Stock Code: Jiangsu Azure Corporation(002245) stock abbreviation: Jiangsu Azure Corporation(002245) No.: 2022011 Jiangsu Azure Corporation(002245)
Announcement of resolutions of the 25th meeting of the 5th 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.
Jiangsu Azure Corporation(002245) (hereinafter referred to as "the company") the notice of the 25th meeting of the 5th board of directors 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. This meeting adopts the method of on-site meeting combined with communication voting. There are 8 directors who should participate in the voting and 8 directors who actually vote, including independent directors Mr. He Wei and Mr. Ding Wei. The meeting was presided over by Mr. Chen Kai, chairman, and supervisors and senior managers attended the meeting as nonvoting delegates. 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 general manager's work report was reviewed and adopted with 8 affirmative votes, 0 negative votes and 0 abstention;
2、 The 2021 annual work report of the board of directors was deliberated and adopted with 8 affirmative votes, 0 negative votes and 0 abstention;
The independent directors have submitted the independent directors' report to the board of directors and will report on their work at the 2021 annual general meeting of shareholders. The full text of the report has been published on http://www.cn.info.com.cn Come on. The work report of the board of directors is detailed in the relevant parts of the 2021 annual report.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
3、 The financial final accounts report for 2021 was reviewed and adopted with 8 affirmative votes, 0 negative votes and 0 abstention; Agree with the financial statement of 2021 submitted by the management, which reflects the overall operation of the company in 2021 as follows:
During the reporting period, the company achieved a total operating income of 66804921 million yuan, an increase of 57.80% over the same period of last year; The operating profit was 8294301 million yuan, a year-on-year increase of 133.24%; The net profit was 7097101 million yuan, a year-on-year increase of 152.57%; The net profit attributable to the shareholders of the listed company was 67012100 yuan, an increase over the same period last year
This proposal shall be submitted to the general meeting of shareholders for deliberation.
4、 The 2022 financial budget report was reviewed and adopted with 8 affirmative votes, 0 negative votes and 0 abstention; According to the actual operation of the company in 2021 and the company's plans and measures for the future, the company's goal in 2022 is to continue to maintain healthy and rapid growth. The specific business plan is divided into the following three objectives: (1) lithium battery business: in 2022, ensure the full production of Zhangjiagang phase II project and the production of Huai'an Plant Phase I project in the fourth quarter, and the output of lithium batteries will reach 700 million; The sales volume of lithium batteries increased by more than 70%. (2) LED chip business: continued research and development, continued to adjust the product structure and customer structure, increased the proportion of backlight display products to more than 50%, maintained the highest technical level in China in some product fields, and realized the deduction of non net profit of 50 million yuan.
(3) Metal logistics and distribution business: maintain the stability of metal processing and distribution business volume and profit.
The business plan and main objectives do not represent the profit forecast of the listed company for 2022. Whether it can be realized depends on the changes of market conditions, the efforts of the management team and other factors. There is great uncertainty. Investors should pay special attention to it
This proposal shall be submitted to the general meeting of shareholders for deliberation.
5、 The annual report and summary for 2021 was reviewed and adopted by 8 votes in favor, 0 against and 0 abstention; See http://www.cn.info.com.cn for the full text and abstract of the company's 2021 annual report, The summary of the 2021 annual report was also published in the securities times on March 22, 2022.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
6、 The proposal on the profit distribution plan for 2021 was deliberated and adopted by 8 votes in favor, 0 against 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.
7、 The 2021 internal control self-evaluation report was reviewed and adopted by 8 votes in favor, 0 against and 0 abstention;
See http://www.cn.info.com.cn for details Self evaluation report on internal control in 2021.
The independent directors of the company have expressed their independent opinions that: after verification, the company has established a relatively perfect internal control system and can be effectively implemented. The self-evaluation report of the company's internal control in 2021 truly and objectively reflects the construction and operation of the company's internal control system.
8、 The summary report of the Audit Committee on the audit work of accounting firms in 2021 was reviewed and adopted by 8 votes in favor, 0 against and 0 abstention;
See http://www.cn.info.com.cn for details The summary report on the audit work of accounting firms in 2021.
9、 The proposal on the renewal of the company's audit institution in 2022 was deliberated and adopted by 8 votes in favor, 0 against and 0 abstention;
We agree to renew the appointment of Tianjian Certified Public Accountants (special general partnership) as the company's audit institution in 2022, and the audit fee in 2022 is 900000 yuan.
The independent directors of the company approved the company's re employment of the audit institution in 2022 in advance and expressed independent opinions.
For details, please refer to securities times and cninfo (www.cn. Info. Com. CN.) on March 22, 2022 Announcement No. 202013 on the proposed renewal of accounting firm.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
10、 The proposal on the remuneration of the company's senior managers was deliberated and adopted;
It is agreed to pay 540000 yuan of performance compensation and reward to senior executives in accordance with the audited performance of the company in 2021 and the proposal of the compensation committee. It is agreed that the board of directors of the company shall employ the basic salary of senior executives in 2022: 80000 yuan / month for the general manager and 60000 yuan / month for the deputy general manager of the company, and authorize the salary and assessment committee of the board of directors to formulate the performance reward scheme for senior executives in 2022.
Chen Kai and Lin Wenhua, the directors, were affiliated directors and avoided voting on the proposal. The remaining 6 directors participated in the voting, and the voting results were: 6 in favor, 0 against and 0 abstention.
