Stock Code: Sinotruk Jinan Truck Co.Ltd(000951) stock abbreviation: Sinotruk Jinan Truck Co.Ltd(000951) No.: 202210 Sinotruk Jinan Truck Co.Ltd(000951)
Announcement of the 8th meeting of the 10th 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.
1、 Meetings of the board of directors
Sinotruk Jinan Truck Co.Ltd(000951) (hereinafter referred to as “the company”) the notice of the 10th meeting of the 8th board of directors (hereinafter referred to as “the meeting”) was sent in writing and e-mail on March 18, 2022, and held in the conference room of the company’s headquarters at 14:00 p.m. on March 30, 2022 by means of on-site and online voting.
There were 9 directors who should attend the meeting, and 8 directors actually attended the meeting. Mr. Sun Chenglong, the director, was unable to attend the meeting due to work reasons. Ms. Li Xia, the director, has been authorized in writing to attend and vote on behalf of him. Mr. Liu Zhengtao, the director, Mr. Ma Zengrong and Ms. Zhang Hong, the independent directors, attended and voted through online video. Members of the board of supervisors and senior managers attended the meeting as nonvoting delegates. The convening of the meeting and the number of attendees shall comply with the relevant provisions of the company law and the articles of association.
2、 Deliberations of the board meeting
After full discussion by the directors attending the meeting, the following proposals were considered and voted on one by one:
1. Work report of the board of directors in 2021;
Mr. Liu Zhengtao, chairman of the company, made a work report at this meeting and summarized the work in 2021.
See the work report of the board of directors in 2021 on cninfo.com, the designated information disclosure website（ http://www.cn.info.com.cn./ ）。
Voting results: 9 in favor, 0 against and 0 abstention. The proposal was adopted. This proposal shall be submitted to the latest general meeting of shareholders of the company for deliberation.
2. 2021 general manager’s work report;
Mr. Zhao Hejun, the general manager of the company, made a work report at this meeting and summarized the work in 2021.
Voting results: 9 in favor, 0 against and 0 abstention. The proposal was adopted. 3. Full text and summary of 2021 annual report;
The summary of Sinotruk Jinan Truck Co.Ltd(000951) 2021 annual report (Announcement No.: 202209) was published in China Securities Journal, securities times, Securities Daily, Shanghai Securities News and cninfo.com on April 1, 2022（ http://www.cn.info.com.cn./ ）, Sinotruk Jinan Truck Co.Ltd(000951) 2021 annual report full text see cninfo.com（ http://www.cn.info.com.cn./ ）。
Voting results: 9 in favor, 0 against and 0 abstention. The proposal was adopted. This proposal shall be submitted to the latest general meeting of shareholders of the company for deliberation and approval.
4. Internal control evaluation report of the company in 2021;
For the full text of Sinotruk Jinan Truck Co.Ltd(000951) 2021 annual internal control evaluation report, please refer to cninfo.com, the designated information disclosure website（ http://www.cn.info.com.cn./ ）。
Voting results: 9 in favor, 0 against and 0 abstention. The proposal was adopted.
5. The company’s 2021 environmental, social and corporate governance (ESG) report;
For the full text of Sinotruk Jinan Truck Co.Ltd(000951) 2021 environmental, social and corporate governance (ESG) report, please refer to cninfo.com, the designated information disclosure website（ http://www.cn.info.com.cn./ ）。
Voting results: 9 in favor, 0 against and 0 abstention. The proposal was adopted. 6. Deposit and use of the company’s raised funds in 2021;
The full text of the special report on the deposit and use of raised funds in Sinotruk Jinan Truck Co.Ltd(000951) 2021 is detailed in cninfo.com, the designated information disclosure website（ http://www.cn.info.com.cn./ ）。
Voting results: 9 in favor, 0 against and 0 abstention. The proposal was adopted. 7. The company’s profit distribution plan for 2021;
Audited by Ernst & Young Huaming Certified Public Accountants (special general partnership), the consolidated net profit of the company in 2021 was 166874993289 yuan, of which the net profit attributable to the owner of the parent company was 103790178276 yuan. The net profit of the parent company in 2021 was 86588641916 yuan.
