Securities code: Jiangsu Tongli Risheng Machinery Co.Ltd(605286) securities abbreviation: Jiangsu Tongli Risheng Machinery Co.Ltd(605286) Announcement No.: 2022011
Jiangsu Tongli Risheng Machinery Co.Ltd(605286)
Announcement on the resolution of the fourth meeting of the second board of supervisors
The board of supervisors and all supervisors 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 supervisors
Jiangsu Tongli Risheng Machinery Co.Ltd(605286) (hereinafter referred to as "the company") the fourth meeting of the second board of supervisors was notified in writing on March 5, 2022 and held on-site in the company's conference room on March 17, 2022. The meeting was presided over by Wang suohua, chairman of the board of supervisors. The meeting shall be held in accordance with laws and regulations, the company law and the articles of association, and the resolutions of the meeting shall be legal and effective.
2、 Deliberation at the meeting of the board of supervisors
(I) deliberated and adopted the proposal on the annual report of 2021 and its summary
The board of supervisors believes that the preparation and review procedures of the company's 2021 annual report are standardized and legal, comply with laws, regulations, articles of association and various provisions of the company's internal management system, and the content is true, accurate and complete. The content and format of the company's 2021 annual report comply with the provisions of the China Securities Regulatory Commission and Shanghai Stock Exchange, and the information contained truly and objectively reflects the company's financial situation and operating results this year. No violation of confidentiality was found among the personnel involved in the preparation and review of the 2021 annual report.
See the 2021 annual report and the 2021 annual report summary disclosed by the company on the website of Shanghai stock exchange for details.
Voting: 3 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(II) deliberated and passed the proposal on the work report of the board of supervisors in 2021
Voting: 3 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(III) deliberated and passed the proposal on the financial final accounts report of 2021
Voting: 3 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(IV) deliberated and passed the proposal on daily connected transactions expected in 2022
For details, please refer to the announcement on daily connected transactions in 2022 disclosed by the company on the website of Shanghai Stock Exchange.
Voting: 3 in favor, 0 against and 0 abstention.
(V) the proposal on the special report on the deposit and actual use of raised funds in 2021 was reviewed and approved. For details, see the special report on the deposit and actual use of raised funds in 2021 disclosed by the company on the website of Shanghai Stock Exchange.
Voting: 3 in favor, 0 against and 0 abstention.
(VI) deliberated and passed the proposal on self-evaluation report on internal control in 2021.
The board of supervisors believes that the company has established a relatively complete internal control management system, and all internal control systems meet the requirements of relevant national laws, regulations and regulatory authorities. The establishment and implementation of the company's internal control system has effectively improved the company's operation and management level and risk prevention ability, and ensured the orderly operation of the company's businesses and the safety of the company's assets. It complies with the requirements of laws and regulations such as the code for internal control of enterprises, and comprehensively, truly and accurately reflects the actual situation of the company's internal control.
See the 2021 internal control self evaluation report disclosed by the company on the website of Shanghai stock exchange for details.
Voting: 3 in favor, 0 against and 0 abstention.
(VII) deliberated and passed the proposal on profit distribution plan for 2021
The board of supervisors believes that this profit distribution plan is formulated under the condition of fully considering the subsequent development of the company and the actual needs of funds, which is in line with the company's business status and development strategy, conducive to the sustainable development of the company, conducive to safeguarding the long-term interests of shareholders, and there is no situation that damages the interests of shareholders of the company, especially small and medium-sized shareholders.
For details, please refer to the announcement on profit distribution plan for 2021 disclosed by the company on the website of Shanghai Stock Exchange.
Voting: 3 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(VIII) deliberated and passed the proposal on the company's financing limit and guarantee matters
For details, see the announcement on the company's financing limit and guarantee matters disclosed on the website of Shanghai Stock Exchange.
Voting: 3 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(IX) deliberated and passed the proposal on cash management with raised funds
The board of supervisors believes that: the company uses the temporarily idle raised funds for cash management to purchase financial products with high safety and good liquidity. The decision-making procedures for the above matters comply with relevant regulations and are conducive to improving the deposit income of idle raised funds. The company's use of idle raised funds for cash management does not conflict with the implementation plan of investment projects with raised funds, It will not affect the construction of investment projects with raised funds and the normal use of raised funds, which is in line with the interests of the company and all shareholders, and there is no situation that damages the interests of the company and all shareholders, especially minority shareholders.
In conclusion, we agree that the company will use the raised funds for cash management this time.
See the announcement on cash management with raised funds disclosed by the company on the website of Shanghai stock exchange for details.
Voting: 3 in favor, 0 against and 0 abstention.
(x) deliberated and passed the proposal on the remuneration scheme of supervisors in 2022
For details, please refer to the announcement on the remuneration scheme of directors, supervisors and senior managers in 2022 disclosed by the company on the website of Shanghai Stock Exchange.
Voting: 3 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
（11） The proposal on terminating the issuance of shares and paying cash to purchase assets and raising supporting funds and related party transactions was deliberated and adopted
The company originally planned to purchase 51% equity of Beijing Tianqi Hongyuan new energy technology Co., Ltd. (hereinafter referred to as "target company" or "Tianqi Hongyuan") and raise supporting funds by issuing shares and paying cash. In order to improve the transaction efficiency, reduce the transaction cost, better promote the achievement of the acquisition and enhance the driving force for the continuous growth of the performance of the target company after the acquisition, based on the purpose of safeguarding the interests of all shareholders, after careful consideration and full demonstration and negotiation with the counterparty and relevant intermediaries, the company decided to terminate this transaction and acquire 51% of the equity of Tianqi Hongyuan by paying cash.
For details, please refer to the announcement on terminating the issuance of shares and paying cash to purchase assets, raising supporting funds and changing to cash to purchase equity disclosed on the website of Shanghai Stock Exchange.
Voting: 3 in favor, 0 against and 0 abstention.
（12） The proposal on Approving the audit report and asset appraisal report of Beijing Tianqi Hongyuan new energy technology Co., Ltd. was deliberated and adopted
Voting: 3 in favor, 0 against and 0 abstention.
（13） The proposal on purchasing 51% equity of Beijing Tianqi Hongyuan new energy technology Co., Ltd. in cash was deliberated and adopted
In order to expand the company's business scale and promote the company's strategic development, the company plans to purchase part of the equity of Beijing Tianqi Hongyuan new energy technology Co., Ltd. for 24 million yuan in cash, According to the appraisal value of the assets appraisal report on the value of all shareholders' equity of Beijing Tianqi Hongyuan new energy technology Co., Ltd. involved in Jiangsu Tongli Risheng Machinery Co.Ltd(605286) proposed equity acquisition and capital increase (hcpbz (2022) No. 0046) issued by Jiangsu Tianjian Huachen Assets Appraisal Co., Ltd., the overall transaction price after negotiation is RMB 71.8 million, and the capital of Tianqi Hongyuan is increased by RMB 250 million. After the equity transfer and capital increase are completed, The company will hold 51% equity of Tianqi Hongyuan in total, and Tianqi Hongyuan will become the holding subsidiary of the company.
For details, see the announcement on purchasing 51% equity of Beijing Tianqi Hongyuan new energy technology Co., Ltd. in cash disclosed on the website of Shanghai Stock Exchange.
Voting: 3 in favor, 0 against and 0 abstention.
It is hereby announced.
Jiangsu Tongli Risheng Machinery Co.Ltd(605286) board of supervisors March 19, 2022
