Jiangsu Azure Corporation(002245)
Announcement of resolutions of the 21st Meeting of the 5th board of supervisors
The company and all members of the board of supervisors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Jiangsu Azure Corporation(002245) (hereinafter referred to as “the company”) the notice of the 21st Meeting of the 5th board of supervisors was delivered to the participants by hand or e-mail on March 8, 2022. The meeting was held in the company’s conference room on March 19, 2022. This meeting is a regular meeting. The meeting adopts the method of on-site meeting. There are 3 supervisors who should attend and 3 supervisors who actually attend. The meeting is presided over by Mr. Zhu Zhihao. The convening and convening of the meeting shall comply with the relevant provisions of the company law and the articles of association. The meeting formed the following resolutions:
1、 The 2021 annual work report of the board of supervisors was reviewed and adopted by 3 votes in favor, 0 against and 0 abstention;
See the appendix of this announcement for the work report of the board of supervisors in 2021.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
2、 The financial final accounts report for 2021 was reviewed and adopted with 3 affirmative votes, 0 negative votes and 0 abstention; This proposal shall be submitted to the general meeting of shareholders for deliberation.
3、 The 2022 financial budget report was reviewed and adopted with 3 affirmative votes, 0 negative votes and 0 abstention; This proposal shall be submitted to the general meeting of shareholders for deliberation.
4、 The annual report and summary for 2021 was reviewed and adopted with 3 affirmative votes, 0 negative votes and 0 abstention; After examination, the board of supervisors believes that the procedures for the preparation and examination of the annual report of Jiangsu Azure Corporation(002245) 2021 by the board of directors comply with laws, administrative regulations and the provisions of the CSRC. The contents of the report truly, accurately and completely reflect the actual situation of the listed company, and there are no false records, misleading statements or major omissions.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
5、 The “on profit distribution in 2021” was deliberated and adopted with 3 affirmative votes, 0 negative votes and 0 abstention
Audited by Tianjian certified public accountants, the net profit of the owner of the parent company in 2021 was 53086264856 yuan; According to the company law and the articles of association, the statutory surplus reserve of 5308626486 yuan is withdrawn according to 10% of the net profit of 2021. The distributable profit in 2021 is 47777638370 yuan. Combined with the retained undistributed profit of 66098360215 yuan in previous years, the total distributable profit in this year is 113875998585 yuan.
The company plans to distribute a cash dividend of RMB 0.70 (including tax) for every 10 shares to all shareholders based on the total share capital on the equity registration date of the announcement of profit distribution in 2021, with a total distribution of RMB 7250750682, and the remaining undistributed profits will be carried forward to the next year. No bonus shares will be given this year, and no provident fund will be converted into share capital.
The profit distribution plan of the company this year complies with the provisions of relevant laws and regulations, the profit distribution policy requirements of the articles of association and the return plan of the company’s shareholders. The independent directors of the company have expressed independent opinions on the profit distribution plan for 2021.
The profit distribution plan for 2021 shall be submitted to the general meeting of shareholders for deliberation.
6、 The 2021 internal control self-evaluation report was reviewed and adopted with 3 affirmative votes, 0 negative votes and 0 abstention;
The board of supervisors carefully reviewed the self-evaluation report of the company’s internal control in 2021 and held that the company has established a relatively perfect internal control system and can be effectively implemented in daily operation and enterprise management. Various internal and external risks have been effectively controlled, and the company has no major adverse events in internal control during the reporting period. The company’s existing internal control system meets the requirements of relevant laws, regulations and rules. It objectively reflects the construction and actual operation of the company’s internal control system.
7、 The proposal on the renewal of the company’s audit institution in 2022 was deliberated and adopted by 3 votes in favor, 0 against and 0 abstention;
Tianjian certified public accountants Co., Ltd. is agreed to be reappointed as the company’s audit institution in 2022, and the audit fee in 2022 is 900000 yuan.
For details, please refer to securities times and cninfo (www.cn. Info. Com. CN.) on March 22, 2022 Announcement on the proposed renewal of accounting firm (No. 2022013). This proposal shall be submitted to the general meeting of shareholders for deliberation.
