Securities abbreviation: Kweichow Moutai Co.Ltd(600519) securities code: Kweichow Moutai Co.Ltd(600519) No.: pro 2022005 Kweichow Moutai Co.Ltd(600519)
The second meeting of the third board of directors in 2022
Resolution announcement
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
On March 2, 2022, Kweichow Moutai Co.Ltd(600519) (hereinafter referred to as the company) sent the notice of convening the second meeting of the third board of directors in 2022 (hereinafter referred to as the meeting) to all directors by direct delivery or e-mail. On March 29, 2022, the meeting was held in the conference center of the company. Six directors should attend the meeting and six directors actually attended the meeting, including five in person and one authorized to entrust other directors to attend the meeting (independent director Lu Jinhai was unable to attend the meeting in person due to epidemic prevention and control, and authorized to entrust independent director Zhang Jingzhong to attend and exercise voting rights on his behalf). The meeting was presided over by Chairman Ding Xiongjun, and some supervisors and senior managers of the company attended the meeting as nonvoting delegates. The meeting was held in accordance with the company law of the people's Republic of China and other laws, administrative regulations and the articles of association.
2、 Deliberations of the board meeting
(I) work report of the board of directors in 2021
Consent: 6 votes; Against: 0 votes; Abstention: 0 votes. The bill was passed.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
(II) 2021 general manager's work report
Consent: 6 votes; Against: 0 votes; Abstention: 0 votes. The bill was passed.
(III) report on the work of independent directors in 2021 (see the website of Shanghai stock exchange for details) http://www.sse.com.cn. ）
Consent: 6 votes; Against: 0 votes; Abstention: 0 votes. The bill was passed.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
(IV) 2021 annual report (full text and abstract) (see the website of Shanghai stock exchange for details) http://www.sse.com.cn. ）
Consent: 6 votes; Against: 0 votes; Abstention: 0 votes. The bill was passed.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
(V) financial statement report of 2021
Consent: 6 votes; Against: 0 votes; Abstention: 0 votes. The bill was passed.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
(VI) financial budget plan for 2022
Consent: 6 votes; Against: 0 votes; Abstention: 0 votes. The bill was passed.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
(VII) profit distribution plan for 2021
Consent: 6 votes; Against: 0 votes; Abstention: 0 votes. The bill was passed.
The following profit distribution plan was drawn up at the meeting: Based on the total share capital of 1256197800 shares at the end of 2021, cash dividends of 216.75 yuan (including tax) were distributed to all shareholders of the company for every 10 shares, with a total profit of 2722808731500 yuan.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
(VIII) environmental, social and Governance (ESG) report in 2021 (see the website of Shanghai stock exchange for details) http://www.sse.com.cn. ）
Consent: 6 votes; Against: 0 votes; Abstention: 0 votes. The bill was passed.
(IX) internal control evaluation report in 2021 (see the website of Shanghai stock exchange for details) http://www.sse.com.cn. ）
Consent: 6 votes; Against: 0 votes; Abstention: 0 votes. The bill was passed.
(x) internal control audit report in 2021 (see the website of Shanghai stock exchange for details) http://www.sse.com.cn. ）
Consent: 6 votes; Against: 0 votes; Abstention: 0 votes. The bill was passed.
（11） The proposal on hiring financial audit institutions and internal control audit institutions in 2022 (see the company's announcement on renewing the appointment of accounting firms, Announcement No.: pro 2022006) agreed: 6 votes; Against: 0 votes; Abstention: 0 votes. The bill was passed.
According to the recommendations of the audit committee of the board of directors, the board of directors decided to propose to the general meeting of shareholders to continue to employ Tianzhi International Certified Public Accountants (special general partnership) as the company's financial audit institution and internal control audit institution in 2022. The financial audit fee in 2022 is proposed to be 1.2 million yuan and the internal control audit fee is proposed to be 410000 yuan.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
（12） Proposal on Revising the company's financial management system
Consent: 6 votes; Against: 0 votes; Abstention: 0 votes. The bill was passed.
（13） Proposal on daily connected transactions (see announcement on daily connected transactions of the company, Announcement No.: pro 2022007)
Consent: 3 votes; Against: 0 votes; Abstention: 0 votes. The bill was passed.
The meeting decided that the company and the controlling shareholder China Kweichow Moutai Co.Ltd(600519) distillery (Group) Co., Ltd. and its holding subsidiaries and other related parties continue to have daily related party transactions. The total transaction amount in 2022 shall not exceed 5% of the audited net assets of the company at the end of 2021, of which the transaction amount of Kweichow Moutai Co.Ltd(600519) liquor and series liquor shall not exceed 5.453 billion yuan.
The board of directors of the company authorizes the management to reasonably adjust the amount of daily related party transactions (excluding the sale of Kweichow Moutai Co.Ltd(600519) liquor and series liquor) according to the needs of the company's production and operation on the premise that the total amount of daily related party transactions in 2022 does not exceed 5% of the audited net assets of the company at the end of 2021.
According to relevant laws and regulations, the above transactions are related party transactions. Three independent directors of the company approved the proposal and expressed their consent before the meeting. During the deliberation of this proposal, three directors (Ding Xiongjun, Li Jingren and Fu Zhigang) associated with this proposal avoided voting.
（14） Proposal on purchasing land within the scope of yougouba spoil ground in Zhonghua area: 6 votes; Against: 0 votes; Abstention: 0 votes. The bill was passed.
The meeting decided that the company invested 415 million yuan to purchase the land within the land scope of yougouba spoil ground in Zhonghua area as the reserved development land, and the required funds shall be raised by the company itself.
It is hereby announced.
Kweichow Moutai Co.Ltd(600519) board of directors
March 31, 2022
