Suzhou Thvow Technology Co.Ltd(002564)
Announcement of resolutions of the 41st meeting of the 4th 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
Suzhou Thvow Technology Co.Ltd(002564) (hereinafter referred to as “the company”) the 41st meeting of the Fourth Board of directors was held on the morning of March 23, 2022 in the conference room on the 4th floor, Block E, PUFA Plaza, 1715 Zhongshan North Road, Putuo District, Shanghai. The meeting was notified to all directors by telephone or email on March 17, 2022. The meeting was presided over by Mr. Si Wenpei, chairman of the board of directors. There were 8 directors and 8 actual directors. Some supervisors and senior managers attended the meeting as nonvoting delegates. The number of attendees, convening procedures and discussion contents of this meeting comply with the relevant provisions of the company law of the people’s Republic of China and Suzhou Thvow Technology Co.Ltd(002564) articles of association, and the meeting is legal and valid. Due to the impact of covid-19 epidemic, some directors attending the meeting worked at home according to the requirements of the epidemic prevention policy of their residence, and the meeting was held in the form of on-site and video communication meeting. The directors attending the meeting attended the meeting through on-site and video, carefully reviewed the proposals, actively participated in the discussion and expressed their opinions, so that the board of directors carried out normally and smoothly and formed various resolutions.
2、 Deliberations of the board meeting
After careful deliberation and full discussion by the directors attending the meeting, the following proposals were considered and adopted at the meeting:
1. The 2021 annual general manager’s work report was reviewed and approved by 8 votes in favor, 0 votes against and 0 abstentions. For details, please refer to the company’s publication on cninfo.com.cn on March 25, 2022 General manager’s work report in 2021.
2. The work report of the board of directors in 2021 was deliberated and adopted by 8 votes in favor, 0 votes against and 0 abstentions. For details, see the company’s publication on cninfo (www.cn. Info. Com. CN.) on March 25, 2022 Work report of the board of directors in 2021.
Shi Guifeng, sun Jianfei and Tao Hairong, the independent directors of the company, 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. For details, please refer to the company’s publication on cninfo.com.cn on March 25, 2022 Report on the work of independent directors in 2021.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
3. The proposal on the provision for impairment of assets in 2021 was deliberated and approved by 8 votes in favor, 0 against and 0 abstention. For details, see the company’s publication on cninfo (www.cn. Info. Com. CN.) on March 25, 2022 Announcement on the provision for asset impairment in 2021.
The independent directors expressed their independent opinions on the matter.
4. The proposal on the company’s 2021 annual financial statement report was deliberated and adopted by 8 votes in favor, 0 votes against and 0 abstentions. For details, see the company’s publication on cninfo.com.cn on March 25, 2022 The company’s 2021 annual financial statement report.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
5. The proposal on the company’s profit distribution plan for 2021 was deliberated and adopted by 8 votes in favor, 0 against and 0 abstention.
Audited by Zhonghua Certified Public Accountants (special general partnership), the company achieved an operating income of 6.807 billion yuan and a total profit of – 858 million yuan in 2021, including a net profit of – 693 million yuan attributable to shareholders of listed companies, a distributable profit of – 944 million yuan of the parent company, a total asset of 28.472 billion yuan and a net asset of 1.810 billion yuan attributable to shareholders of listed companies. In combination with the characteristics of the company’s industry, development stage and capital demand, the company’s profit distribution plan for 2021 is: the company will not distribute cash dividends, bonus shares or increase share capital with accumulation fund in 2021. For details, please refer to China Securities News, Shanghai Securities News, securities times and cninfo (www.cn. Info. Com. CN.) published by the company on March 25, 2022 Announcement on the company’s profit distribution plan for 2021.
The independent directors expressed their independent opinions on the matter.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
6. The proposal on the 2021 annual report and summary of the company was deliberated and adopted by 8 votes in favor, 0 against and 0 abstention.
The board of Directors believes that the 2021 annual report and abstract truly reflects the real situation of the company during the reporting period, there are no false records, misleading statements or major omissions, and the information disclosed is true, accurate and complete. The annual report of 2021 and the summary of the annual report of 2021 were published on cninfo.com on March 25, 2022（ http://www.cn.info.com.cn. ）Among them, the summary of 2021 annual report is published simultaneously in China Securities Journal, Shanghai Securities News and securities times on March 25, 2022 for investors to consult.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
7. The proposal on the company’s self-evaluation report on internal control in 2021 was deliberated and adopted by 8 votes in favor, 0 against and 0 abstention.
The board of directors of the company believes that according to the identification standard of major defects in the internal control of the company’s financial report and non-financial report, the company has no major defects in the internal control of financial report and non-financial report on the benchmark date of the internal control self-evaluation report, and the company has maintained effective internal control in all major aspects in accordance with the requirements of the enterprise internal control standard system and relevant regulations. There are no factors affecting the evaluation conclusion of the effectiveness of internal control from the benchmark date of the self-evaluation report of internal control to the date of issuance of the self-evaluation report of internal control. In 2021, the company maintained effective internal control in all major aspects. For details, please refer to cninfo.com.cn published by the company on March 25, 2022 Self evaluation report on internal control of the company in 2021.
The independent directors expressed their independent opinions on the matter.
8. The proposal on providing external guarantee amount in 2022 was considered and adopted by 8 votes in favor, 0 against and 0 abstention.