8、 With 3 in favor, 0 against and 0 abstention, the “on purchasing with self owned funds” was deliberated and adopted
After deliberation, the board of supervisors held that the company should reasonably use its own funds to purchase bank financial products according to the actual capital situation, so as to improve the capital income. The amount should not exceed RMB 1 million. The amount can be recycled, which is helpful to improve the efficiency of capital use and obtain more income for the company. There is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders. The company’s approval procedures comply with the relevant provisions of laws and regulations and the articles of association. The board of supervisors agreed to the company’s purchase of financial products with its own funds.
For details, please refer to securities times and cninfo (www.cn. Info. Com. CN.) on March 22, 2022 Announcement on using self owned funds to purchase financial products (No. 2022016).
This proposal shall be submitted to the general meeting of shareholders for deliberation.
9、 The proposal on related party transactions in 2021 and the forecast of related party transactions in 2022 was deliberated and adopted by 3 votes in favor, 0 against and 0 abstention;
The board of supervisors believes that the decision-making procedures of daily connected transactions between the company and specific objects are legal and compliant, and the transaction pricing reflects the principle of fairness and fairness, and there is no situation that damages the interests of the company and minority shareholders.
For details, please refer to securities times and cninfo (www.cn. Info. Com. CN.) on March 22, 2022 Announcement on related party transactions in 2021 and forecast of related party transactions in 2022 (No. 2022018 on the).
This proposal shall be submitted to the general meeting of shareholders for deliberation.
10、 The proposal on provision for credit impairment and asset impairment in 2021 was deliberated and adopted by 3 votes in favor, 0 against and 0 abstention;
The board of supervisors of the company believes that the changes mentioned in the provision for credit and asset impairment are based on the actual situation and the principle of prudence, in line with the relevant provisions of the accounting standards for business enterprises and the actual situation of the company’s assets, and can more fairly reflect the company’s financial situation, asset value and operating results.
The board of supervisors agreed to this matter.
For details, please refer to securities times and cninfo (www.cn. Info. Com. CN.) on March 22, 2022 Announcement on provision for credit impairment and asset impairment in 2021 (No. 2022020).
11、 The announcement on write off of bad debts was deliberated and adopted by 3 votes in favor, 0 against and 0 abstention; The board of supervisors of the company believes that in accordance with the accounting standards for business enterprises, the notice on further improving the quality of financial information disclosure of listed companies and other relevant provisions, the board of supervisors has carefully verified the write off of bad debts of the company this time. After review, the members of the board of supervisors agreed that the write off of bad debts met the accounting standards for business enterprises and relevant regulations, helped to provide investors with more authentic, reliable and accurate accounting information, and did not involve the company’s related parties. The resolution procedure of the board of directors on the write off of bad debts was legal and based on sufficient basis, and agreed with the company’s write off of bad debts.
For details, please refer to securities times and cninfo (www.cn. Info. Com. CN.) on March 22, 2022 Announcement on write off of bad debts (No. 2022021).
12、 The proposal on changing accounting policies and accounting estimates was deliberated and adopted with 3 in favor, 0 against and 0 abstention;
The board of supervisors believes that the changes in accounting policies and accounting estimates are in line with the actual situation of the company and relevant provisions such as the accounting standards for business enterprises, and its decision-making procedures are in line with relevant laws and regulations and the articles of association. The changed accounting policies can more accurately reflect the company’s financial situation and operating results, and there is no damage to the interests of the company and shareholders. The board of supervisors agreed to the accounting policy changes and accounting estimates.
For details, please refer to securities times and cninfo (www.cn. Info. Com. CN.) on March 22, 2022 Announcement on write off of bad debts (No. 2022022).
13、 The special statement on the completion of performance commitments of Jiangsu Tianpeng power supply Co., Ltd. was deliberated and adopted by 3 votes in favor, 0 against and 0 abstention.