In accordance with the company law of the people’s Republic of China and the articles of association, taking into account the interests of shareholders, the actual production and operation results of the company in 2021 and the needs of future development, the board of directors of the company submits the profit distribution plan for 2021 to the general meeting of shareholders as follows:
1. Withdraw 10% of the statutory reserve according to the net profit of the parent company in 2021;
2. Based on the company’s total share capital of 1174869360 shares at the end of 2021, a cash dividend of 3.00 yuan (including tax) will be distributed for every 10 shares, with a total cash dividend of 35246080800 yuan. No bonus shares will be given and no accumulation fund will be converted into share capital.
The profit distribution plan complies with the profit distribution policy stipulated in the articles of association. There is no significant difference between the cash dividend level of the company and the average level of Listed Companies in the industry.
Voting results: 9 in favor, 0 against and 0 abstention. The proposal was adopted. This proposal shall be submitted to the latest general meeting of shareholders of the company for deliberation and approval.
8. Proposal on the company’s 2022 annual financing and credit plan;
The corporate plan for the 2022 year year of the year year year of the year of the year of the year of the year of the year of the year of the year of the year of the year of the year of the year of the year of the year of the year of the year of the year of the year of the year of the year of the year of the year of the year of the year of the year of the year of the year of the year of the year of the year of the year of the year of the year of the year of the year of the year of the year of the year of the year of the year of the year of the year of the year of the year of the year of the year of the year of the year of the year of the year of the year of the year of the year of the year of the year of the year of the year of the year of the year of the year of the year of the year of the year of the year of the year of the year of the year of the year of the year of the year of the year of the year of the year of the year of the year of the year of the, China Development Bank, Shanghai Pudong Development Bank Co.Ltd(600000) , Hua Xia Bank Co.Limited(600015) , postal savings bank of China, Ping An Bank Co.Ltd(000001) , China Everbright Bank Company Limited Co.Ltd(601818) , Bank Of Beijing Co.Ltd(601169) , China Zheshang Bank Co.Ltd(601916) , Sinotruk Jinan Truck Co.Ltd(000951) Finance Co., Ltd The total amount of credit (credit) business applied by financial institutions such as heavy truck Finance Co., Ltd. and Shanzhong Finance Leasing Co., Ltd. shall not exceed RMB 35 billion.
Including but not limited to: working capital loan, mortgage business, financial leasing, various letter of guarantee and other related businesses.
The applicable period of the above financing credit is from the date of approval by the annual general meeting of shareholders in 2021 to the time before the financing credit plan is re approved by the next annual general meeting of shareholders. At the same time, the chairman of the company is authorized to formulate specific financing plans according to the capital demand and the credit line of relevant financial institutions, and sign relevant documents to apply for credit line from relevant institutions within the total scale of credit line on behalf of the board of directors.
Voting results: 9 in favor, 0 against and 0 abstention. The proposal was adopted. This proposal shall be submitted to the latest general meeting of shareholders of the company for deliberation and approval.
9. Proposal on providing guarantee for mortgage and financial leasing business;
Sinotruk Jinan Truck Co.Ltd(000951) on mortgage and finance lease
The announcement on providing guarantee for business (No.: 202213) was published in China Securities Journal, securities times, Securities Daily, Shanghai Securities News and cninfo.com on April 1, 2022（ http://www.cn.info.com.cn./ ）。
This proposal is a related matter, and the related directors Mr. Liu Zhengtao, Mr. Sun Chenglong and Ms. Li Xia avoided voting on it.
Voting results: 6 in favor, 3 in avoidance, 0 against and 0 abstention. The motion was passed. This proposal shall be submitted to the latest general meeting of shareholders for deliberation and approval.