The independent directors of the company have expressed independent opinions on the remuneration of senior managers.
11、 The proposal on comprehensive credit business in 2022 was deliberated and adopted by 8 votes in favor, 0 against and 0 abstention;
Agree to apply to all commercial banks for comprehensive credit lines with a total amount of no more than 300 million yuan (including but not limited to bank loans such as short-term loans, bank acceptance bills, letters of credit, discount of commercial acceptance bills, export factoring, letter of guarantee and other trade financing businesses). The company plans to use land, real estate, certificates of deposit and other assets that meet the requirements of the bank as the guarantee, mortgage or pledge of the above-mentioned bank comprehensive credit business, And authorize the management to carry out comprehensive credit business with commercial banks in a planned way within the above limit according to the actual production and operation needs. This resolution is valid from the date of deliberation and approval of the general meeting of shareholders to the date of convening the annual general meeting of shareholders of the next year. This proposal shall be submitted to the general meeting of shareholders for deliberation.
12、 The proposal on external guarantee was deliberated and adopted by 8 votes in favor, 0 against and 0 abstention;
Agree to the company's following external guarantees, and authorize the operation management to handle relevant matters. The details are as follows:
In order to ensure the production and operation development needs of its subsidiaries in 2022, the company plans to carry out the following external guarantees and authorize the operation management to handle relevant matters. The details are as follows:
1. Provide guarantee for the bank financing business of the subsidiary Huai'an Aoyang Shunchang Photoelectric Technology Co., Ltd. (including the subsidiary within the scope of consolidated statements), with the guarantee amount not exceeding 600 million yuan. The actual guarantee amount, type and term shall be subject to the contract.
2. Provide guarantee for the bank financing business of the subsidiary Jiangsu Tianpeng power supply Co., Ltd. (including the subsidiary within the scope of consolidated statements), with the guarantee amount not exceeding RMB 2 billion. The actual guarantee amount, type and term shall be subject to the contract.
3. Provide guarantee for the bank financing business of the subsidiary Jiangsu Aoyang Shunchang Technology Materials Co., Ltd. (including the subsidiary within the scope of consolidated statements), with the guarantee amount not exceeding RMB 1 billion. The actual guarantee amount, type and term shall be subject to the contract.
4. Provide guarantee for the bank financing business of the subsidiary Zhangjiagang aokesen Trading Co., Ltd., with the guarantee amount not exceeding RMB 50 million. The actual guarantee amount, type and term shall be subject to the contract.
5. Provide guarantee for the bank financing business of the subsidiary Yangzhou Aoyang Shunchang metal materials Co., Ltd., with the guarantee amount not exceeding RMB 100 million. The actual guarantee amount, type and term shall be subject to the contract.
The above guarantee period starts from the date of adoption of the general meeting of shareholders to the date of convening the annual general meeting of shareholders of the next year.
Independent directors of the company have expressed independent opinions.
For details, please refer to securities times and cninfo (www.cn. Info. Com. CN.) on March 22, 2022 Announcement on external guarantees (No. 2022015) issued by the Ministry of finance of the people's Republic of China.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
13、 The proposal on developing bill pool business in 2022 was deliberated and adopted by 8 votes in favor, 0 against and 0 abstention;
It is agreed that the company and its subsidiaries within the scope of merger shall carry out bill pool business with banks, with a limit of no more than 1 billion yuan. The period is from the date of adoption of the general meeting of shareholders to the date of convening the annual general meeting of shareholders of the next year. The company and its corresponding participating subsidiaries can adopt maximum pledge, general pledge, certificate of deposit pledge, bill pledge, guarantee deposit pledge and other reasonable ways to guarantee the establishment and use of bill pool as needed. Agree to authorize the management to sign relevant agreements and handle specific business.
For details, please refer to securities times and cninfo (www.cn. Info. Com. CN.) on March 22, 2022 Announcement on carrying out bill pool business in 2022 (No. 2022017).
This proposal shall be submitted to the general meeting of shareholders for deliberation.
14、 The proposal on using self owned funds to purchase financial products was deliberated and adopted by 8 votes in favor, 0 against and 0 abstention;
It is agreed that the company can 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 shall not exceed RMB 1 million, and the amount can be recycled. The management of the company is authorized to handle relevant matters, and the authorization period is from the date of deliberation and approval of the general meeting of shareholders to the date of convening the annual general meeting of shareholders of the next year.
The independent directors of the company have expressed independent opinions on the purchase of financial products with their 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.
15、 The proposal on related party transactions in 2021 and the forecast of related party transactions in 2022 was reviewed and approved;
Agree that the total amount of daily related party transactions between the company (including its holding subsidiaries) and Mls Co.Ltd(002745) (including its subsidiaries) is expected to be 100 million yuan in 2022; The total amount of daily connected transactions with Suzhou keyis intelligent drive Co., Ltd. is expected to be 40 million yuan in 2022.
Chen Kai, a director, is an associate director and avoided voting on the proposal. The remaining 7 directors participated in the voting, and the voting results were: 7 in favor, 0 against and 0 abstention.
The independent directors of the company have recognized and expressed independent opinions on the related party transactions in advance.
For details, please refer to securities times and cninfo (www.cn. Info. Com. CN.) on March 22, 2022 No. 2022018 proposal on related party transactions in 2021 and the forecast of related party transactions in 2022.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
ten