For details, please refer to securities times and cninfo (www.cn. Info. Com. CN.) on March 22, 2022 No. 2022019 special note on the completion of performance commitments of Jiangsu Tianpeng power supply Co., Ltd.
It is hereby announced.
Jiangsu Azure Corporation(002245) board of supervisors March 22, 2002
enclosure:
Work report of the board of supervisors in 2021
During the reporting period, the board of supervisors of the company earnestly performed all rights and obligations conferred by laws and regulations in accordance with the company law, securities law, rules of procedure of the board of supervisors and the articles of association. Seven meetings of the board of supervisors were held this year. Members of the board of supervisors attended or attended all previous meetings of the board of directors and shareholders, effectively supervised the company’s production and operation, major events, financial status and the performance of directors and senior managers, better protected the shareholders’ rights, the interests of the company and the legitimate rights and interests of employees, and promoted the standardized operation of the company. The performance of the board of supervisors during the reporting period is reported as follows:
1、 Meetings of the board of supervisors
1. The 13th meeting of the 5th board of supervisors was held on February 7, 2021, which deliberated and adopted the work report of the board of supervisors in 2020, the final financial statement report in 2020, the financial budget report in 2021, the annual report and summary in 2020, the proposal on the profit distribution plan in 2020, the self-evaluation report on internal control in 2020, and the proposal on the renewal of the company’s audit institution in 2021 Proposal on using self owned funds to purchase financial products, proposal on prediction of daily connected transactions in 2021, proposal on write off of bad debts, proposal on provision for credit impairment and asset impairment in 2020, and shareholder return plan for the next three years (20212023).
2. The 14th meeting of the 5th board of supervisors was held on March 4, 2021, which deliberated and adopted the proposal on investment in Tianpeng lithium energy industrialization project, the report on the use of the previously raised funds, the proposal on the company’s compliance with the conditions for non-public development of a shares, the proposal on the company’s non-public issuance of A-Shares in 2021, the plan for non-public development of A-Shares in 2021 Feasibility analysis report on the use of funds raised from non-public development banks’ A-share shares, instructions on risk tips and filling measures for the diluted immediate return of non-public development banks’ shares, commitments of relevant parties on filling measures for the diluted immediate return of the company’s non-public offering of shares, proposal on the signing of conditional and effective share subscription agreement between the company and specific objects Proposal on the company’s non-public development of A-share shares involving related party transactions.
3. The 15th meeting of the 5th board of supervisors was held on April 28, 2021, which considered and adopted the text and full text of the first quarter report of 2021 and the proposal on changes in accounting policies.
4. The 16th meeting of the 5th board of supervisors was held on May 6, 2021, and the proposal on matters related to the change and adjustment of the company’s phase I employee stock ownership plan and its management measures was considered and adopted.
5. The 17th meeting of the 5th board of supervisors was held on August 24, 2021, which deliberated and approved the company’s 2021 semi annual report and abstract, the proposal on Jiangsu Azure Corporation(002245) phase II employee stock ownership plan (Draft) and its abstract, the proposal on Jiangsu Azure Corporation(002245) phase II employee stock ownership plan management measures, and the proposal on adjusting the company’s 2021 non-public development and issuance of A-Shares 2021 non-public Development Bank A-share plan (Revised Draft), feasibility analysis report on the use of funds raised by non-public Development Bank A-share (Revised Draft), proposal on the signing of conditional share subscription agreement between the company and specific objects, and proposal on related party transactions involved in the non-public issuance of A-share by the company.
6. On September 1, 2021, the 18th meeting of the 5th board of supervisors was held, and the proposal on the company terminating the non-public development of A-Shares and withdrawing the application documents was considered and adopted.
7. The 19th meeting of the 5th board of supervisors was held on October 8, 2021, which deliberated and adopted the report on the use of the previously raised funds, the proposal on the company’s compliance with the conditions for non-public development of a shares, the proposal on the company’s plan for non-public development of A-Shares in 2021, the plan for non-public development of A-Shares in 2021, and the feasibility analysis report on the use of funds raised by non-public development of A-Shares Risk tips and measures for diluting the immediate return of non-public offering of shares
