Stock abbreviation: Unisplendour Corporation Limited(000938) Stock Code: Unisplendour Corporation Limited(000938) Announcement No.: 2022014
Unisplendour Corporation Limited(000938)
Announcement of resolutions of the 6th meeting of the 8th 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.
Unisplendour Corporation Limited(000938) (hereinafter referred to as "the company"), the sixth meeting of the eighth board of supervisors was notified in writing on March 14, 2022 and held in the conference room on the fourth floor of Ziguang building on March 25, 2022. The meeting was presided over by Ms. Guo Jingrong, chairman of the board of supervisors. There should be three supervisors in the meeting, which is in line with the provisions of Unisplendour Corporation Limited(000938) articles of association.
After deliberation and voting item by item, the meeting made the following resolutions: I. The report of the board of supervisors in 2021 was adopted
See the report of the board of supervisors in 2021 disclosed on the same day for details.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal needs to be deliberated and approved by the company's 2021 annual general meeting of shareholders.
2、 Through the full text and summary of the company's annual report 2021
After review, the board of supervisors believes that the procedures for the board of directors to prepare and review the full text and summary of the company's 2021 annual report comply with laws, administrative regulations and relevant provisions of the CSRC. The contents of the report truly, accurately and completely reflect the actual situation of the company, and there are no false records, misleading statements or major omissions.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal needs to be deliberated and approved by the company's 2021 annual general meeting of shareholders.
3、 Approved the company's profit distribution plan for 2021
According to the 2021 Unisplendour Corporation Limited(000938) financial report audited by zhongxinghua Certified Public Accountants (special general partnership), the company's consolidated net profit attributable to the owners of the parent company in this year is 214764627803 yuan, the statutory surplus reserve is 819774083 yuan, and the consolidated undistributed profit at the beginning of the year is 720544219429 yuan, After deducting 28 Ningbo Marine Company Limited(600798) 740 yuan of common stock dividends paid in 2020 and 163137686 yuan of general risk reserves, the consolidated undistributed profit is 905725136723 yuan.
The profit distribution plan for 2021 is: Based on the 28 Ningbo Marine Company Limited(600798) 74 shares of the company's total share capital at the end of 2021, a cash dividend of 1.00 yuan (including tax) will be distributed to all shareholders for every 10 shares, with a total cash distribution of 28 Ningbo Marine Company Limited(600798) 740 yuan. The company's consolidated undistributed profit remains 877124337983 yuan. In 2021, no bonus shares will be given and no accumulation fund will be converted into share capital.
If the total share capital of the company changes before the implementation of the profit distribution plan in 2021, the distribution amount per share will be adjusted accordingly according to the principle of "the total amount of cash dividends remains unchanged".
The above profit distribution plan complies with the profit distribution policy stipulated in the articles of association and the disclosed shareholder return plan of the company. There is no significant difference between the cash dividend level of the company and the average level of Listed Companies in the industry. Voting results: 3 in favor, 0 against and 0 abstention.
This proposal needs to be deliberated and approved by the company's 2021 annual general meeting of shareholders.
4、 Passed the 2021 annual internal control evaluation report of the company
The company has gradually established and improved the internal control system in accordance with the requirements of relevant laws, regulations and normative documents of the Ministry of finance, China Securities Regulatory Commission and Shenzhen Stock Exchange and the principle of internal control. The company's corporate governance structure and internal control system are sound, which ensure the full and effective implementation and supervision of key control activities such as holding subsidiaries, related party transactions, external guarantees, major investments and information disclosure; The formed internal control decision-making mechanism, execution mechanism and supervision mechanism can ensure the realization of the company's operation and management objectives, effectively control the operation risk, and ensure the reliability of the financial report. After reviewing the company's internal control evaluation report, the board of supervisors believes that the content of the company's internal control evaluation report meets the requirements of relevant laws, regulations and normative documents, and truly, objectively and completely reflects the actual situation of the company's internal control. The board of supervisors has no objection to the internal control evaluation report submitted by the board of directors.
Voting results: 3 in favor, 0 against and 0 abstention.
5、 The proposal on retroactive adjustment of financial data in business combinations under the same control was passed
In 2021, the company incorporated Ziguang cloud Technology Co., Ltd. and Ziguang Financial Information Service Co., Ltd. into the scope of consolidated statements, forming a business merger under the same control. According to the accounting standards for business enterprises and other relevant provisions, the company is allowed to retroactively adjust the relevant financial statement data of the previous period for business combinations under the same control.
The board of supervisors believes that the data of the relevant financial statements in the early stage of the retroactive adjustment of the company's business combination under the same control is fully based and in line with the relevant provisions of the accounting standards for business enterprises. The retroactively adjusted financial statements objectively and truly reflect the company's financial situation and operating results, and there is no damage to the rights and interests of the company and all shareholders. Voting results: 3 in favor, 0 against and 0 abstention.
Meanwhile, the board of supervisors issued the following independent opinions:
1. Legal operation of the company
In accordance with the company law, the articles of association and other relevant provisions, the members of the board of supervisors of the company attended all the general meetings of shareholders and meetings of the board of directors held in 2021, and supervised and inspected the convening procedures and resolutions of the general meeting of shareholders and the board of directors, the implementation of the resolutions of the general meeting of shareholders by the board of directors and the performance of the duties of the directors and senior managers of the company. The board of supervisors believes that in 2021, the board of directors of the company can operate in strict accordance with the provisions of relevant laws and regulations, the articles of association and the normative documents on the governance of listed companies, all decision-making procedures during the reporting period are legal, and a relatively perfect internal control system has been established. No director or senior manager of the company is found to have violated laws, regulations, the articles of association or harmed the interests of the company when performing their duties.
2. Check the company's financial situation
The board of supervisors carefully inspected the financial situation of the company in 2021 and reviewed the quarterly, semi annual and annual financial reports submitted by the board of directors during the reporting period. The board of supervisors believes that the company has sound financial system, effective internal control system and standardized financial operation. The standard unqualified audit report issued by zhongxinghua Certified Public Accountants (special general partnership) on the company's financial situation in 2021 truly and objectively reflects the company's financial situation and operating results.
3. Acquisition and sale of assets by the company
The board of supervisors checked the acquisition and sale of assets by the company in 2021. The board of supervisors believed that: the company determined the price based on the principle of fairness and impartiality when acquiring and selling assets, and the transaction price was reasonable; No damage to the interests of shareholders and listed companies was found.
4. Related party transactions of the company
The board of supervisors checked the related party transactions of the company in 2021. The board of supervisors believed that the approval procedures of the related party transactions of the company in 2021 were in line with the relevant provisions of laws, regulations and the articles of association, the transaction price was fair and reasonable, reflecting the principle of fairness and impartiality, and no damage was found to the interests of listed companies and minority shareholders.
5. Implementation of the company's information disclosure management system
The board of supervisors checked the implementation of the company's information disclosure management system in 2021. The board of supervisors believed that the company fulfilled its information disclosure obligations in accordance with laws, regulations, normative documents and the company's information disclosure management system, and the company's information disclosure was true, accurate, timely and complete.
6. Implementation of the company's registration and management system for insiders
The board of supervisors supervised and verified the implementation of the company's registration and management system for insiders in 2021. The board of supervisors believed that the company carried out insider information management and insider registration management in strict accordance with the provisions of the registration and management system for insiders, effectively prevented insider trading and other illegal acts, and protected the legitimate rights and interests of investors.
Unisplendour Corporation Limited(000938)
Board of supervisors
March 26, 2022
