Securities code: Changchun Engley Automobile Industry Co.Ltd(601279) securities abbreviation: Changchun Engley Automobile Industry Co.Ltd(601279) Announcement No.: 2022001 Changchun Engley Automobile Industry Co.Ltd(601279)
Announcement on the resolution of the fifth meeting of the Fourth Board of directors
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
1、 Meetings of the board of directors
Changchun Engley Automobile Industry Co.Ltd(601279) (hereinafter referred to as “the company”) the notice of the fifth meeting of the Fourth Board of directors was sent to all directors by email and telephone on March 18, 2022. The fifth meeting of the Fourth Board of directors was held by means of communication on March 28, 2022. There were 7 directors who should attend the meeting and 7 directors who actually attended the meeting. The meeting was presided over by Mr. Lin Qibin, chairman of the company. The meeting was held in accordance with the provisions of the company law of the people’s Republic of China, the articles of association and other relevant laws, regulations and normative documents.
2、 Deliberations of the board meeting
After careful discussion by the directors present, the following proposals were considered and adopted:
1. Deliberated and adopted the work report of the board of directors in 2021
Voting results: 7 in favor, 0 against and 0 abstention.
For details, please refer to the website of Shanghai Stock Exchange on the same day（ http://www.sse.com.cn./ ）Disclosed Changchun Engley Automobile Industry Co.Ltd(601279) 2021 annual work report of the board of directors.
The proposal must be submitted to the general meeting of shareholders of the company for deliberation.
2. Deliberated and adopted the 2021 general manager’s work report
Voting results: 7 in favor, 0 against and 0 abstention
3. Deliberated and adopted the report on the work of independent directors in 2021
Voting results: 7 in favor, 0 against and 0 abstention.
For details, please refer to the website of Shanghai Stock Exchange on the same day（ http://www.sse.com.cn./ ）Report on the work of independent directors in Changchun Engley Automobile Industry Co.Ltd(601279) 2021 disclosed.
The proposal must be submitted to the general meeting of shareholders of the company for deliberation.
4. Summary and adoption of 2021 Annual Review Report
Voting results: 7 in favor, 0 against and 0 abstention.
For details, please refer to the website of Shanghai Stock Exchange on the same day（ http://www.sse.com.cn./ ）Full text and summary of Changchun Engley Automobile Industry Co.Ltd(601279) 2021 annual report disclosed. The proposal must be submitted to the general meeting of shareholders of the company for deliberation.
5. Deliberated and adopted the 2021 annual internal control evaluation report
In accordance with the provisions of relevant laws and regulations, we agree to the Changchun Engley Automobile Industry Co.Ltd(601279) 2021 annual internal control evaluation report prepared by the company. Meanwhile, PricewaterhouseCoopers Zhongtian Certified Public Accountants (special general partnership) issued the Changchun Engley Automobile Industry Co.Ltd(601279) 2021 annual internal control audit report, reviewed relevant matters and issued internal control audit opinions.
Voting results: 7 in favor, 0 against and 0 abstention.
For details, please refer to the website of Shanghai Stock Exchange on the same day（ http://www.sse.com.cn./ ）Internal control evaluation report of Changchun Engley Automobile Industry Co.Ltd(601279) 2021 disclosed. The independent directors of the company have expressed independent opinions on this proposal. See the website of the company on the same day for details（ http://www.sse.com.cn./ ）Independent opinions of Changchun Engley Automobile Industry Co.Ltd(601279) independent directors on matters related to the fifth meeting of the Fourth Board of directors disclosed.
6. Reviewed and approved the profit distribution plan for 2021
It is agreed to distribute a cash dividend of 0.1 yuan (including tax) to all shareholders for every 10 shares based on the total share capital on the date of equity registration of profit distribution. In 2021, the net profit attributable to the shareholders of the parent company was 148610729 yuan, the statutory surplus reserve was 7412487 yuan, the distributable profit in this period was 141198242 yuan, plus the undistributed profit of 1209143793 yuan in previous years. As of December 31, 2021, the distributable profit of the company at the end of the period was 1350342035 yuan.
The company plans to distribute a cash dividend of 0.1 yuan (including tax) to all shareholders for every 10 shares. As of December 31, 2021, the total share capital of the company is 1494253157 shares. Based on this calculation, the total cash dividend to be distributed is 1494253157 yuan (including tax). Cash dividends accounted for 10.05% of the net profit attributable to shareholders of listed companies this year.
