Securities code: Jiangsu Jiuwu Hi-Tech Co.Ltd(300631) securities abbreviation: Jiangsu Jiuwu Hi-Tech Co.Ltd(300631) Announcement No.: 2022010 Jiangsu Jiuwu Hi-Tech Co.Ltd(300631)
Announcement on the resolution of the 27th 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.
Jiangsu Jiuwu Hi-Tech Co.Ltd(300631) (hereinafter referred to as “the company”) the notice of the 27th meeting of the seventh board of directors was sent to all directors by e-mail on February 16, 2022. The meeting was held in the conference room of the company at 14:30 p.m. on February 26, 2022. There were 9 directors who should attend the meeting, 9 actually attended the meeting, and some supervisors and senior managers of the company attended the meeting as nonvoting delegates. The meeting of the board of directors was convened and presided over by Mr. Dang Jianbing, chairman 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 directors attending the meeting, the following resolutions are formed:
1、 Deliberated and adopted the proposal on the work report of the board of directors in 2021
The specific contents of the work report of the board of directors 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. The independent directors of the company have submitted the report on the work of independent directors to the board of directors and will report on their work at the 2021 annual general meeting of shareholders of the company.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
2、 Deliberated and passed the proposal on the work report of the general manager in 2021
The board of directors listened to the work report of the general manager in 2021 made by Mr. Fan keyin, the general manager of the company, and believed that the management of the company effectively implemented the resolutions of the board of directors and the general meeting of shareholders in 2021, and the operation of the company in 2021 was stable and orderly.
Voting results: 9 in favor, 0 against and 0 abstention.
3、 Deliberated and adopted the proposal on the annual report of 2021 and its summary
All directors, supervisors and senior managers of the company have guaranteed the 2021 annual report, and issued a written confirmation that the content of the 2021 annual report is true, accurate and complete without any false records, misleading statements or major omissions, and promised to disclose information in a timely and fair manner.
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: 9 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、 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: 9 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、 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 that year was 4446749866 yuan, plus the undistributed profit at the beginning of the year
The distribution profit is 42900434866 yuan. After deducting 1955273886 yuan of profit distribution in 2020 implemented in May 2021, the company’s profit available for distribution as of December 31, 2021 is 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.
The independent directors of the company expressed independent opinions on the proposal on profit distribution plan for 2021. Voting results: 9 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
6、 Deliberated and passed the proposal on the self evaluation report on internal control in 2021
The independent directors and the board of supervisors of the company issued independent opinions and audit opinions on the self-evaluation report on internal control in 2021 respectively. The sponsor Guotai Junan Securities Co.Ltd(601211) issued a special verification opinion, and Zhonghui Certified Public Accountants (special general partnership) issued a verification report.
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: 9 in favor, 0 against and 0 abstention.
7、 The proposal on the special report on the deposit and use of raised funds in 2021 was considered and adopted
The independent directors and the board of supervisors of the company issued independent opinions and review opinions on the special report on the deposit and use of raised funds in 2021. The sponsor Guotai Junan Securities Co.Ltd(601211) issued a special verification opinion, and Zhonghui Certified Public Accountants (special general partnership) issued a verification report. 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: 9 in favor, 0 against and 0 abstention.
8、 The proposal on the confirmation of senior managers’ remuneration in 2021 and the remuneration scheme in 2022 was deliberated and adopted
For the remuneration of the company’s senior managers in 2021, please refer to the relevant contents of “7. Remuneration of directors, supervisors and senior managers” in “section IV corporate governance” and “3. Remuneration of directors, supervisors and senior managers” in the 2021 annual report disclosed by the company on cninfo.com, the gem information disclosure website designated by the CSRC on the same day.
The remuneration scheme for senior managers in 2022 is as follows:
In 2022, the remuneration of senior managers of the company is divided into basic salary and annual performance salary, which are carried out according to the existing performance appraisal, incentive and restraint mechanism. The company’s senior managers receive remuneration according to the business objectives and tasks set by the company at the beginning of the year, combined with the actual completion of the objectives and tasks and performance appraisal.