10. Proposal on adjusting the forecast of daily connected transactions in 2022 and amending the financial services agreement;
The announcement of Sinotruk Jinan Truck Co.Ltd(000951) on adjusting the forecast of daily connected transactions in 2022 and revising the financial service agreement with Sinotruk Jinan Truck Co.Ltd(000951) Finance Co., Ltd. (No.: 202214) was published in China Securities Journal, securities times, Securities Daily, Shanghai Securities News and cninfo.com on April 1, 2022（ http://www.cn.info.com.cn./ ）。
This proposal is a related matter, and the related directors Mr. Liu Zhengtao, Mr. Sun Chenglong and Ms. Li Xia avoided voting on it.
Voting results: 6 in favor, 3 in avoidance, 0 against and 0 abstention. The motion was passed. This proposal shall be submitted to the latest general meeting of shareholders for deliberation and approval.
11. Proposal on the risk assessment report of Sinotruk Jinan Truck Co.Ltd(000951) Finance Co., Ltd;
The full text of the risk assessment report of Sinotruk Jinan Truck Co.Ltd(000951) on Sinotruk Jinan Truck Co.Ltd(000951) Finance Co., Ltd. is detailed in cninfo.com, the designated information disclosure website（ http://www.cn.info.com.cn./ ）。
Voting results: 9 in favor, 0 against and 0 abstention. The proposal was adopted. 12. Proposal on re employment of financial audit institutions and internal control audit institutions;
Ernst & Young Huaming Certified Public Accountants (special general partnership) (hereinafter referred to as “Ernst & Young”) is now the company’s financial audit institution and internal control audit institution in 2021. Its financial audit fee in 2021 is 1.34 million yuan and internal control audit fee is 500000 yuan. The above fees are tax inclusive.
The company renewed the appointment of Ernst & young as the financial audit institution and internal control audit institution of the company in 2022, with a term of one year. The announcement of Sinotruk Jinan Truck Co.Ltd(000951) on renewing the appointment of accounting firm (No.: 202215) was published in China Securities Journal, securities times, Securities Daily, Shanghai Securities News and cninfo.com on April 1, 2022（ http://www.cn.info.com.cn./ ）。
Voting results: 9 in favor, 0 against and 0 abstention. The proposal was adopted. This proposal shall be submitted to the latest general meeting of shareholders of the company for deliberation and approval.
13. Proposal on convening the 2021 annual general meeting of shareholders of the company.
According to the provisions of the company law and the articles of association, the 2021 annual general meeting of shareholders will be held in the conference room of the company’s headquarters on Thursday, April 21, 2022. The general meeting of shareholders will be held by combining on-site and online voting.
Voting results: 9 in favor, 0 against and 0 abstention. The proposal was adopted. The notice of Sinotruk Jinan Truck Co.Ltd(000951) on convening the 2021 annual general meeting of shareholders of the company (No.: 202211) was published in China Securities Journal, securities times, Securities Daily, Shanghai Securities News and cninfo.com on April 1, 2022（ http://www.cn.info.com.cn./ ）。
At the same time, the independent directors made the 2021 annual report of independent directors to the meeting. The agenda shall be submitted to the latest general meeting of shareholders of the company.
Independent directors have issued prior approval opinions and independent opinions on the relevant proposals of the meeting. For the full text of Sinotruk Jinan Truck Co.Ltd(000951) independent directors’ prior approval opinions on guarantees and other matters and Sinotruk Jinan Truck Co.Ltd(000951) independent directors’ independent opinions on external guarantees and other matters, please refer to cninfo.com, the designated information disclosure website（ http://www.cn.info.com.cn./ ）。
Huatai United Securities Co., Ltd. issued verification opinions on the relevant proposals of the meeting. See the designated information disclosure website cninfo.com for details（ http://www.cn.info.com.cn./ ）。
Ernst & Young Huaming Certified Public Accountants (special general partnership) issued the verification report on the deposit and use of raised funds in 2021 for proposal 6. See the designated information disclosure website cninfo.com for details（ http://www.cn.info.com.cn./ ）。
3、 Documents for future reference
Resolutions of the board of directors signed and sealed by the directors present at the meeting.
It is hereby announced.
Sinotruk Jinan Truck Co.Ltd(000951) board of directors April 1, 2002
