Stock abbreviation: Wanxiang Qianchao Co.Ltd(000559) Stock Code: Wanxiang Qianchao Co.Ltd(000559) No.: 2022 － 007
Wanxiang Qianchao Co.Ltd(000559)
Announcement of resolutions of the 9th meeting of the 9th 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.
Wanxiang Qianchao Co.Ltd(000559) the notice of the ninth meeting of the ninth board of directors was sent out by mail and in writing on March 18, 2022, and the meeting was held in the company’s conference room on March 29, 2022 by means of on-site and communication voting. There are 9 directors who should attend the meeting and 9 directors who actually participate in the meeting. The meeting was presided over by Chairman Guan Dayuan, and the company’s 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 directors attending the meeting carefully considered and passed the following proposals:
1、 The work report of the board of directors in 2021 was adopted with 9 affirmative votes, 0 negative votes and 0 abstention.
2、 The 2021 annual report and summary was adopted with 9 affirmative votes, 0 negative votes and 0 abstention.
3、 The financial statement of 2021 was adopted with 9 affirmative votes, 0 negative votes and 0 abstention.
4、 The profit distribution plan for 2021 was adopted with 9 affirmative votes, 0 negative votes and 0 abstention votes:
According to the articles of association and in order to avoid over distribution, based on the principle of the lower of the distributable profits in the consolidated statements and the parent company’s statements, after the parent company’s net profit of 40855124456 yuan in 2021 and the surplus reserve of 4085512446 yuan, the distributable profit in 2021 is 36769612010 yuan, plus the undistributed profit of 25776542051 yuan in previous years, the cumulative distributable profit in this year is 62546154061 yuan. In order to repay shareholders, the company plans to distribute cash of 1.8 yuan (including tax) to all shareholders for every 10 shares based on the existing total share capital of 3303791344 shares.
Independent directors expressed independent opinions on this.
5、 The proposal on the implementation report of related party transactions in 2021 and the prediction of daily related party transactions in 2022 was adopted by 4 votes in favor, 0 against and 0 abstention (related directors Guan Dayuan, Ni pin, Xu Xiaojian, Shen Zhijun and Wei Junyong avoided).
The company’s daily related party transactions in 2022 are expected to be detailed in the announcement on the implementation of related party transactions in Wanxiang Qianchao Co.Ltd(000559) 2021 and the forecast of daily related party transactions in 2022 disclosed by the company in the securities times and cninfo.com on the same day.
6、 The proposal on signing the financial services framework agreement with Wanxiang Finance Co., Ltd. was adopted with 4 affirmative votes, 0 negative votes and 0 abstention votes (the related directors Guan Dayuan, Ni pin, Xu Xiaojian, Shen Zhijun and Wei Junyong avoided).
For details, please refer to the related party transaction announcement on signing the financial service framework agreement with Wanxiang Finance Co., Ltd. disclosed by the company in the securities times and cninfo online on the same day.
7、 The proposal on the risk assessment report of Wanxiang Finance Co., Ltd. was adopted by 4 votes in favor, 0 against and 0 abstention (the related directors Guan Dayuan, Ni pin, Xu Xiaojian, Shen Zhijun and Wei Junyong avoided).
In order to ensure the safety of the company’s funds in Wanxiang Finance Co., Ltd. (hereinafter referred to as “Wanxiang finance”), the company hired Tianjian Certified Public Accountants (special general partnership) to evaluate the business qualification, business and risk status of Wanxiang finance. Tianjian Certified Public Accountants (special general partnership) issued the risk assessment report and believed that the risk assessment statement prepared by the management of Wanxiang finance company truthfully reflected the business qualification, business and risk status of Wanxiang finance company as of December 31, 2021.
8、 The 2021 internal control self-evaluation report was adopted with 9 affirmative votes, 0 negative votes and 0 abstention.
For details, please refer to the Wanxiang Qianchao Co.Ltd(000559) 2021 annual internal control self evaluation report disclosed by the company in the securities times and cninfo on the same day.
Independent directors expressed independent opinions on this.
9、 The 2021 social responsibility report was adopted with 9 affirmative votes, 0 negative votes and 0 abstention.
For details, see the Wanxiang Qianchao Co.Ltd(000559) 2021 annual social responsibility report disclosed by the company in the securities times and cninfo on the same day.
10、 The proposal on the renewal of the company’s financial and internal control audit institutions was adopted with 9 affirmative votes, 0 negative votes and 0 abstention.
The board of directors agreed to renew the appointment of Tianjian Certified Public Accountants (special general partnership) as the company’s financial and internal control audit institution in 2022 for one year; Agree to pay Tianjian Certified Public Accountants (special general partnership) financial and internal control audit fees of RMB 1.6 million and RMB 270000 respectively in 2021.
For details, please refer to the announcement of Wanxiang Qianchao Co.Ltd(000559) on the proposed renewal of the accounting firm disclosed by the company in the securities times and cninfo on the same day.
