Securities code: Shandong Zhangqiu Blower Co.Ltd(002598) securities abbreviation: Shandong Zhangqiu Blower Co.Ltd(002598) Announcement No.: 2022017
Shandong Zhangqiu Blower Co.Ltd(002598)
Announcement of resolutions of the 13th meeting of the 4th board of supervisors
The company and all members of its board of supervisors guarantee that the contents of the announcement are true, accurate and complete, and are liable for false records, misleading statements or major omissions in the announcement.
Shandong Zhangqiu Blower Co.Ltd(002598) (hereinafter referred to as “the company”) the 13th meeting of the 4th board of supervisors was held at 11:30 a.m. on March 29, 2022 in the conference room on the second floor of the company’s office building in the form of on-site meeting. The notice of this meeting was delivered to all supervisors by communication on March 19, 2022. There are 3 supervisors who should attend the meeting and 3 actual supervisors. The meeting was presided over by Mr. Liu Xinquan, chairman of the board of supervisors. The convening and convening of the meeting met the relevant provisions of the company law of the people’s Republic of China and the articles of association. The proposal was adopted by a show of hands of all the supervisors present at the meeting:
1、 The proposal on the work report of the board of supervisors in 2021 was reviewed and approved, and it was agreed to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
See http://www.cn.info.com.cn for details of the work report of the board of supervisors in 2021.
Voting results: 3 in favor, 0 against, 0 abstaining and 0 avoiding.
2、 Deliberated and passed the proposal on the company’s 2021 annual financial statement report, and agreed to submit the proposal to the company’s 2021 annual general meeting for deliberation.
Voting results: 3 in favor, 0 against, 0 abstaining and 0 avoiding.
3、 Deliberated and passed the proposal on the self-evaluation report on internal control of the company in 2021.
After review, the board of supervisors of the company believes that the company has not violated the basic norms of enterprise internal control and its supporting guidelines and the company’s internal control system in 2021. The self-evaluation report of the company’s internal control in 2021 comprehensively, objectively and truly reflects the actual situation of the establishment, improvement and operation of the company’s internal control system.
The specific contents of the proposal are detailed in the company’s 2021 annual internal control self-evaluation report (Announcement No. 2022009) published on the website of Shenzhen Stock Exchange on March 31, 2022.
Voting results: 3 in favor, 0 against, 0 abstaining and 0 avoiding.
4、 The proposal on the renewal of the company’s accounting firm in 2022 was deliberated and passed, and it was agreed to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
Upon examination, the board of supervisors believes that YONGTUO Certified Public Accountants (special general partnership) is qualified to engage in Securities and futures related businesses and has many years of experience and ability to provide audit services for listed companies. During its tenure as the audit institution in 2021, YONGTUO Certified Public Accountants (special general partnership) scrupulously abides by its duties and follows independent, objective and impartial professional standards, We have successfully completed all the work of the company’s 2021 financial report audit. In order to maintain the continuity of the audit work, we plan to continue to hire YONGTUO Certified Public Accountants (special general partnership) as the company’s 2022 audit institution to be responsible for the company’s 2022 annual audit work and internal control assurance. Agree to the renewal resolution made by the board of directors of the company.
The specific contents of the proposal are detailed in the announcement on the renewal of the company’s accounting firm in 2022 (Announcement No. 2022010) published on the website of Shenzhen Stock Exchange on March 31, 2022.
Voting results: 3 in favor, 0 against, 0 abstaining and 0 avoiding.
5、 The proposal on the prediction of the company’s daily connected transactions in 2022 was deliberated and passed, and it was agreed to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
After review, the board of supervisors believes that the daily connected transactions expected to occur in 2022 are carried out on the basis of fairness and reasonableness and consensus reached by both parties. The determination of the transaction price conforms to the principles of openness, fairness and impartiality, the transaction method conforms to the market rules and the transaction price is fair, which does not harm the interests of the company and its non connected shareholders, especially the minority shareholders. The board of supervisors has no objection to the above related party transactions of the company.
The specific contents of the proposal are detailed in the announcement on the prediction of the company’s daily connected transactions in 2022 (Announcement No. 2022011) published on the website of Shenzhen Stock Exchange on March 31, 2022.
Voting results: 3 in favor, 0 against, 0 abstaining and 0 avoiding.
6、 The proposal on the 2021 annual profit distribution plan of the company was deliberated and passed, and it was agreed to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
After review, the board of supervisors considered that the profit distribution plan for 2021 proposed by the board of directors was in line with the provisions of the company law and the articles of association and the actual situation of the company, and agreed to the profit distribution plan.
Voting results: 3 in favor, 0 against, 0 abstaining and 0 avoiding.
7、 The proposal on the company’s 2021 annual report and its summary was deliberated and passed, and it was agreed to submit the proposal to the company’s 2021 annual general meeting for deliberation.
After review, the board of supervisors believes that the procedures of the company’s 2021 annual report and summary prepared and reviewed by the board of directors comply with laws, administrative regulations and the 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.
For details of the company’s 2021 annual report and its summary, please refer to http://www.cn.info.com.cn The summary of 2021 annual report was also published in China Securities Journal and securities times on March 31, 2022.
Voting results: 3 in favor, 0 against, 0 abstaining and 0 avoiding.
8、 The proposal on the dividend return plan for shareholders in the next three years (20222024) was deliberated and passed, and it was agreed to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
After review, the board of supervisors believes that in order to improve the company’s profit distribution policy, establish a sound, scientific, sustainable and stable dividend decision-making and supervision mechanism, increase the transparency and operability of profit distribution decision-making, actively repay shareholders and fully protect the legitimate rights and interests of shareholders, In accordance with the company law of the people’s Republic of China, the notice of the China Securities Regulatory Commission on matters related to the further implementation of cash dividends of listed companies, the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies and the articles of association, and in combination with the actual situation of the company, the board of directors of the company has formulated the return plan for shareholders’ dividends in the next three years (20222024).
