Securities code: Zhangjiagang Zhonghuan Hailu High-End Equipmentco.Ltd(301040) securities abbreviation: Zhangjiagang Zhonghuan Hailu High-End Equipmentco.Ltd(301040) Announcement No.: 2022014 Zhangjiagang Zhonghuan Hailu High-End Equipmentco.Ltd(301040)
Announcement of resolutions of the 8th meeting of the 3rd 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
Zhangjiagang Zhonghuan Hailu High-End Equipmentco.Ltd(301040) (hereinafter referred to as “the company”) sent a written notice to all directors on March 8, 2022 to convene the eighth meeting of the third board of directors. The meeting was held in the company’s conference room on March 18, 2022 in the form of on-site combined with online video. There were 9 directors who should attend the meeting and 9 directors who actually attended the meeting. The board of directors was convened by Mr. Wu Junsan, chairman of the company. The convening, convening and voting procedures of this meeting comply with the provisions of the company law of the people’s Republic of China and the Zhangjiagang Zhonghuan Hailu High-End Equipmentco.Ltd(301040) articles of association. 2、 Deliberations at the board meeting (I) the proposal on 2021 annual report and summary was considered and adopted;
The contents of the 2021 annual report of the company truly, accurately and completely reflect the actual situation of the listed company, and there are no false records, misleading statements or major omissions.
Voting results: 9 in favor, 0 against and 0 abstention. This proposal shall be submitted to the 2021 annual general meeting of shareholders for deliberation.
For details, see http://www.cn.info.com.cn.cn on the same day Disclosed annual report 2021 and its summary. (II) the proposal on the general manager’s work report in 2021 was deliberated and adopted;
Voting results: 9 in favor, 0 against and 0 abstention.
(III) deliberated and adopted the proposal on the work report of the board of directors in 2021;
The work report of the board of directors in 2021 made by Chairman Wu Junsan on behalf of the board of directors objectively summarizes the work of the board of directors in making decisions on major matters such as strategic planning, operation and management and corporate governance in 2021. Meanwhile, Mr. Cao Chengbao, Mr. Fan Yaoming and Mr. Zhang Jin, independent directors of the third board of directors of the company, respectively submitted the report on the work of independent directors in 2021 to the board of directors and will report on their work at the 2021 annual general meeting of shareholders of the company.
Voting results: 9 in favor, 0 against and 0 abstention. This proposal shall be submitted to the 2021 annual general meeting of shareholders for deliberation.
For details, see http://www.cn.info.com.cn.cn on the same day Section III of the full text of the company’s 2021 annual report, management discussion and analysis, and 2021 annual report on the work of independent directors. (IV) deliberated and passed the proposal on the financial final accounts report of 2021;
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the 2021 annual general meeting of shareholders for deliberation.
For details, see http://www.cn.info.com.cn.cn on the same day Disclosed financial final accounts report of 2021. (V) deliberated and passed the proposal on the profit distribution plan for 2021;
Based on 100000000 shares of the company’s total share capital as of December 31, 2021, a cash dividend of RMB 2 (including tax) will be distributed to all shareholders for every 10 shares, with a total cash dividend of RMB 2000000000. The remaining undistributed profits will be carried forward to subsequent years. No bonus shares will be given for this profit distribution, and no capital reserve will be increased.
If the total share capital of the company changes from the disclosure date of this profit distribution plan to the implementation date due to convertible bonds to shares and other reasons, the company will adjust the total amount of cash dividends according to the principle of unchanged distribution proportion based on the total share capital on the equity registration date when the profit distribution plan is implemented.
The independent directors of the company have expressed their independent opinions on the above matters.
Voting results: 9 in favor, 0 against and 0 abstention. This proposal shall be submitted to the 2021 annual general meeting of shareholders for deliberation.
For details, see http://www.cn.info.com.cn.cn on the same day Announcement on the company’s profit distribution plan for 2021 disclosed. (VI) deliberated and passed the proposal on the special report on the deposit and use of raised funds in 2021; In accordance with the requirements of laws, regulations and normative documents such as the company law, the securities law, the guidelines for self discipline supervision of listed companies on Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, and the measures for the administration of Zhangjiagang Zhonghuan Hailu High-End Equipmentco.Ltd(301040) raised funds, the company has prepared the special report on the deposit and use of raised funds in 2021. Rongcheng Certified Public Accountants (special general partnership) reviewed this report and issued the verification report on the annual storage and use of raised funds (Rongcheng zhuanzi [2022] No. 210z0035), and Minsheng Securities Co., Ltd. issued the special verification report on the storage and use of raised funds in Zhangjiagang Zhonghuan Hailu High-End Equipmentco.Ltd(301040) 2021.
The independent directors of the company have expressed their independent opinions on the above matters.
Voting results: 9 in favor, 0 against and 0 abstention. This proposal shall be submitted to the 2021 annual general meeting of shareholders for deliberation.
For details, see http://www.cn.info.com.cn.cn on the same day The announcement on the special report on the annual storage and use of raised funds in 2021. (VII) the proposal on self-evaluation report on internal control in 2021 was deliberated and adopted;
The board of Directors believes that the company’s internal control system meets the requirements of relevant Chinese laws, regulations and securities regulatory authorities, as well as the company’s development needs at this stage, ensuring the healthy operation of the company’s businesses and the control of business risks. The company’s internal control meets the requirements of China Securities Regulatory Commission and Shenzhen Stock Exchange in terms of internal environment, goal setting, event identification, risk assessment and countermeasures, information and communication.
