Securities code: Wuhu Conch Profiles And Science Co.Ltd(000619) securities abbreviation: Wuhu Conch Profiles And Science Co.Ltd(000619) Announcement No.: 202213 Wuhu Conch Profiles And Science Co.Ltd(000619)
Announcement of resolutions of the 10th meeting of the 9th board of supervisors
The company and all members of the board of supervisors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
1、 Meetings of the board of supervisors
1. Time and method of notice of the board of supervisors
Wuhu Conch Profiles And Science Co.Ltd(000619) (hereinafter referred to as "the company") the notice of the 10th meeting of the 9th board of supervisors was sent in writing (direct or email) on March 14, 2022.
2. Time, place and method of the meeting of the board of supervisors
The 10th meeting of the 9th board of supervisors of the company was held in conference room 1110 of Wuhu conch International Hotel on the morning of March 25, 2022.
3. Three supervisors should attend the meeting of the board of supervisors, and three actually attended.
4. The meeting was presided over by Mr. Wu Xiaoming, chairman of the board of supervisors of the company, and some senior managers and annual audit accountants of the company attended the meeting as nonvoting delegates.
5. The meeting of the board of supervisors was held in accordance with relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
2、 Deliberation at the meeting of the board of supervisors
1. The meeting deliberated and approved the work report of the board of supervisors in 2021 and agreed to submit the proposal to the 2021 general meeting of shareholders for deliberation;
During the reporting period, the board of supervisors earnestly performed its duties in strict accordance with the company law, the articles of association and other systems, actively participated in the general meeting of shareholders, attended the board of directors as nonvoting delegates, and supervised the legal operation of the company's decision-making procedures and the establishment and implementation of internal control system in 2021. The board of supervisors of the company believes that:
In 2021, the board of directors of the company operated in strict accordance with the company law, the securities law, the articles of association and other laws and regulations, strictly implemented the resolutions and authorizations of the general meeting of shareholders, and the decision-making procedures were scientific and legal. The directors and senior executives of the company are law-abiding, honest and diligent, and all businesses have developed steadily. The directors and senior executives of the company have scrupulously performed their duties and have not committed any act in violation of laws and regulations, the articles of association or damaging the interests of the company and shareholders.
In 2021, the board of supervisors carefully inspected the company's financial situation and continuously monitored the company's monthly financial situation. It believed that the company's financial situation was good, its financial management was standardized and its internal system was sound. The company's 2021 financial statements truly, accurately and completely reflect the company's financial situation and operating results. The standard unqualified audit report issued by Dahua Certified Public Accountants (special general partnership) is objective and fair.
In 2021, the board of directors and the management of the company operated in a standardized manner, strictly abided by the relevant provisions of the governance standards for listed companies, the Listing Rules of Shenzhen Stock Exchange and the articles of association of the company, and achieved "five separation" with the controlling shareholders of the company in terms of assets, business, institutions, personnel and finance. There was no illegal occupation of the company's funds by major shareholders.
In 2021, the daily related party transactions of the company are required by the company's normal business, which are carried out in accordance with normal business conditions and the principle of fairness, and the deliberation and voting procedures are legal and effective; Related party relationships and related transactions are normal for shareholders, which have been reviewed by Dahua Certified Public Accountants (special general partnership), and there is no content damaging the interests of the company and shareholders.
In 2021, the acquisition and sale of assets of the company were required for the normal development of the company, and the approval and information disclosure procedures were strictly performed. The transaction prices were based on the evaluation values of evaluation institutions with securities and futures related business qualifications, in line with the principles of fair, open and fair market business, and there was no damage to the interests of the company and shareholders' rights and interests.
In 2021, the company implemented the insider registration system in strict accordance with the requirements of China Securities Regulatory Commission and Shenzhen Stock Exchange on the management of insider information and the provisions of the company's measures for the management of insider information and external information users, standardized the information transmission process, and the directors The supervisors, senior managers and other relevant insiders strictly complied with the measures for the administration of insiders and users of external information, and did not find that insiders used insider information to buy and sell the company's shares or that the company's directors, supervisors and senior managers bought and sold the company's shares in violation of regulations.
There were no affirmative votes and no abstentions.
