Securities code: Zhangjiagang Guangda Special Material Co.Ltd(688186) securities abbreviation: Zhangjiagang Guangda Special Material Co.Ltd(688186) Announcement No.: 2022013 Zhangjiagang Guangda Special Material Co.Ltd(688186)
Announcement of resolutions of the 12th 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 legal liabilities for the authenticity, accuracy and integrity of its contents according to law.
1、 Meetings of the board of supervisors
Zhangjiagang Guangda Special Material Co.Ltd(688186) (hereinafter referred to as “the company”) the notice of the 12th meeting of the second board of supervisors was sent by e-mail on March 12, 2022 and held by on-site voting on March 18, 2022. Three supervisors should attend the meeting and three actually attended the meeting. The convening and convening of this meeting comply with the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of association, and the resolutions formed by voting are legal and effective.
2、 Deliberation at the meeting of the board of supervisors
After careful deliberation by the supervisors attending the meeting, the following resolutions were adopted by open ballot at the meeting: (I) the proposal on the full text and summary of the company’s 2021 annual report was considered and adopted
After review, the board of supervisors believes that the preparation and review procedures of the company’s 2021 annual report comply with the provisions of relevant laws and regulations, the articles of association and other internal rules and regulations; The content and format of the company’s 2021 annual report comply with relevant regulations and fairly reflect the company’s financial status and operating results in 2021; During the preparation of the annual report, it is not found that the personnel of the company participating in the preparation and deliberation of the annual report have violated the confidentiality provisions; All members of the board of supervisors guarantee that the information disclosed in the 2021 annual report of the company is true, accurate and complete without any false records, misleading statements or major omissions, and bear legal liabilities for the authenticity, accuracy and integrity of its contents in accordance with the law.
Results: 0 votes in favor and 3 abstentions.
For details, see the company’s disclosure on the website of Shanghai Stock Exchange on March 21, 2022
（www.sse.com.cn.） Annual report for 2021 and summary of annual report for 2021.
(II) the proposal on the work report of the board of supervisors in 2021 was deliberated and adopted
During the reporting period, the board of supervisors earnestly performed its duties in accordance with the company law, the articles of association, the rules of procedure of the board of supervisors and other relevant provisions. The board of supervisors of the company held 9 meetings in 2021. The members of the board of supervisors attended the board of directors and general meeting of shareholders held by the company in 2021 as nonvoting delegates, supervised and reviewed the formation and voting procedures of major decisions and resolutions of the company, and inspected the operation of the company according to law, especially the company’s business activities, financial status, general meeting procedures and directors The senior management has implemented effective supervision on the performance of their duties, which has better protected the shareholders’ rights and interests of the company, the interests of the company and the legitimate rights and interests of employees, and promoted the standardized operation of the company.
Voting results: 3 in favor, 0 against and 0 abstention.
(III) the proposal on the company’s 2021 annual financial statement report was deliberated and adopted
During the reporting period, the company’s operating revenue increased significantly, mainly due to the large amount of wind power casting revenue during the reporting period, the consolidation of the holding subsidiary Deyang Guangdong automobile, and the rapid growth of relevant revenue indicators.
Voting results: 3 in favor, 0 against and 0 abstention.
(IV) the proposal on the company’s profit distribution plan for 2021 was deliberated and adopted
Audited by Tianjian Certified Public Accountants (special general partnership), the net profit attributable to the shareholders of the listed company in 2021 was 17609951505 yuan. As of December 31, 2021, the distributable profit of the parent company at the end of the period was RMB 31835666362. The profit distribution plan is as follows:
The listed company plans to distribute a cash dividend of 2.50 yuan (including tax) for every 10 shares to all shareholders. As of December 31, 2021, the total share capital of the company is 21424000 shares. Based on this calculation, the total cash dividend to be distributed is 535 Shanghai Pudong Development Bank Co.Ltd(600000) 0 yuan (including tax). The proportion of cash dividends of the company this year was 30.41%.
