Securities code: Tianrun Industry Technology Co.Ltd(002283) securities abbreviation: Tianrun Industry Technology Co.Ltd(002283) No.: 2022007
Tianrun Industry Technology Co.Ltd(002283)
Announcement on the resolution of the 23rd Meeting of the 5th board of directors
The company and all members of the board of directors guarantee that the content of information disclosure is true, accurate and complete without falsehood
False records, misleading statements or material omissions.
1、 Meetings held
Tianrun Industry Technology Co.Ltd(002283) (hereinafter referred to as “the company”) sent a notice on convening the 23rd Meeting of the 5th board of directors to all directors by e-mail on March 2, 2022. The meeting was held in the third conference room of the company on March 12, 2022 by combining on-site and communication voting. The meeting was presided over by the chairman, Mr. Xing Yunbo. There were 9 directors who should attend the meeting, and 9 directors actually attended the meeting. Among them, independent directors Ms. Jiang Aili, Ms. Qu Guoxia and Mr. Yao Chunde attended the meeting by means of communication voting. All supervisors of the company attended the meeting as nonvoting delegates, and the convening and voting of the meeting were in accordance with the relevant provisions of the company law and the articles of association.
2、 Deliberations of the meeting
1. The meeting considered and adopted the full text and summary of the 2021 annual report with 9 affirmative votes, 0 negative votes and 0 abstention.
The full text of the 2021 annual report is detailed in the company’s website (www.cn. Info. Com. CN.) on the same day The contents of the 2021 annual report summary disclosed in the announcement are detailed in the securities times, China Securities News, Shanghai Securities News, securities daily and cninfo (www.cn. Info. Com. CN) on the same day Announcement disclosed on.
This proposal must be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
2. The meeting considered and adopted the work report of the board of directors in 2021 with 9 affirmative votes, 0 negative votes and 0 abstention.
For details of the work report of the board of directors in 2021, please refer to the company’s website (www.cn. Info. Com. CN.) on the same day Announcement disclosed on.
This proposal must be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Wei Anli, the outgoing independent director of the company, and Jiang Aili, Qu Guoxia and Yao Chunde, the current independent directors, respectively submitted the 2021 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. For details of the report, see the company on cninfo.com.cn on the same day Announcement disclosed on.
3. The meeting deliberated and adopted the 2021 general manager’s work report with 9 affirmative votes, 0 negative votes and 0 abstention.
4. The meeting deliberated and adopted the financial final accounts report for 2021 with 9 affirmative votes, 0 negative votes and 0 abstention.
The financial report of the company in 2021 was audited and verified by Tianjian Certified Public Accountants (special general partnership), and an unqualified audit report of Tianjian audit [2022] No. 818 standard was issued. The contents of the 2021 annual audit report are detailed in the company’s website on the same day (www.cn. Info. Com. CN.) Announcement disclosed on.
The total operating revenue in 2021 was 47206785 million yuan, an increase of 2922699 million yuan or 6.60% over 2020; The total profit was 606580300 yuan, an increase of 30393100 yuan or 5.27% over 2020, and the net profit was 540235500 yuan (including 541282100 yuan of net profit attributable to shareholders of the parent company), an increase of 33062500 yuan or 6.52% over 2020.
At the end of 2021, the total assets were 88764308 million yuan, an increase of 7437922 million yuan or 9.15% over the previous year; Total liabilities amounted to 3321327800 yuan, an increase of 235322500 yuan or 7.63% over the previous year.
The net cash flow from operating activities in 2021 was 1056791100 yuan, an increase of 565378400 yuan or 115.05% over 2020; The net cash outflow from investment activities was 863141900 yuan; The net cash outflow from financing activities was 21877500 yuan.
This proposal must be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
5. The meeting deliberated and adopted the 2021 profit distribution plan with 9 affirmative votes, 0 negative votes and 0 abstention.
For details, please refer to securities times, China Securities News, Shanghai Securities News, securities daily and http://www.cn.info.com.cn Announcement on profit distribution plan for 2021 disclosed on the.
The company’s profit distribution plan for 2021 complies with the relevant provisions on profit distribution in the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies, the articles of association and the company’s shareholder return plan for the next three years (20212023), and the profit distribution plan is legal, compliant and reasonable.
The independent directors of the company have approved the profit distribution plan in advance and expressed independent opinions on the matter.
This proposal must be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
6. The meeting considered and adopted the 2021 internal control self-evaluation report with 9 affirmative votes, 0 negative votes and 0 abstention.
The specific contents of the 2021 internal control self-evaluation report are detailed in the company’s website on the same day (www.cn. Info. Com. CN.) Announcement disclosed on.
The independent directors of the company expressed independent opinions on the self-evaluation report on internal control of the company in 2021. For details, see the company on cninfo.com.cn on the same day Announcement disclosed on.
7. The meeting considered and adopted the self inspection form for the implementation of internal control rules by 9 votes in favor, 0 against and 0 abstention.