2. The meeting deliberated and approved the 2021 annual report and summary of the company, and agreed to submit the proposal to the 2021 annual general meeting of shareholders for deliberation;
According to the requirements of the regulatory authorities and the articles of association, we have comprehensively reviewed the contents and review procedures of the company's 2021 annual report. We believe that:
(1) The content and format of the company's 2021 annual report comply with the provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange, and the information contained objectively and truly reflects the company's financial situation and operating results in 2021;
(2) The review procedures of the company's 2021 annual report are standardized and legal, and comply with the provisions of laws and regulations, the articles of association and the company's internal management system;
(3) The personnel involved in the preparation and deliberation of the annual report shall strictly abide by the confidentiality provisions and have no acts detrimental to the interests of the company and investors;
(4) The board of supervisors and supervisors of the company guarantee that the contents of the annual report are true, accurate and complete without false records, misleading statements or major omissions, and bear individual and joint legal liabilities. There were no affirmative votes and no abstentions.
3. The meeting deliberated and approved the company's 2021 annual financial statement report, and agreed to submit the proposal to the 2021 annual general meeting of shareholders for deliberation;
Audited by Dahua Certified Public Accountants (special general partnership), in 2021, the company realized an operating income of 48535853 million yuan and a net profit attributable to shareholders of the listed company of -1434592 million yuan. By the end of 2021, the total assets of the company were 5502241500 yuan, and the net assets attributable to shareholders of listed companies were 2 Zhong Fu Tong Group Co.Ltd(300560) 0 yuan. See section x financial report of the company's 2021 annual report for details.
There were no affirmative votes and no abstentions.
4. The meeting deliberated and approved the 2022 annual financial budget report of the company, and agreed to submit the proposal to the 2021 annual general meeting of shareholders for deliberation;
There were no affirmative votes and no abstentions.
5. The meeting deliberated and approved the company's profit distribution plan for 2021 and agreed to submit the proposal to the 2021 annual general meeting of shareholders for deliberation;
According to the standard unqualified audit report issued by Dahua Certified Public Accountants (special general partnership), the parent company of the listed company realized a net profit of -1109504 million yuan in 2021. According to the relevant provisions of the company law and the articles of association, the statutory surplus reserve of 10000 yuan was withdrawn, plus the undistributed profit at the beginning of the period of 10847653 million yuan, deducting the cash dividend of 18 million yuan in 2020 implemented in 2021, The actual profit available for distribution to shareholders at the end of the year was 9558149 million yuan.
In combination with the company's operating performance in 2021 and the current capital situation, taking into account the current overall operating environment, in order to ensure the capital needs of the company's project construction, transformation and development and production and operation in 2022 and ensure the long-term interests of shareholders, the board of supervisors agreed to the company's profit distribution plan for 2021 proposed by the board of directors, that is, no cash dividends, no bonus shares and no capital reserve converted into share capital.
There were no affirmative votes and no abstentions.
6. The meeting deliberated and approved the proposal on renewing the appointment of audit institutions in 2022, and agreed to submit the proposal to the 2021 annual general meeting of shareholders for deliberation;
The board of supervisors agreed that the company would continue to employ Dahua Certified Public Accountants (special general partnership) as the
The company's 2022 audit institution provides the company with 2022 financial report audit and internal control audit, with a total audit fee of 770000 yuan.
There were no affirmative votes and no abstentions.
7. The meeting deliberated and approved the proposal on providing credit guarantee for subsidiaries, and agreed to submit the proposal to the 2021 annual general meeting of shareholders for deliberation;
In order to ensure the production and operation needs of the relevant subsidiaries of the company, the board of supervisors agreed to provide credit guarantee for the subsidiaries listed in the table below, with the total amount of guarantee not exceeding 280 million yuan. The details are as follows:
Up to now, the proportion of the new guarantee amount of the guaranteed party in the proportion of whether the guarantor and the guaranteed party hold the most affiliated shares of the listed company guaranteed by the previous guarantee to the balance of assets and liabilities in the recent period (10000 yuan) (10000 yuan)
Wuhu conch type Shandong conch type
48.81% Technology Co., Ltd
Wuhu conch type Wuhu conch type
Material Technology Co., Ltd. Material Trading Co., Ltd. 100% 91.89% 0200008.69% no limited liability company
The above credit is mainly used for the subsidiary's working capital, bank loans, issuance of bank acceptance bills, discount of bank acceptance bills, letters of credit, letter of guarantee and other financing businesses, and the guarantee period is two years.
There were no affirmative votes and no abstentions.
