of the articles of association of the China Securities Regulatory Commission, after comprehensive consideration of the reasonable return of investors and the long-term development of the company, On the premise of ensuring the normal operation and business development of the company, the profit distribution plan for 2021 is proposed as follows:
The company plans to take the total share capital of 122642024 shares on January 31, 2022 as the base, pay a cash dividend of 1.50 yuan (including tax) for every 10 shares, give 0 bonus shares (including tax), and transfer 0 shares to all shareholders for every 10 shares with capital reserve. The remaining profits after this dividend distribution are carried forward to the distribution of subsequent years.
From the disclosure date of profit distribution plan to the date of equity distribution and equity registration, if the share capital of the company changes, the company will adjust the total distribution according to the principle of unchanged distribution proportion.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
5、 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 and can be effectively implemented. The internal control system meets the requirements of relevant national laws and regulations and the actual needs of the company, and plays a good role in risk prevention and control of the company's operation and management. The self-evaluation report on internal control in 2021 issued by the board of directors truly, objectively and completely reflects the construction and operation of the company's internal control system. For details, please refer to the disclosure made by the company on the same day on cninfo, the gem information disclosure website designated by the CSRC.
Voting results: 3 in favor, 0 against and 0 abstention.
6、 The proposal on the special report on the deposit and use of raised funds in 2021 was considered and adopted
The board of supervisors supervised and inspected the deposit and use of the company's raised funds during the reporting period. It is believed that the use and management of the company's raised funds comply with the relevant rules of Shenzhen Stock Exchange, and the special report on the storage and use of raised funds in 2021 issued by the board of directors truthfully reflects the actual storage and use of the company's raised funds in 2021. For details, please refer to the disclosure made by the company on the same day on cninfo, the gem information disclosure website designated by the CSRC.
Voting results: 3 in favor, 0 against and 0 abstention.
VII The proposal on the confirmation of the remuneration of supervisors in 2021 and the remuneration scheme in 2022 was deliberated and passed. For the remuneration of supervisors in 2021, please refer to "VII. Directors, supervisors and senior managers" in "section IV corporate governance" in the annual report of 2021 disclosed by the company on cninfo.com, the gem information disclosure website designated by the CSRC on the same day Relevant contents of "3. Remuneration of directors, supervisors and senior managers".
The remuneration scheme of supervisors in 2022 is: in 2022, the supervisors of the company will receive post remuneration according to their positions in the company.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
8、 The proposal on renewing the appointment of Zhonghui Certified Public Accountants (special general partnership) as the company's audit institution in 2022 was reviewed and approved
The company plans to renew the appointment of Zhonghui Certified Public Accountants (special general partnership) as the company's audit institution in 2022 for one year.
For details, please refer to the announcement on renewing the appointment of 2022 audit institutions disclosed by the company on cninfo.com, the gem information disclosure website designated by the CSRC on the same day.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
9、 The proposal on using some idle raised funds and self owned funds for cash management was deliberated and adopted
In order to improve the use efficiency of the company's raised funds and its own funds, the company and its subsidiaries intend to use a total of no more than 350 million yuan of idle raised funds and its own funds for cash management, including no more than 50 million yuan of its own funds, The idle funds raised shall not exceed 300 million yuan. Within the above limit, the company and its subsidiaries intend to choose an appropriate time to buy financial products with high security, good liquidity and low risk. Among them, the raised funds can only buy principal guaranteed products with high security, and the funds can be used on a rolling basis. The validity period is from the date of deliberation and approval of the 2021 shareholders' meeting to the date of holding the 2022 shareholders' meeting, The total amount of financial products purchased by the company and its subsidiaries at any time point shall not exceed 350 million yuan.
For details, please refer to the announcement on using some idle raised funds and self owned funds for cash management disclosed by the company on cninfo.com, the gem information disclosure website designated by the CSRC on the same day.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
10、 The proposal on providing loans to holding subsidiaries to implement investment projects with raised funds was deliberated and adopted
The company plans to use the funds raised by issuing shares to specific objects through simple procedures in 2021 to provide loans to Jiangsu JiuWu Environmental Protection Industry Development Co., Ltd. (hereinafter referred to as "Jiuwu environmental protection") in batches, The loan amount is the net amount of raised funds (RMB 3470193071) and the interest and financial income generated by the company's proposed investment project of raised funds "solid and hazardous waste Intelligent Cloud warehouse comprehensive service project".
The board of supervisors believes that Jiuwu environmental protection is a holding subsidiary of the company, and the company can effectively supervise its operation and management to ensure the safety of raised funds. The provision of loans this time is the actual need for the smooth implementation of the raised investment project, complies with the provisions of relevant laws and regulations, the voting procedure is legal and effective, and there is no damage to the interests of the company and all shareholders, especially small and medium-sized shareholders.
For details, please refer to the announcement on using part of the raised funds to provide loans to holding subsidiaries and implement raised investment projects disclosed by the company on cninfo.com, the gem information disclosure website designated by the CSRC on the same day. Voting results: 3 in favor, 0 against and 0 abstention.
It is hereby announced.
Jiangsu Jiuwu Hi-Tech Co.Ltd(300631) board of supervisors
March 1, 2022