The specific contents of the self inspection form for the implementation of internal control rules are detailed in the company’s website (www.cn. Info. Com. CN) on the same day Announcement disclosed on.
8. The proposal on the remuneration of directors, supervisors and senior managers in 2021 was considered and adopted by 9 votes in favor, 0 against and 0 abstention.
According to the positions and positions of directors, supervisors and senior managers and the company’s salary and incentive assessment system, the total salary paid by the company to directors, supervisors and senior managers in 2021 is 7.4449 million yuan (including outgoing directors, supervisors and senior managers).
The independent directors of the company expressed independent opinions on this matter. For details, please refer to the company’s website (www.cn. Info. Com. CN.) on the same day Announcement disclosed on.
This proposal must be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
9. The meeting deliberated and adopted the proposal on the appointment of accounting firms with 9 affirmative votes, 0 negative votes and 0 abstention.
Tianjian Certified Public Accountants (special general partnership) is qualified for securities and futures related businesses, has rich audit experience in listed companies, has good credit status, is not a dishonest executee, and has the ability to protect investors. Tianjian Certified Public Accountants (special general partnership) has provided audit services for the company for many years. During the period of serving as the company’s audit institution, it has been diligent and conscientious, followed the independent, objective and fair practice standards, and issued audit opinions fairly and reasonably. In order to maintain the continuity of the company’s audit work, it is agreed to appoint Tianjian Certified Public Accountants (special general partnership) as the company’s audit institution in 2022 for one year, and the audit fee is proposed to be RMB 950000.
For details, please refer to securities times, China Securities News, Shanghai Securities News, securities daily and http://www.cn.info.com.cn Announcement on the proposed appointment of an accounting firm disclosed on the.
The independent directors of the company have approved the appointment of the accounting firm in advance and issued independent opinions. For details, see the company on cninfo.com.cn on the same day Announcement disclosed on. This proposal must be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
10. The meeting deliberated and adopted the proposal on the prediction of daily connected transactions in 2022 with 3 affirmative votes, 0 negative votes and 0 abstention. Related directors Xing Yunbo, sun Haitao, Xu Chengfei, Liu Li, Zhou Xianzhong and Yu Qiuming avoided voting.
For details, please refer to securities times, China Securities News, Shanghai Securities News, securities daily and http://www.cn.info.com.cn Announcement on the forecast of daily connected transactions in 2022 disclosed on the.
The independent directors of the company approved and expressed their independent opinions on this matter in advance. For details, please refer to the company’s website on the same day (www.cn. Info. Com. CN.) Announcement disclosed on.
11. The proposal on comprehensive credit line was reviewed and approved by the bank with 0 affirmative votes and 0 abstention votes.
It is agreed that in order to meet the needs of operation and development, the company applies to the bank for a comprehensive credit exposure business with a total amount of no more than 2 million yuan. The comprehensive credit period is two years. The credit line is mainly used for non current capital loans, working capital loans, bank acceptance bills and related financing businesses. The credit line is not equal to the actual financing amount of the company, The actual financing amount shall be within the credit line, and the actual financing amount of the bank and the company shall prevail.
Authorize the chairman of the company, Mr. Xing Yunbo, to sign contracts, agreements, vouchers and other legal documents related to credit within the above credit line on behalf of the company. The legal and economic responsibilities arising therefrom shall be borne by the company. For details, please refer to securities times, China Securities News, Shanghai Securities News, securities daily and http://www.cn.info.com.cn Announcement on applying for comprehensive credit line from banks disclosed on the.
12. The meeting deliberated and adopted the proposal on changing the registered capital of the company and amending the articles of association with 9 affirmative votes, 0 negative votes and 0 abstention.
From March 21, 2021 to December 31, 2021, due to the exercise of equity incentive options, the total share capital of the company increased from 1134840378 shares to 1139457178 shares. Agree to change the registered capital of the company from 1134840378 yuan to 1139457178 yuan.
It is agreed that the company will revise some articles of the articles of association in accordance with the change of registered capital and the revision of the provisions of the securities law of the people’s Republic of China and the guidelines for the articles of association of listed companies. For the specific contents of the revision, see the company’s website on the same day in the securities times, China Securities News, Shanghai Securities News, securities daily and cninfo (www.cn. Info. Com. CN) Announcement on changing the registered capital of the company and amending the articles of Association disclosed on the.
The revised articles of association are detailed in the company’s website on the same day (www.cn. Info. Com. CN.) Announcement disclosed on.
The board of directors requests the general meeting of shareholders to authorize the board of directors of the company to handle the specific matters of industrial and commercial change registration and filing.
This proposal must be submitted to the 2021 annual general meeting of shareholders of the company for deliberation. The time of the 2021 annual general meeting of shareholders will be notified separately by the board of directors. 3、 Documents for future reference: resolutions of the 23rd Meeting of the 5th board of directors. It is hereby announced.
Tianrun Industry Technology Co.Ltd(002283) board of directors
March 15, 2022