The independent directors of the company have expressed their independent opinions on the above matters. Rongcheng Certified Public Accountants (special general partnership) issued the internal control assurance report (Rongcheng zhuanzi [2022] No. 210z0037). Minsheng Securities Co., Ltd. issued the verification opinions on the self-evaluation report of internal control in Zhangjiagang Zhonghuan Hailu High-End Equipmentco.Ltd(301040) 2021.
Voting results: 9 in favor, 0 against and 0 abstention.
For details, see http://www.cn.info.com.cn.cn on the same day Self evaluation report on internal control in 2021 disclosed.
(VIII) the proposal on the remuneration of directors, supervisors and senior managers of the company in 2021 and the remuneration scheme in 2022 was reviewed and approved;
In 2021, the remuneration and relevant incentive assessment of the company’s directors, supervisors and senior managers shall be carried out in strict accordance with relevant regulations and formulated in combination with the actual operating conditions of the company. The disclosed remuneration is true, and its distribution procedures comply with relevant laws, regulations and the articles of association. At the same time, considering the actual operation of the company, the salary level of industry and region, job contribution and other factors, the company has formulated the salary plan for directors, supervisors and senior managers in 2022.
The independent directors of the company have expressed their independent opinions on the above matters.
Voting results: 9 in favor, 0 against and 0 abstention. This proposal shall be submitted to the 2021 annual general meeting of shareholders for deliberation. (IX) the proposal on the company’s application for comprehensive credit line from the bank in 2022 was deliberated and adopted
In order to further broaden the financing channels, optimize the financing structure and ensure the needs of the company’s business development, the company plans to apply to relevant banks for a comprehensive credit line of no more than 710 million yuan in 2022 (subject to the credit amount actually approved by each bank). Its contents include but are not limited to comprehensive credit businesses such as loans, trade financing and bank acceptance bills. The above credit line is not equal to the financing amount of the company, and the specific financing amount will be determined according to the actual needs of the company’s working capital. The credit period is one year. Within the above authorization period and limit, the comprehensive credit line can be recycled.
The independent directors of the company have expressed their independent opinions on the above matters.
Voting results: 9 in favor, 0 against and 0 abstention. This proposal shall be submitted to the 2021 annual general meeting of shareholders for deliberation.
For details, see http://www.cn.info.com.cn.cn on the same day Announcement on the company’s application for comprehensive credit line from the bank in 2022. (x) deliberated and passed the proposal on continuing the appointment of audit institutions;
Rongcheng Certified Public Accountants (special general partnership) has the securities practice qualification, the signing accountant and the project leader have the corresponding professional competence, adhere to the objective, independent and impartial audit in the practice process, and better perform the responsibilities and obligations specified in the audit business agreement. The board of directors agrees that the company will continue to hire Rongcheng Certified Public Accountants (special general partnership) as the company’s audit institution in 2022.
The independent directors approved the matter in advance and expressed their agreed independent opinions.
Voting results: 9 in favor, 0 against and 0 abstention. This proposal shall be submitted to the 2021 annual general meeting of shareholders for deliberation.
For details, see http://www.cn.info.com.cn.cn on the same day Announcement on re employment of audit institutions disclosed. （11） The proposal on the feasibility analysis report (Revised Draft) on the use of funds raised by the company by issuing convertible corporate bonds to unspecified objects was deliberated and adopted
The independent directors of the company have expressed their independent opinions on the above matters.
Voting results: 9 in favor, 0 against and 0 abstention.
For details, see http://www.cn.info.com.cn.cn on the same day Disclosed the feasibility analysis report on the use of funds raised by the company by issuing convertible corporate bonds to unspecified objects (Revised Draft). （12） The proposal on by election of members of the audit committee of the third board of directors was deliberated and adopted
Mr. Song Yadong, a member of the audit committee, resigned as a member of the audit committee and now elects Mr. Zhu Qianhao as a member of the audit committee of the third board of directors of the company.
Voting results: 9 in favor, 0 against and 0 abstention.
（13） The proposal on the company’s non recurring profit and loss statement from 2019 to 2021 was deliberated and adopted
Rongcheng Certified Public Accountants (special general partnership) issued the verification report of non recurring profits and losses (Rongcheng zhuanzi [2022] No. 210z0038).
The independent directors of the company have expressed their independent opinions on the above matters.
Voting results: 9 in favor, 0 against and 0 abstention.
For details, see http://www.cn.info.com.cn.cn on the same day Disclosed assurance report on non recurring profits and losses. （14） The proposal on convening the 2021 annual general meeting of shareholders was deliberated and adopted
Voting results: 9 in favor, 0 against and 0 abstention.
For details, see http://www.cn.info.com.cn.cn on the same day Notice on convening the 2021 annual general meeting of shareholders disclosed.
3、 Documents for future reference
1. Resolutions of the 8th meeting of the 3rd board of directors;
2. Prior approval opinions of independent directors on matters related to the eighth meeting of the third board of directors;
3. Independent opinions of independent directors on matters related to the eighth meeting of the third board of directors.
It is hereby announced.
Zhangjiagang Zhonghuan Hailu High-End Equipmentco.Ltd(301040) board of directors March 19, 2022