11、 The proposal on applying for credit line from banks was adopted with 9 affirmative votes, 0 negative votes and 0 abstention.
For details, please refer to the announcement of Wanxiang Qianchao Co.Ltd(000559) on applying for credit line from the bank disclosed by the company in the securities times and cninfo on the same day.
12、 The proposal on providing guarantee for bank comprehensive credit of some subsidiaries was adopted with 9 affirmative votes, 0 negative votes and 0 abstention votes.
For details, please refer to the Wanxiang Qianchao Co.Ltd(000559) guarantee announcement disclosed by the company in the securities times and cninfo on the same day.
13、 The proposal on providing guarantee for some subsidiaries to apply for comprehensive credit from Wanxiang Finance Co., Ltd. was adopted with 4 affirmative votes, 0 negative votes and 0 abstention votes (related directors Guan Dayuan, Ni pin, Xu Xiaojian, Shen Zhijun and Wei Junyong avoided).
For details, please refer to the announcement of Wanxiang Qianchao Co.Ltd(000559) on related party transactions providing guarantee for some subsidiaries to apply for comprehensive credit from Wanxiang Finance Co., Ltd. disclosed by the company in the securities times and cninfo.com on the same day.
14、 The proposal on providing entrusted loans to the joint venture company was adopted by 8 votes in favor, 0 against and 0 abstention (Ni pin, a related director, avoided).
For details, please refer to the announcement of Wanxiang Qianchao Co.Ltd(000559) on related party transactions providing entrusted loans to the joint venture company disclosed by the company in the securities times and cninfo online on the same day. 15、 The 2022 business work plan was adopted with 9 affirmative votes, 0 negative votes and 0 abstention.
16、 The financial budget report for 2022 was adopted with 9 affirmative votes, 0 negative votes and 0 abstention.
17、 The proposal on changing the company’s name and amending the articles of association was adopted with 9 affirmative votes, 0 negative votes and 0 abstention.
For details, see the announcement on changing the company name and amending the articles of Association disclosed by the company in the securities times and cninfo on the same day.
18、 The proposal on organization adjustment of the company was adopted with 0 affirmative votes and 9 abstention votes.
For details, see the announcement on the adjustment of the company’s organizational structure disclosed by the company in the securities times and cninfo on the same day.
19、 The proposal on signing the framework agreement on fund lending with Wanxiang Group was adopted with 4 affirmative votes, 0 negative votes and 0 abstention votes (the related directors Guan Dayuan, Ni pin, Xu Xiaojian, Shen Zhijun and Wei Junyong avoided).
For details, please refer to the announcement on related party transactions with Wanxiang Group on signing the framework agreement on fund lending, which was disclosed by the company in the securities times and cninfo on the same day.
20、 The proposal on transferring the equity of Tianjin Songzheng was adopted by 9 votes in favor, 0 against and 0 abstention.
For details, see the announcement on the transfer of equity of Tianjin Songzheng, a joint-stock company, disclosed by the company in the securities times and cninfo on the same day.
21、 The proposal on the conversion of undistributed profits and capital reserve into capital of Wanxiang Finance Co., Ltd., a joint-stock company, was adopted by 4 votes in favor, 0 against and 0 abstention (the related directors Guan Dayuan, Ni pin, Xu Xiaojian, Shen Zhijun and Wei Junyong avoided).
For details, see the announcement on the undistributed profits and capital reserve converted into capital of Wanxiang Finance Co., Ltd., a joint-stock company, disclosed by the company in the securities times and cninfo.com on the same day.
22、 The report on the work of independent directors in 2021 was adopted by 9 votes in favor, 0 against and 0 abstention.
For details, see the 2021 annual report of independent directors disclosed by the company in the securities times and cninfo on the same day.
23、 The proposal on the election of chairman of the board of directors was adopted with 9 affirmative votes, 0 negative votes and 0 abstention.
For details, see the announcement on the election of chairman of the board disclosed by the company in the securities times and cninfo on the same day.
24、 The proposal on the election of director candidates was adopted with 9 affirmative votes, 0 negative votes and 0 abstention.
For details, see the announcement on the selection of director candidates disclosed by the company in the securities times and cninfo on the same day.
Independent directors expressed independent opinions on this.
25、 The proposal on the appointment of financial director was adopted with 9 affirmative votes, 0 negative votes and 0 abstention.
For details, please refer to the announcement on the appointment of financial principal disclosed by the company in the securities times and cninfo on the same day.
Independent directors expressed independent opinions on this.
26、 The proposal on convening the 2021 annual general meeting of shareholders was adopted with 9 affirmative votes, 0 negative votes and 0 abstention votes.
The above proposals 1, 2, 3, 4, 5, 6, 10, 11, 12, 13, 17, 19 and 24 shall still be submitted to the general meeting of shareholders of the company for deliberation and approval.
It is hereby announced.
Wanxiang Qianchao Co.Ltd(000559)
Board of directors
March 30, 2002