The specific contents of the proposal are detailed in the company’s dividend return plan for shareholders in the next three years (20222024) (Announcement No. 2022014) published on the website of Shenzhen Stock Exchange on March 31, 2022.
Voting results: 3 in favor, 0 against, 0 abstaining and 0 avoiding.
9、 The proposal on the general election of the board of supervisors and nomination of non employee representative supervisors was reviewed and approved, and it was agreed to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
The term of office of the Fourth Board of supervisors of the company has expired. According to the provisions of the company law and the articles of association, the Fourth Board of supervisors of the company is composed of three supervisors, including one employee representative supervisor. The board of supervisors of the company nominated Mr. Liu Xinquan and Ms. Wang Xiaoxiao as candidates for non employee representative supervisors of the Fifth Board of supervisors of the company. See the appendix for the resume of the candidates.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation. According to the provisions of the articles of association, when the shareholders’ meeting deliberates this proposal, the candidates for supervisors will be elected by cumulative voting system.
Upon examination, the above two candidates for non employee representative supervisors do not have the situation that they are not allowed to serve as supervisors of the company in Article 147 of the company law, nor do they have the prohibitive conditions of China Securities Regulatory Commission and Shenzhen stock exchange that they are not suitable to serve as supervisors of listed companies. The number of supervisors who have served as directors or senior managers of the company in the last two years shall not exceed half of the total number of supervisors of the company; The number of supervisors nominated by a single shareholder shall not exceed half of the total number of supervisors of the company.
The new members of the board of supervisors will continue to perform their duties before the election of the new members of the board of supervisors.
Voting results: 3 in favor, 0 against and 0 abstaining.
It is hereby announced.
Shandong Zhangqiu Blower Co.Ltd(002598) board of supervisors March 29, 2022
Attachment: resume of non employee representative supervisors of the 5th board of supervisors
Mr. Liu Xinquan: male, Chinese nationality, without permanent residency abroad, born in January 1970, member of the Communist Party of China, college degree. From August 1994 to now, he has worked in Shandong Zhangqiu Blower Co.Ltd(002598) company, successively serving as secretary of the Youth League Committee, director of the company’s office, deputy general manager of the sales company, member of the company’s Party committee, manager of the electric company and vice chairman of the board of supervisors. He is currently a member of the company’s Party committee, chairman of the company’s trade union and chairman of the board of supervisors. In addition, he has not served as a director, supervisor or senior manager in other institutions in the past five years.
Mr. Liu Xinquan holds 126650 Shandong Zhangqiu Blower Co.Ltd(002598) shares, accounting for 0.041% of the total share capital of the company, and has no relationship with the company or other directors, supervisors, senior managers of the company, shareholders and actual controllers holding more than 5% of the shares of the company. Mr. Liu Xinquan is not under any of the circumstances specified in Article 146 of the company law; There is no case that the CSRC has taken measures to prohibit entry into the securities market and the period has not expired; There is no situation that the stock exchange publicly determines that it is not suitable to serve as directors, supervisors and senior managers of listed companies, and the term has not expired. Mr. Liu Xinquan has not been subject to administrative punishment by the CSRC in the past three years; Has not been publicly condemned or criticized by the stock exchange for more than three times in the past three years; There is no case where the judicial organ files a case for investigation due to suspected crime or the CSRC files a case for investigation due to suspected violation of laws and regulations, and there is no clear conclusion. Not punished by the CSRC and other relevant departments or the stock exchange. Nor is there any circumstance stipulated in article 3.2.2 of the guidelines for self regulation and supervision of listed companies No. 1 – standardized operation of listed companies on the main board, which stipulates that they are not allowed to serve as directors, supervisors and senior managers of the company, and meet the employment conditions stipulated in the company law and the articles of association. The company has inquired on the website of the Supreme People’s court and is not a dishonest person.
Ms. Wang Xiaoxiao, female, Chinese nationality, without overseas permanent residence right, born in September 1987, is a member of the Communist Party of China and has a bachelor’s degree. She joined Shandong Tongsheng Financing Guarantee Co., Ltd. in July 2009 and successively served as deputy director of business department and director of guarantee department; He is currently a director of Jinan Zhangqiu public assets management Co., Ltd. In addition, he has not served as a director, supervisor or senior manager in other institutions in the past five years.
Ms. Wang Xiaoxiao does not hold the shares of the company and has no relationship with the company or other directors, supervisors, senior managers of the company, shareholders and actual controllers holding more than 5% of the shares of the company. Ms. Wang Xiaoxiao is not under any of the circumstances specified in Article 146 of the company law; There is no case that the CSRC has taken measures to prohibit entry into the securities market and the period has not expired; There is no situation that the stock exchange publicly determines that it is not suitable to serve as directors, supervisors and senior managers of listed companies, and the term has not expired. Ms. Wang Xiaoxiao has not been subject to administrative punishment by the CSRC in the past three years; Has not been publicly condemned or criticized by the stock exchange for more than three times in the past three years; There is no case where the judicial organ files a case for investigation due to suspected crime or the CSRC files a case for investigation due to suspected violation of laws and regulations, and there is no clear conclusion. Not punished by the CSRC and other relevant departments or the stock exchange. Nor is there any circumstance stipulated in article 3.2.2 of the guidelines for self regulation and supervision of listed companies No. 1 – standardized operation of listed companies on the main board, which stipulates that they are not allowed to serve as directors, supervisors and senior managers of the company, and meet the employment conditions stipulated in the company law and the articles of association. The company has inquired on the website of the Supreme People’s court and is not a dishonest person.
