Securities code: Hengdian Group Dmegc Magnetics Co.Ltd(002056) securities abbreviation: Hengdian Group Dmegc Magnetics Co.Ltd(002056) Announcement No.: 2022011 Hengdian Group Dmegc Magnetics Co.Ltd(002056)
Announcement of resolutions of the 9th meeting of the 8th 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
Hengdian Group Dmegc Magnetics Co.Ltd(002056) (hereinafter referred to as “the company”) the ninth meeting of the eighth board of supervisors was notified to all supervisors in writing and email on February 26, 2002, and was held in the conference room on the ninth floor of dongci building at 3:30 p.m. on March 9, 2002. Three supervisors should attend the meeting, three supervisors actually attended the meeting, and the company’s senior managers attended the meeting as nonvoting delegates.
The number of attendees, convening procedures and discussion contents of this meeting comply with the provisions of the company law of the people’s Republic of China, the articles of association and the rules of procedure of the board of supervisors of the company.
2、 Deliberation at the meeting of the board of supervisors
The meeting was presided over by Li Guoping, chairman of the board of supervisors of the company. After careful discussion, the attending supervisors deliberated and passed the following proposals:
(I) the meeting deliberated and adopted the annual report of the company for 2021 and its summary with 3 affirmative votes, 0 negative votes and 0 abstention votes;
The board of supervisors put forward review opinions on the annual report: after review, the board of supervisors considered that the procedures for the preparation and review of the company’s 2021 annual report and its summary by the board of directors were in line with laws, administrative regulations, the provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange, and the contents of the report truly, accurately and completely reflected the actual situation of the listed company, There are no false records, misleading statements or major omissions.
See the company’s 2021 annual report and its abstract on the company’s designated information disclosure website http://cninfo.com.cn. , the summary of the company’s 2021 annual report (Announcement No.: 2022012) was also published in the securities times on March 11, 2022.
This report shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(II) the meeting deliberated and adopted the work report of the board of supervisors in 2021 by 3 affirmative votes, 0 negative votes and 0 abstention votes;
See the company’s designated information disclosure website for the work report of the board of supervisors in 2021 http://cninfo.com.cn. 。
This report shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(III) the meeting deliberated and adopted the company’s 2021 annual financial statement with 3 affirmative votes, 0 negative votes and 0 abstention votes;
See the company’s designated information disclosure website for details of the company’s 2021 annual financial statement http://cninfo.com.cn. 。
This report shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(IV) the meeting deliberated and adopted the company’s profit distribution plan for 2021 by 3 votes in favor, 0 against and 0 abstention;
In consideration of the company’s continuous return to investors and the company’s long-term development, the profit distribution plan for 2021 will distribute cash dividends of 2.40 yuan (including tax) to all shareholders for every 10 shares based on the company’s total share capital of 1626712074 shares, with a total cash dividend distribution of 39041089776 yuan. The balance of undistributed profits after this dividend distribution is carried forward to subsequent annual distribution. In addition, the company does not convert capital reserve into share capital and bonus shares in the current period. The company’s announcement on the profit distribution plan for 2021 (Announcement No.: 2022013) is detailed in the company’s designated information disclosure website http://cninfo.com.cn. It was also published in the securities times on March 11, 2022. The board of supervisors of the company issued opinions on the company’s profit distribution plan for 2021. See the company’s designated information disclosure website for the opinions of the board of supervisors on the company’s profit distribution plan for 2021 http://cninfo.com.cn. 。
This plan shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(V) the meeting deliberated and adopted the company’s proposal on renewing the appointment of the audit institution in 2022 by 3 affirmative votes, 0 negative votes and 0 abstention votes;
The company decided to renew the appointment of Tianjian Certified Public Accountants (special general partnership) as the audit institution in 2022 for one year.
The company’s announcement on the reappointment of the audit institution in 2022 (Announcement No.: 2022014) is detailed in the company’s designated information disclosure website http://cninfo.com.cn. It was also published in the securities times on March 11, 2022.