If the total share capital of the company changes before the equity registration date of equity distribution, it is proposed to keep the total distribution unchanged and adjust the dividend proportion per share accordingly.
Voting results: 3 in favor, 0 against and 0 abstention.
For details, see the company’s disclosure on the website of Shanghai Stock Exchange on March 21, 2022
(www.sse.com.cn.) Announcement of annual profit distribution plan for 2021 (Announcement No.: 2022014). (V) the proposal on the company and its subsidiaries applying for comprehensive credit line and providing guarantee from banks, leasing companies and other financial institutions in 2022 was deliberated and adopted
The company and its subsidiaries intend to apply to the bank for a comprehensive credit line (including the effective and unexpired line) with a total amount of no more than 6.8 billion yuan (or equivalent foreign currency). The company provides guarantee for all subsidiaries’ credit business with a total amount of no more than 2.2 billion yuan, including joint and several liability guarantee, mortgage and pledge.
Voting results: 3 in favor, 0 against and 0 abstention.
(VI) the proposal on the company’s internal control evaluation report in 2021 was deliberated and adopted
In 2021, the company had no major defects in internal control over financial reports and non-financial reports.
Voting results: 3 in favor, 0 against and 0 abstention.
For details, see the company’s disclosure on the website of Shanghai Stock Exchange on March 21, 2022
（www.sse.com.cn.） Internal control evaluation report in 2021.
(VII) the proposal on the remuneration of the company’s supervisors in 2022 was deliberated and adopted
The supervisors of the company shall receive post salary according to their specific management positions in the company, and shall not receive supervisor salary alone. The company’s remuneration plan for supervisors in 2022 is formulated in combination with the current implementation level of the company and with reference to the remuneration level of Listed Companies in the same industry, which is conducive to give full play to the work enthusiasm and subjective initiative of supervisors, meets the needs of the company’s long-term development, and does not damage the interests of the company and minority shareholders.
Voting results: 3 in favor, 0 against and 0 abstention.
(VIII) the proposal on the company’s reappointment of the audit institution in 2022 was deliberated and adopted
Tianjian Certified Public Accountants (special general partnership) is an accounting firm complying with the provisions of the securities law. It has the experience and ability to provide audit services for listed companies and can meet the work needs of the company’s financial report audit and internal control audit in 2022.
The review procedures for the renewal of the accounting firm comply with the provisions of relevant laws, regulations and the articles of association, and there is no situation that damages the rights and interests of the company and other shareholders, especially small and medium-sized shareholders.
Voting results: 3 in favor, 0 against and 0 abstention.
For details, see the company’s disclosure on the website of Shanghai Stock Exchange on March 21, 2022
（www.sse.com.cn.） Announcement on reappointment of audit institutions in 2022 (Announcement No.: 2022015).
(IX) the proposal on the special report on the deposit and use of the company’s raised funds in 2021 was reviewed and approved
In 2021, the company did not change the investment projects of the raised funds, and there were no major problems in the use and disclosure of the raised funds.
Voting results: 3 in favor, 0 against and 0 abstention.
For details, see the company’s disclosure on the website of Shanghai Stock Exchange on March 21, 2022
（www.sse.com.cn.） Special report on the deposit and use of raised funds in 2021 (Announcement No.: 2022016).
(x) the proposal on the occupation of non operating funds and other related capital transactions of the company in 2021 was deliberated and adopted
In 2021, there was no occupation of non operating funds and other related capital transactions by major shareholders and their subsidiaries, related natural persons, other related parties and their subsidiaries.
Voting results: 3 in favor, 0 against and 0 abstention.
For details, see the company’s disclosure on the website of Shanghai Stock Exchange on March 21, 2022
（www.sse.com.cn.） Special audit instructions on occupation of non recurring funds and related capital transactions.
It is hereby announced.
Zhangjiagang Guangda Special Material Co.Ltd(688186) board of supervisors March 21, 2022