The independent directors of the company expressed independent opinions on the proposal on the confirmation of the remuneration of senior managers in 2021 and the remuneration scheme in 2022.
Voting results: 9 in favor, 0 against and 0 abstention.
IX The proposal on the confirmation of directors’ remuneration in 2021 and the remuneration scheme in 2022 was deliberated and adopted. For the details of directors’ remuneration in 2021, please refer to “VII. Directors, supervisors and senior managers” in “section IV corporate governance” in the annual report of 2021 disclosed 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 directors in 2022 is as follows:
In 2022, the company plans to pay an allowance of 120000 yuan to each independent director, and no additional remuneration will be paid; Other directors do not receive allowances as directors, but only as managers of the company, according to their positions in the company and the signed labor contracts, and the chairman of the company receives salaries in the company according to his management positions
The independent directors of the company expressed independent opinions on the proposal on the confirmation of directors’ remuneration in 2021 and the remuneration scheme in 2022.
Voting results: 9 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 renewing the appointment of Zhonghui Certified Public Accountants (special general partnership) as the company’s audit institution in 2022 was reviewed and approved
The board of directors of the company plans to renew the appointment of Zhonghui Certified Public Accountants (special general partnership) as the audit institution of the company 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.
The independent directors of the company gave their prior approval and independent opinions on the proposal on renewing the appointment of Zhonghui Certified Public Accountants (special general partnership) as the audit institution of the company in 2022.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
11、 The proposal on applying for comprehensive credit line from banks was deliberated and adopted
According to the company’s production and operation plan and capital demand, as well as the bank’s comprehensive credit extension and line adjustment arrangement, the company plans to apply for a comprehensive credit line of no more than 300 million yuan from a single bank, and the actual loan amount shall not exceed 300 million yuan (refers to the total loan amount of all credit banks at any time point in the credit period shall not exceed 300 million yuan). The business scope includes but is not limited to loans Bank acceptance bill, letter of guarantee, letter of credit and other financing forms. The final credit line, financing form and credit term shall be subject to the credit and financing contracts signed between the company and various banks. The credit line is not equal to the actual financing amount of the company, and the specific financing amount will be determined according to the actual needs of the company’s working capital. Within the credit term, the credit line can be recycled.
In order to improve work efficiency and ensure the timeliness of handling procedures for financing business, it is proposed to authorize the chairman of the company or others authorized in writing to sign all contracts, agreements, vouchers and other legal documents related to all credit (including but not limited to credit, loan, mortgage, financing, etc.) within the above credit line on behalf of the company; The financial department of the company shall be responsible for the specific matters of formalities handling and use within the framework of the resolution of the board of directors.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
12、 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.
The independent directors of the company expressed independent opinions on the proposal on cash management using some idle raised funds and self owned funds. The recommendation institution Guotai Junan Securities Co.Ltd(601211) issued special verification opinions. Voting results: 9 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
13、 The proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to microfinance was deliberated and adopted
In accordance with the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation) (hereinafter referred to as the “measures for the administration of registration”), the detailed rules for the implementation of securities issuance and underwriting business of companies listed on the gem of Shenzhen Stock Exchange, the articles of association and other laws and regulations, The board of directors of the company requests the general meeting of shareholders to authorize the board of directors to decide to issue financing to specific objects with a total amount of no more than RMB 300 million and no more than the end of the most recent year
For shares with 20% of net assets, the authorization period is from the date of adoption of the company’s 2021 annual general meeting to the date of holding the 2022 annual general meeting. This authorization includes the following contents:
1. Confirm whether the company meets the conditions for issuing shares to specific objects through simple procedures (hereinafter referred to as “microfinance” or “this issuance of shares”)
Authorize the board of directors to conduct self-examination and demonstration on the actual situation and relevant matters of the company in accordance with the company law, securities law, registration management measures and other laws, regulations, normative documents and the articles of association, and confirm whether the company meets the conditions for small amount rapid financing.
2. Type and par value of issued shares
The type of shares issued this time is domestic listed RMB ordinary shares (A shares), with a par value of RMB 1.00 per share.
3. Issuing method, issuing object and placement arrangement to original shareholders
This issue
