Securities code: Minfeng Special Paper Co.Ltd(600235) stock abbreviation: Minfeng Special Paper Co.Ltd(600235) No.: pro 2022003
Minfeng Special Paper Co.Ltd(600235)
Announcement of resolutions of the 8th meeting of the 8th board of supervisors
The board of supervisors and all supervisors 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 supervisors
Minfeng Special Paper Co.Ltd(600235) the eighth meeting of the eighth board of supervisors was notified on March 18, 2022
Inform all supervisors in writing on March 29 that the meeting will be held in the conference room of the company’s office building on March 29, 2022. Three supervisors should be present at this meeting and three actually present, which is in line with the relevant provisions of the company law and the articles of association. The meeting was presided over by Xu Qiqi, chairman of the board of supervisors.
2、 Deliberation at the meeting of the board of supervisors
(I) deliberated and adopted the work report of the board of supervisors in 2021
During the reporting period, the board of supervisors of the company held four meetings, all supervisors attended the meeting, earnestly performed their duties in accordance with the rules of procedure of the board of supervisors, fully expressed their opinions on relevant bills and formed relevant resolutions.
It is agreed to submit the report to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting results: 3 in favor, 0 against and 0 abstention
(II) review and approve the financial final accounts report of 2021
It is agreed to submit the report to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting results: 3 in favor, 0 against and 0 abstention
(III) the full text and summary of the company’s 2021 annual report were reviewed and approved
In accordance with the securities law, the standards for the content and format of information disclosure by companies offering securities to the public No. 2 – the content and format of annual report (revised in 2021) and the Shanghai Stock Exchange
The board of supervisors of the company reviewed the 2021 annual report prepared by the board of directors and issued the following audit opinions according to the relevant provisions and requirements of the municipal rules (revised in 2022) and the notice on doing a good job in the disclosure of 2021 annual report of main board listed companies of Shanghai Stock Exchange:
1. The preparation and review procedures of the company’s 2021 annual report comply with the provisions of laws, regulations, the articles of association and the company’s internal management system;
2. The content and format of the company’s 2021 annual report comply with the relevant provisions of the China Securities Regulatory Commission and the Shanghai Stock Exchange, and the information contained truly reflects the company’s business management and financial status in 2021 from all aspects.
3. Before the board of supervisors put forward this opinion, it was not found that the personnel involved in the preparation and deliberation of the 2021 annual report had violated the confidentiality provisions.
It is agreed to submit the report to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting results: 3 in favor, 0 against and 0 abstention
(IV) review and approve the profit distribution plan for 2021
As audited and confirmed by Tianjian Certified Public Accountants (special general partnership), as of December 31, 2021, Minfeng Special Paper Co.Ltd(600235) (hereinafter referred to as “the company”) had a profit available for distribution to shareholders of RMB 11227361520 at the end of the period. The equity distribution base of the company to be implemented by the board of directors on the date of registration of the annual equity distribution of 2021 shall be the equity distribution base of the company. The profit distribution plan is as follows:
The company plans to distribute a cash dividend of RMB 0.20 (including tax) to all shareholders for every 10 shares. As of December 31, 2021, the total share capital of the company is 351300000 shares. Based on this calculation, the total cash dividend to be distributed is 7026000 yuan (including tax). The amount of cash dividends of the company in this year accounted for 12.05% of the company’s net profit attributable to shareholders of Listed Companies in 2021.
If the total share capital of the company changes from the date of disclosure of the distribution plan to the date of equity distribution and equity registration due to the conversion of convertible bonds into shares / share repurchase / share incentive grant share repurchase and cancellation / major asset restructuring share repurchase and cancellation, the company plans to maintain the total distribution unchanged and adjust the distribution proportion per share accordingly. If the subsequent total share capital changes, it will be adjusted separately.
The board of supervisors of the company believes that the profit distribution plan complies with the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies (revised in 2022) of the CSRC, the stock listing rules of the Shanghai Stock Exchange (revised in 2022), the guidelines for the self discipline supervision of listed companies of the Shanghai Stock Exchange No. 1 – standardized operation, the articles of association, the Minfeng Special Paper Co.Ltd(600235) shareholder return plan and other rules.
It is agreed to submit this profit distribution plan to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting results: 3 in favor, 0 against and 0 abstention
(V) reviewed and adopted the 2021 annual internal control evaluation report
The board of supervisors believes that the board of directors of the company has evaluated the internal control related to financial reporting as required and believes that it is effective on December 31, 2021 (base date). Tianjian Certified Public Accountants (special general partnership) has audited the effectiveness of internal control related to the company’s financial report and issued a standard unqualified audit opinion. During the reporting period, the company’s internal control organization and system were perfect, and all economic businesses were carried out in strict accordance with relevant systems and processes. The company’s existing internal control system and system have played a good role in control and prevention in all key links and can be effectively implemented.
Voting results: 3 in favor, 0 against and 0 abstention
(VI) deliberated and passed the proposal on the prediction of daily connected transactions in 2022
The actual amount of related party transactions of the company in 2021 was 5.5 million yuan. Combined with the actual production and operation of the company, it is estimated that daily related party transactions will occur in 2022, about 7.05 million yuan.
The board of supervisors believes that the company’s daily connected transactions in 2021 are fair and reasonable, and there is no situation that damages the interests of the company and minority shareholders; The daily connected transactions in 2022 are necessary, conducive to the production and operation of the company and its connected parties, and comply with the provisions of relevant laws and regulations and the articles of association.
It is estimated that the amount of related party transactions will not exceed 30 million yuan and will not exceed 5% of the absolute value of the latest audited net assets of the listed company, which does not need to be submitted to the general meeting of shareholders for deliberation.
Voting results: 3 in favor, 0 against and 0 abstention
It is hereby announced.
Minfeng Special Paper Co.Ltd(600235) board of supervisors
March 31, 2022