8. The meeting deliberated and approved the proposal on the estimated amount of daily connected transactions in 2022, and agreed to submit the proposal to the 2021 annual general meeting of shareholders for deliberation;
The board of supervisors agreed that the company had a relationship with Anhui Conch Group in 2022 due to the needs of daily production and operation
Limited liability company and its related parties, Anhui Conch Cement Company Limited(600585) and its subsidiaries, Anhui International Trade Group Holding Co., Ltd. and its subsidiaries, Anhui Conch new energy Co., Ltd. and its subsidiaries, Anhui Conch Building Materials Design and Research Institute Co., Ltd., Beijing Kangcheng Borui Business Management Co., Ltd. and its related parties have transactions, and the transaction amount does not exceed 269.35 million yuan. The above transactions belong to related party transactions and are priced according to market principles. The amount of the above connected transactions exceeds the absolute value of the company's latest audited net assets by 5%, which is within the approval authority of the general meeting of shareholders, so the proposal needs to be submitted to the general meeting of shareholders for approval.
The board of supervisors considered that when the board of directors considered the proposal, the related directors had avoided voting, the deliberation and voting procedures were in line with relevant laws and regulations, and the voting results were legal and effective. They agreed to submit the proposal to the general meeting of shareholders for deliberation.
There were no affirmative votes and no abstentions.
9. The meeting deliberated and adopted the proposal on renewing the trademark use license contract;
The board of supervisors agreed that the company and conch group should renew the trademark use license contract for a period of three years, which is valid from January 1, 2022 to December 31, 2024. The charging standard remains unchanged. According to the company's annual net sales of licensed products, the trademark use fee of 10 yuan / ton should be paid to conch group to obtain the trademark use right of "conch" and "conch", which should be paid within three months after the end of each year.
There were no affirmative votes and no abstentions.
10. The meeting deliberated and approved the proposal on the company's controlling shareholder's intention to further improve the commitment to avoid horizontal competition, and agreed to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation;
Recently, the company received the letter on further clarifying and improving the commitment of horizontal competition from the controlling shareholder Anhui Conch Group Co., Ltd. (hereinafter referred to as "conch group"). In view of the simplicity of the original commitment terms and binding measures, conch group plans to further improve its commitment to avoid horizontal competition in order to further protect the interests of minority shareholders of the company. For details, see the announcement on the company's controlling shareholder's intention to further improve the commitment to avoid horizontal competition disclosed by the company in the securities times and cninfo on the same day.
The board of supervisors held that the further improvement of the commitment of the controlling shareholders to avoid horizontal competition complies with the relevant provisions of the company law, the guidelines for the supervision of listed companies No. 4 - commitments of listed companies and their related parties. When the board of directors deliberated the proposal, the related directors have avoided voting, the deliberation and voting procedures comply with relevant laws and regulations, and the voting results are legal and effective, which is in line with the actual situation of the company, It is conducive to safeguarding the interests of the company and minority shareholders. It is agreed to submit the proposal to the general meeting of shareholders of the company for deliberation.
There were no affirmative votes and no abstentions.
11. The meeting deliberated and adopted the proposal on using the company's own idle funds for entrusted financial management;
On the premise of ensuring the normal operation turnover, project investment and other capital needs, the board of supervisors agreed that the company could use its own funds with a total amount of no more than 300 million yuan and invest in bank financial products with low risk. Within the total amount, the funds could be used on a rolling basis. The use period of the above investment quota shall be valid within 12 months from the date of deliberation and approval by the board of directors of the company, and the investment period of a single bank financial product shall not exceed 12 months.
At the same time, in order to control the risk, the funds within the above limit can only be used to buy low-risk bank financial products, not for securities investment, and not to buy bank financial products with stocks and their derivatives as the investment object.
There were no affirmative votes and no abstentions.
12. The meeting deliberated and approved the proposal on the remuneration of supervisors in 2022 and agreed to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation;
In order to encourage the members of the board of supervisors to perform their duties diligently, the board of supervisors agrees that the supervisors who do not hold other positions in the company will not be paid; Supervisors who hold other positions in the company shall be remunerated according to the salary standard of other positions.
There were no affirmative votes and no abstentions.
13. The meeting deliberated and adopted the 2021 annual internal control self-evaluation report of the company.
In accordance with the Listing Rules of Shenzhen Stock Exchange and the articles of association of the company, the board of supervisors reviewed the self-evaluation report on internal control of the company in 2021