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(VI) the meeting deliberated and adopted the 2021 annual internal control self-evaluation report of the company with 3 affirmative votes, 0 negative votes and 0 abstention votes;
See the company’s designated information disclosure website for details of the company’s 2021 internal control self-evaluation report http://cninfo.com.cn. 。 The board of supervisors of the company issued opinions on the self-evaluation report of the company’s internal control in 2021. For the opinions of the board of supervisors on the self-evaluation report of the company’s internal control in 2021, please refer to the information disclosure website designated by the company http://cninfo.com.cn. 。
(VII) the meeting deliberated and adopted the proposal on the prediction of the company’s daily connected transactions in 2021 by 2 votes in favor, 0 against and 0 abstention, in which the connected supervisor Li Guoping avoided voting;
Due to the needs of the company’s business development, there are some necessary and reasonable related party transactions between the company and its subsidiaries and the subsidiaries of Hengdian Group Holding Co., Ltd. or other enterprises that can be influenced by the actual controller. It is estimated that the contract signing amount in 2022 will be 948.36 million yuan, and the main transaction categories involve purchasing products, fuels, selling products, entrusted processing Provide catering services, project contracting and leasing, etc.
See the company’s designated information disclosure website for details of the company’s announcement on the forecast of daily connected transactions in 2022 (Announcement No.: 2022015) http://cninfo.com.cn. It was also published in the securities times on March 11, 2022.
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(VIII) the meeting deliberated and adopted the proposal on entrusted financial management and related party transactions of the company in 2022 by 2 votes in favor, 0 against and 0 abstention, in which the related supervisor Li Guoping avoided voting;
The company plans to purchase the financial products of the related party Nanhua Futures Co.Ltd(603093) and its subsidiaries (including but not limited to Nanhua Fund Management Co., Ltd., Henghua International Asset Management Co., Ltd. and Henghua International Asset Management (Singapore) Co., Ltd.) with its own idle funds of no more than 400 million yuan on the premise of ensuring the daily operation capital demand and capital security, The 400 million yuan financial management limit can be jointly used by the company, its wholly-owned subsidiaries and holding subsidiaries. The service life is from the date of deliberation and approval of the 2021 annual general meeting to the date of holding the 2022 annual general meeting.
For details of the company’s announcement on entrusted financial management and related party transactions in 2022 (Announcement No.: 2022016), please refer to the company’s designated information disclosure website http://cninfo.com.cn. It was also published in the securities times on March 11, 2022.
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(IX) the meeting deliberated and approved the proposal on the company’s provision of guarantee amount for subsidiaries in 2022 by 3 votes in favor, 0 against and 0 abstention;
The company plans to provide guarantee for the wholly-owned subsidiary Zhejiang Dongyang dongci Chengji Electronics Co., Ltd. and the holding subsidiary Jiangsu dongci New Energy Technology Co., Ltd., and the guarantee amount is expected to be no more than RMB 500 million. The above guarantee amount is expected to be recycled from the date of deliberation and approval at the 2021 annual general meeting to the date of holding the 2022 annual general meeting.
Announcement on the prediction of the company’s guarantee amount for subsidiaries in 2022 (Announcement No.: 2022017)
See the company’s designated information disclosure website for details http://cninfo.com.cn. It was also published in the securities times on March 11, 2022.
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(x) the meeting deliberated and adopted the company’s proposal on adjusting the remuneration of some supervisors by 1 vote in favor, 0 vote against and 0 abstention. Among them, supervisors WU Weimin and he Xiaoxiao avoided voting when deliberating the proposal on adjusting their remuneration;
The salary of supervisor WU Weimin and employee representative supervisor he Xiaoxiao consists of basic salary and performance salary. The basic salary is determined in combination with the average level of corresponding posts in relevant industries and the actual situation of the company. The performance salary is linked to the annual completion of the company’s business objectives and post management objectives, and fluctuates up and down according to the assessment results. The specific amount shall be submitted to the general meeting of shareholders to authorize the remuneration and appraisal committee of the board of directors of the company to determine according to the company’s performance and performance appraisal system.
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
（11） The meeting deliberated and adopted the company’s proposal on Amending the rules of procedure of the company’s board of supervisors by 3 affirmative votes, 0 negative votes and 0 abstention votes;
The revised rules of procedure of the board of supervisors and the revised comparison table are detailed in the company’s designated information disclosure website http://cninfo.com.cn. 。
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
3、 Documents for future reference
1. Resolutions of the 9th meeting of the 8th board of supervisors of the company;
2. Opinions of the board of supervisors on the company’s profit distribution plan for 2021;
3. Opinions of the board of supervisors on the self-evaluation report of the company’s internal control in 2021.
It is hereby announced.
Hengdian Group Dmegc Magnetics Co.Ltd(002056) board of supervisors March 11, 2002