In order to ensure the normal business activities of the company and its subordinate enterprises, the board of directors of the company agrees that the company will provide a guarantee limit with an estimated total amount of RMB 2990 million in 2022, and the guarantee period is within 12 months from the date of deliberation and approval by the 2021 annual general meeting of shareholders. At the same time, the board of Directors recommended that the general meeting of shareholders authorize the management of the company to sign relevant guarantee agreements after approving the guarantee. For details, please refer to China Securities News, Shanghai Securities News, securities times and cninfo (www.cn. Info. Com. CN.) published by the company on March 25, 2022 Announcement on the amount of external guarantee in 2022.
The independent directors expressed their independent opinions on the matter.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
9. The proposal on providing counter guarantee and related party transactions to controlling shareholders in 2022 was considered and adopted by 5 votes in favor, 0 against and 0 abstention, and the related directors Si Wenpei, Chu xirang and Xia Sicheng avoided voting.
Whereas the controlling shareholder Shanghai Electric Group Company Limited(601727) (hereinafter referred to as ” Shanghai Electric Group Company Limited(601727) “) intends to provide the company with a total guarantee amount of RMB 5584.5 million. In order to ensure the fairness and equivalence of Shanghai Electric Group Company Limited(601727) to the company’s guarantee matters, the board of directors agrees that the company will provide counter guarantee to the controlling shareholder Shanghai Electric Group Company Limited(601727) , with a counter guarantee amount of RMB 5584.5 million. For details, please refer to China Securities News, Shanghai Securities News, securities times and cninfo (www.cn. Info. Com. CN.) published by the company on March 25, 2022 Announcement on provision of guarantees to controlling shareholders in 2022.
The independent directors have expressed their prior approval opinions and agreed independent opinions on the matter.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
10. The proposal on Authorizing the financing limit of the company and its holding subsidiaries in 2022 was deliberated and adopted by 8 votes in favor, 0 votes against and 0 abstentions
In order to meet the actual needs of the operation of the company and the holding company, meet the needs of the review of financing institutions and improve the financing efficiency, the board of directors agreed that the company should provide the company and its holding subsidiaries with a financing limit of no more than RMB 18.5 billion, and requested the general meeting of shareholders to agree to authorize the general manager of the company to go through relevant procedures with relevant banks and other financing institutions within the scope of the granted financing limit. At the same time, the board of directors recommends that the general meeting of shareholders approve the provision of financing line and authorize the management of the company to sign the agreement on the provision of financing line. For details, please refer to China Securities News, Shanghai Securities News, securities times and cninfo (www.cn. Info. Com. CN.) published by the company on March 25, 2022 Announcement on the financing limit of authorized companies and holding subsidiaries in 2022.
The independent directors expressed their independent opinions on the matter.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
11. The proposal on confirming the daily connected transactions in 2021 and the expected daily connected transactions in 2022 was considered and adopted by 5 votes in favor, 0 against and 0 abstention. The connected directors Si Wenpei, Chu xirang and Xia Sicheng avoided voting.
In 2022, the company and its subsidiaries are expected to purchase 500 million yuan of raw materials, commodities and labor services from the related party Shanghai Electric Group Company Limited(601727) and its subsidiaries, and the company and its subsidiaries sell 300 million yuan of products, commodities and labor services to the related party Shanghai Electric Group Company Limited(601727) and its subsidiaries. For details, please refer to China Securities News, Shanghai Securities News, securities times and cninfo (www.cn. Info. Com. CN.) published by the company on March 25, 2022 Announcement on confirmation of daily connected transactions in 2021 and expected daily connected transactions in 2022.
The independent directors have expressed their prior approval opinions and agreed independent opinions on the matter.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
12. The proposal on the remuneration plan for directors, supervisors and senior managers in 2022 was deliberated and adopted by 8 votes in favor, 0 against and 0 abstention. For details, see the company’s publication in China Securities News, Shanghai Securities News, securities times and cninfo (www.cn. Info. Com. CN.) on March 25, 2022 Announcement on the remuneration scheme of directors, supervisors and senior managers in 2022.
The independent directors expressed their independent opinions on the matter.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
13. With 8 affirmative votes, 0 negative votes and 0 abstention votes, the proposal on the proposed reappointment of audit accounting firm in 2022 was deliberated and adopted. The board of directors agreed to reappoint Zhonghua accounting firm (special general partnership) as the company’s audit institution in 2022 for a period of one year, and submitted to the general meeting of shareholders to authorize the company’s management to determine its remuneration according to the actual business conditions and market conditions, It shall take effect from the date of deliberation and approval by the general meeting of shareholders of the company. For details, please refer to China Securities News, Shanghai Securities News, securities times and cninfo (www.cn. Info. Com. CN.) published by the company on March 25, 2022 Announcement on the proposed reappointment of audit accounting firm in 2022.
The independent directors have expressed their prior approval opinions and agreed independent opinions on the matter.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
14. The proposal on convening the 2021 annual general meeting of shareholders was deliberated and adopted by 8 votes in favor, 0 against and 0 abstention. It was decided to hold the 2021 annual general meeting of shareholders of the company in conference room 1, Linjiang Road, Changshan village, Jingang town, Zhangjiagang City, Jiangsu Province by means of on-site voting and online voting on April 25, 2021, For details, please refer to China Securities News, Shanghai Securities News, securities times and cninfo (www.cn. Info. Com. CN.) published by the company on March 25, 2022 Notice on convening the 2021 annual general meeting of shareholders.
3、 Documents for future reference
1. Suzhou Thvow Technology Co.Ltd(002564) the resolution of the 41st meeting of the 4th board of directors;
2. Prior approval opinions of independent directors on matters related to the 41st meeting of the Fourth Board of directors; 3. Independent opinions of independent directors on matters related to the 41st meeting of the Fourth Board of directors;
4. Report on the work of independent directors.
It is hereby announced.
Suzhou Thvow Technology Co.Ltd(002564) board of directors
