Securities code: Tangshan Jidong Equipment And Engineering Co.Ltd(000856) securities abbreviation: Tangshan Jidong Equipment And Engineering Co.Ltd(000856) Announcement No.: 202215 Tangshan Jidong Equipment And Engineering Co.Ltd(000856)
Announcement of resolutions of the 8th meeting of the 7th 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.
1、 Meetings of the board of directors
Tangshan Jidong Equipment And Engineering Co.Ltd(000856) (hereinafter referred to as "the company") the board of directors sent a notice and information on convening the eighth meeting of the seventh board of directors to all directors, supervisors and senior managers by personal delivery and e-mail on March 4, 2022. The meeting was held on March 16, 2022 by means of on-site combined communication. The directors attending the meeting by means of communication voting were Mr. Zhang Jianfeng, Mr. Luo Xiong, Mr. Yue Dianmin and Ms. Wang Yumin. There are seven directors who should vote at the meeting and seven directors who actually vote. Three supervisors and other relevant personnel attended the meeting as nonvoting delegates. The meeting was presided over by Mr. Wang Xiangdong. The convening and convening procedures of the meeting and the number of voting directors met the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
2、 Deliberations of the board meeting
(I) the company's 2021 annual report and its summary were reviewed and approved
Voting results: 7 in favor, 0 against and 0 abstention.
For details, please refer to Securities Daily, securities times and cninfo.com published by the company on the same day（ http://www.cn.info.com.cn. ）Relevant announcements.
(II) the 2021 annual report of the board of directors was reviewed and approved
Voting results: 7 in favor, 0 against and 0 abstention.
For details, please refer to the work report of the board of directors in 2021 issued by the company on cninfo.com on the same day. (III) reviewed and approved the 2021 general manager's work report of the company
Voting results: 7 in favor, 0 against and 0 abstention.
(IV) reviewed and approved the company's 2021 annual financial statement report
Voting results: 7 in favor, 0 against and 0 abstention.
For details, please refer to the financial statement of 2021 issued by the company on cninfo.com on the same day.
(V) reviewed and approved the company's profit distribution plan for 2021
According to the 2021 annual audit report issued by ShineWing Certified Public Accountants (special general partnership), the parent company's net profit in 2021 was 1111895487 yuan, plus the undistributed profit of -35674569276 yuan at the beginning of the year, and the actual profit available for distribution to shareholders was -34562673789 yuan. In accordance with the provisions of the company's justice and the articles of association, there was no profit distribution or conversion of provident fund into share capital in 2021. Voting results: 7 in favor, 0 against and 0 abstention.
(VI) the proposal on the remuneration of non independent directors in 2021 was deliberated and adopted
Voting results: 7 in favor, 0 against and 0 abstention.
(VII) deliberated and passed the company's proposal on the remuneration of senior managers in 2021
Voting results: 7 in favor, 0 against and 0 abstention.
(VIII) reviewed and approved the 2021 annual internal control evaluation report of the company
Voting results: 7 in favor, 0 against and 0 abstention.
For details, see the 2021 internal control evaluation report released by the company on cninfo.com on the same day. (IX) the company's report on continuous risk assessment of Beijing Jinyu Finance Co., Ltd. was reviewed and approved. This is a related party transaction, which has been recognized by independent directors and expressed independent opinions. The related directors, Mr. Wang Xiangdong, Mr. Jiao Liujun, Mr. Zhang Jianfeng and Mr. Jiang Baojun, avoided voting.
Voting results: 3 in favor, 0 against and 0 abstention.
For details, please refer to the continuous risk assessment report on Beijing Jinyu Finance Co., Ltd. issued by the company on cninfo.com on the same day.
(x) the proposal on capital increase and related party transactions of joint-stock subsidiaries of the company was deliberated and adopted
This is a related party transaction, which has been approved in advance by the independent directors and expressed independent opinions. The related directors Mr. Wang Xiangdong, Mr. Jiao Liujun, Mr. Zhang Jianfeng and Mr. Jiang Baojun avoided voting.