For details, please refer to the website of Shanghai Stock Exchange on the same day（ http://www.sse.com.cn./ ）The announcement of Changchun Engley Automobile Industry Co.Ltd(601279) on the profit distribution plan of 2021 (Announcement No.: 2022003) disclosed.
The independent directors of the company have expressed independent opinions on this proposal. See the website of the company on the same day for details（ http://www.sse.com.cn./ ）Independent opinions of Changchun Engley Automobile Industry Co.Ltd(601279) independent directors on matters related to the fifth meeting of the Fourth Board of directors disclosed.
Voting results: 7 in favor, 0 against and 0 abstention.
The proposal must be submitted to the general meeting of shareholders of the company for deliberation.
7. The proposal on the implementation of daily connected transactions in 2021 and the forecast of daily connected transactions in 2022 was deliberated and adopted
Agree to the proposal on the implementation of daily connected transactions in 2021 and the forecast of daily connected transactions in 2022. For details, please refer to the website of Shanghai Stock Exchange on the same day（ http://www.sse.com.cn./ ）The announcement of Changchun Engley Automobile Industry Co.Ltd(601279) on the implementation of daily connected transactions in 2021 and the prediction of daily connected transactions in 2022 (Announcement No.: 2022004) disclosed.
The independent directors of the company reviewed the proposal in advance, unanimously agreed to submit it to the board of directors for deliberation, and issued their prior approval opinions and agreed independent opinions. See the website of the company on the same day for details（ http://www.sse.com.cn./ ）Disclosed independent opinions of Changchun Engley Automobile Industry Co.Ltd(601279) independent directors on matters related to the fifth meeting of the Fourth Board of directors and prior approval opinions of Changchun Engley Automobile Industry Co.Ltd(601279) independent directors on matters related to the fifth meeting of the Fourth Board of directors.
The matter involved related party transactions, and related directors Lin Qibin, Lin Shangwei, Lin Shangqi and Cheng Zijian avoided voting.
Voting results of non affiliated directors: 3 in favor, 0 against and 0 abstention.
The proposal must be submitted to the general meeting of shareholders of the company for deliberation.
8. Deliberated and passed the proposal on renewing the appointment of accounting firms
We agree to renew the appointment of PricewaterhouseCoopers Zhongtian Certified Public Accountants (special general partnership) as the company’s financial audit and internal control audit institution in 2022 for one year, provide audit services for the company, and request the general meeting of shareholders to authorize the company’s operation and management to determine the remuneration of the audit institution and other specific matters. For details, see the website of the company on the same day in Shanghai Stock Exchange（ http://www.sse.com.cn./ ）The announcement of Changchun Engley Automobile Industry Co.Ltd(601279) on renewing the appointment of accounting firms (Announcement No.: 2022005) disclosed.
The independent directors gave their prior approval opinions and agreed independent opinions on the proposal. See the company’s website on the same day for details（ http://www.sse.com.cn./ ）Disclosed independent opinions of Changchun Engley Automobile Industry Co.Ltd(601279) independent directors on matters related to the fifth meeting of the Fourth Board of directors and prior approval opinions of Changchun Engley Automobile Industry Co.Ltd(601279) independent directors on matters related to the fifth meeting of the Fourth Board of directors.
Voting results: 7 in favor, 0 against and 0 abstention.
The proposal must be submitted to the general meeting of shareholders of the company for deliberation.
9. The proposal on applying for comprehensive credit line from banks in 2022 was deliberated and adopted
In order to ensure the healthy and stable operation of the company, and comprehensively consider the production and operation capital needs and business development needs of the company in 2022, the company and its holding subsidiaries plan to apply for a comprehensive credit line of no more than RMB 3.61 billion equivalent to each bank.
For details, please refer to the website of Shanghai Stock Exchange on the same day（ http://www.sse.com.cn./ ）The announcement of Changchun Engley Automobile Industry Co.Ltd(601279) on applying for comprehensive credit line from banks in 2022 (Announcement No.: 2022006) disclosed.
Voting results: 7 in favor, 0 against and 0 abstention.
The proposal must be submitted to the general meeting of shareholders of the company for deliberation.
10. Deliberated and passed the proposal on the prediction of the amount of guarantee to be provided to foreign countries in 2022
We agree to the proposal on the prediction of the amount of guarantee to be provided externally in 2022. For details, please refer to the website of Shanghai Stock Exchange on the same day（ http://www.sse.com.cn./ ）The announcement of Changchun Engley Automobile Industry Co.Ltd(601279) on the prediction of the amount of guarantee provided to foreign parties in 2022 (Announcement No.: 2022007) disclosed.
