Securities code: Guangdong Dcenti Auto-Parts Stock Limited Company(603335) securities abbreviation: Guangdong Dcenti Auto-Parts Stock Limited Company(603335) Announcement No.: 2022015 Guangdong Dcenti Auto-Parts Stock Limited Company(603335)
Announcement of resolutions of the 11th meeting of the third board of directors
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
1、 Meetings of the board of directors
Guangdong Dcenti Auto-Parts Stock Limited Company(603335) (hereinafter referred to as "the company") the 11th meeting of the third board of directors (hereinafter referred to as "the meeting") was held on March 14, 2022 in the form of combination of on-site and communication, and the voting was conducted in a registered manner. Zhao Ruizhen, chairman of the board of directors, presided over the meeting. There were 7 directors who should attend the meeting and 7 actually attended the meeting. The supervisors and senior managers of the company attended the meeting as nonvoting delegates. The meeting was held in accordance with relevant laws and regulations and the articles of association, and the meeting was legal and effective.
2、 Deliberations of the board meeting
The meeting considered and adopted the following resolutions:
1. The proposal on the work report of the general manager in 2021 was deliberated and adopted
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
2. The proposal on the work report of the board of directors in 2021 was deliberated and adopted
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
3. The proposal on financial final accounts report of 2021 and financial budget report of 2022 was deliberated and adopted
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
4. The proposal on the profit distribution plan for 2021 was reviewed and approved
According to the audit of Rongcheng Certified Public Accountants (special general partnership), the net profit attributable to the shareholders of the parent company in 2021 was 3333580076 yuan, the statutory surplus reserve was 19359744 yuan, the distributable profit in this period was 3314220332 yuan, plus the undistributed profit of 11289163119 yuan in previous years, as of December 31, 2021, The company's profit available for distribution at the end of the period was 14 Fujian Apex Software Co.Ltd(603383) 451 yuan. After deliberation and approval at the 11th meeting of the third board of directors, the company plans to distribute profits based on the total share capital registered on the date of equity distribution in 2021. The profit distribution plan is as follows:
The company plans to distribute a cash dividend of 0.24 yuan (including tax) to all shareholders for every 10 shares. As of December 31, 2021, the total share capital of the company is 428144600 shares. Based on this calculation, the total cash dividend to be distributed is 1027547040 yuan (including tax). The cash dividend ratio of the company this year was 30.82%.
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
5. The proposal on the full text and summary of the 2021 annual report was deliberated and adopted
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) disclosure.
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
6. The proposal on the implementation of daily related party transactions in 2021 and the forecast of daily related party transactions in 2022 was reviewed and approved
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) disclosure.
Voting result: 4 votes for non affiliated directors; No negative vote; There were no abstentions. Affiliated directors Zhao Ruizhen, Luo Jie and Sindy Yi Min Zhao avoided voting.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
7. The proposal on the provision for asset impairment was deliberated and adopted
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) disclosure.
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
8. The special report on the deposit and use of the company's raised funds in 2021 was reviewed and approved
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) disclosure.
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
9. The proposal on applying to the bank for comprehensive credit line in 2022 was deliberated and adopted
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) disclosure.
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
10. The proposal on confirming the remuneration of directors, supervisors and senior managers of the company in 2021 and the remuneration scheme of directors and supervisors in 2022 was deliberated and adopted
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) disclosure.
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
11. The proposal on renewing the appointment of accounting firms was deliberated and adopted
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) disclosure.
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
12. The report on the work of independent directors in 2021 was reviewed and adopted
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) disclosure.
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
13. The performance report of the audit committee of the board of directors in 2021 was reviewed and adopted
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) disclosure.
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
14. The proposal on the evaluation report of internal control in 2021 was considered and adopted
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) disclosure.
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
15. The proposal on providing guarantees and related party transactions to holding subsidiaries was deliberated and adopted
See the website of Shanghai Stock Exchange (www.sse. CN) for details disclosure.
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
16. The proposal on using self owned funds for securities investment was deliberated and adopted
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) disclosure.
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
17. The proposal on convening the 2021 annual general meeting of shareholders was deliberated and adopted
Since relevant proposals need to be submitted to the general meeting of shareholders of the company for deliberation after the meeting of the board of directors of the company is held, the board of directors of the company decided to hold the 2021 annual general meeting of shareholders on April 8, 2022.
See the website of Shanghai Stock Exchange (www.sse. Com. CN.) for details on the time, place, agenda and topics of the meeting And the notice of the 2021 annual general meeting of shareholders disclosed in China Securities News, Shanghai Securities News, securities times and Securities Daily.
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
It is hereby announced.
Guangdong Dcenti Auto-Parts Stock Limited Company(603335) board of directors March 15, 2022