Voting results: 3 in favor, 0 against and 0 abstention.
For details, see the announcement on capital increase and related party transactions of participating subsidiaries (Announcement No. 202216) issued by the company on the same day in Securities Daily, securities times and cninfo.
（11） The proposal on Amending the articles of association was deliberated and adopted
Voting results: 7 in favor, 0 against and 0 abstention.
For details, see the amendment to the articles of Association issued by the company on cninfo.com on the same day.
（12） The proposal on the measures for the administration of authorization by the board of directors of the company was deliberated and adopted
Voting results: 7 in favor, 0 against and 0 abstention.
For details, please refer to the management measures for authorization of the board of directors issued by the company on cninfo.com on the same day.
（13） The proposal on the provision for credit impairment and asset impairment in 2021 was reviewed and approved
The board of directors of the company believes that the provision for credit impairment and asset impairment in 2021 complies with the accounting standards for business enterprises and other relevant provisions, and fairly reflects the asset status of the company.
Voting results: 7 in favor, 0 against and 0 abstention.
For details, please refer to the announcement on the provision for credit impairment and asset impairment in 2021 (Announcement No.: 202217) published by the company in the securities times, securities daily and cninfo.com on the same day. （14） The proposal on the appointment of 2022 financial audit institution of the company was reviewed and approved
In order to maintain the stability and continuity of the company's annual audit, the company plans to continue to employ ShineWing Certified Public Accountants (special general partnership) as the financial audit institution in 2022 for one year. The general meeting of shareholders is also requested to authorize the board of directors to determine the annual audit fee according to the industrial standards and the actual work of the company's audit.
Voting results: 7 in favor, 0 against and 0 abstention.
For details, see the announcement on the proposed renewal of accounting firm (Announcement No.: 202218) published by the company in the securities times, securities daily and cninfo on the same day.
（15） The proposal on the appointment of internal control audit institution in 2022 was reviewed and approved. In order to maintain the stability and continuity of the company's annual audit work, ShineWing Certified Public Accountants (special general partnership) is proposed to be reappointed as the audit institution of the company's internal control in 2022 for a period of one year.
The general meeting of shareholders is also requested to authorize the board of directors to determine the annual audit fee according to the industry standards and the actual work of the company's internal control audit.
Voting results: 7 in favor, 0 against and 0 abstention.
For details, see the announcement on the proposed renewal of accounting firm (Announcement No.: 202218) published by the company in the securities times, securities daily and cninfo on the same day.
（16） Deliberating the proposal on convening the 2021 annual general meeting of shareholders of the company
The company is scheduled to hold the 2021 annual general meeting of shareholders on April 13, 2022 in the conference room on the 11th floor of Jidong science and technology building, Jinyu, Tongdao Road, Caofeidian District, Tangshan City, Hebei Province.
Voting results: 7 in favor, 0 against and 0 abstention.
For details, see the notice on convening the 2021 annual general meeting of shareholders (Announcement No.: 202219) published by the company in the securities times, securities daily and cninfo on the same day.
（17） Listen to the work report of independent directors in 2021
The first, second, fourth, fifth, sixth, tenth, eleventh, fourteenth and fifteenth proposals mentioned above need to be deliberated and approved by the general meeting of shareholders of the company. The tenth proposal is related party transactions. When the general meeting of shareholders votes on related party transactions, related shareholders avoid voting. The eleventh proposal needs to be passed by special resolution, and the resolution made by the general meeting of shareholders must be passed by more than 2 / 3 of the voting rights held by the shareholders attending the meeting. The independent directors of the company will report on their duties at the 2021 annual general meeting of shareholders.
3、 Documents for future reference
Tangshan Jidong Equipment And Engineering Co.Ltd(000856) the resolution of the 8th meeting of the 7th board of directors.
It is hereby announced.
Tangshan Jidong Equipment And Engineering Co.Ltd(000856) board of directors March 17, 2022