The independent directors expressed their independent opinions on the proposal. See the company’s website on the same day for details（ http://www.sse.com.cn./ ）Independent opinions of Changchun Engley Automobile Industry Co.Ltd(601279) independent directors on matters related to the fifth meeting of the Fourth Board of directors disclosed.
Voting results: 7 in favor, 0 against and 0 abstention.
The proposal must be submitted to the general meeting of shareholders of the company for deliberation.
11. Deliberated and adopted the financial final accounts report of 2021
Voting results: 7 in favor, 0 against and 0 abstention.
12. The proposal on using self owned funds for cash management was deliberated and adopted
In order to improve the income of idle self owned funds, without affecting the daily operation and risk control, the company, its wholly-owned subsidiaries and holding subsidiaries conduct cash management on the self owned funds with a maximum total amount of no more than RMB 500 million for the purchase of risk controllable financial products with a term of no more than 12 months, so as to improve the efficiency of capital use and increase the income of cash assets. Within the above limit, the funds can be used on a rolling basis.
For details, please refer to the website of Shanghai Stock Exchange on the same day（ http://www.sse.com.cn./ ）The announcement of Changchun Engley Automobile Industry Co.Ltd(601279) on cash management with self owned funds (Announcement No.: 2022008) disclosed.
The independent directors expressed their independent opinions on the proposal. See the company’s website on the same day for details（ http://www.sse.com.cn./ ）Independent opinions of Changchun Engley Automobile Industry Co.Ltd(601279) independent directors on matters related to the fifth meeting of the Fourth Board of directors disclosed.
Voting results: 7 in favor, 0 against and 0 abstention.
The proposal must be submitted to the general meeting of shareholders of the company for deliberation.
13. The proposal on the special report on the deposit and actual use of raised funds in 2021 was deliberated and adopted
For details, please refer to the website of Shanghai Stock Exchange on the same day（ http://www.sse.com.cn./ ）Special report of Changchun Engley Automobile Industry Co.Ltd(601279) on the deposit and actual use of raised funds in 2021 (Announcement No.: 2022009).
The independent directors expressed their independent opinions on the proposal. See the company’s website on the same day for details（ http://www.sse.com.cn./ ）Independent opinions of Changchun Engley Automobile Industry Co.Ltd(601279) independent directors on matters related to the fifth meeting of the Fourth Board of directors disclosed.
Voting results: 7 in favor, 0 against and 0 abstention.
14. The proposal on confirming the remuneration of the company’s directors in 2021 and formulating the remuneration plan in 2022 was deliberated and adopted
In 2021, the total remuneration received by all directors of the company was 3.9408 million yuan, of which the standard of allowance for independent directors was 100000 yuan / year (before tax). For the specific remuneration of each director, see Section IV of the company’s 2021 annual report.
In order to fully mobilize the enthusiasm of directors and establish a reward and restraint mechanism, the board of directors has formulated the remuneration scheme for directors in 2022: the allowance for independent directors is determined as RMB 100000 / year (before tax) according to the independent director service agreement. Internal directors are paid according to their rank and according to the salary standard determined in the employment contract signed between them and the company, and will not receive directors’ salary alone. According to the achievement of annual operation and management objectives, the remuneration and Nomination Committee of the board of directors shall propose the payment amount scheme of performance remuneration according to the annual assessment results, which shall be reviewed by the board of directors and approved by the general meeting of shareholders. External directors do not receive directors’ remuneration.
The independent directors expressed their independent opinions on the proposal. See the company’s website on the same day for details（ http://www.sse.com.cn./ ）Independent opinions of Changchun Engley Automobile Industry Co.Ltd(601279) independent directors on matters related to the fifth meeting of the Fourth Board of directors disclosed.
Voting results: 7 in favor, 0 against and 0 abstention.
The proposal must be submitted to the general meeting of shareholders of the company for deliberation.
15. The proposal on confirming the remuneration of the company’s senior managers in 2021 and formulating the remuneration plan in 2022 was reviewed and approved
In 2021, the total salary received by all senior managers of the company was 4.7979 million yuan. The specific salary of each senior manager is detailed in Section IV of the company’s 2021 annual report.
Remuneration scheme for senior managers: senior managers of the company shall, according to their specific management positions in the company, according to the employment contract signed with the company and relevant remuneration and performance
