Securities code: Sailun Group Co.Ltd(601058) securities abbreviation: Sailun Group Co.Ltd(601058) Announcement No.: pro 2022025 Sailun Group Co.Ltd(601058)
Announcement of resolutions of the 23rd Meeting of the 5th board of supervisors
The company and all members of the board of supervisors guarantee that there are no false records, misleading statements or major omissions in the contents of the announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of the contents.
Sailun Group Co.Ltd(601058) (hereinafter referred to as “the company”) the 23rd Meeting of the 5th board of supervisors was held on the morning of March 31, 2022 in the company’s conference room by means of on-site communication. The meeting notice of this meeting shall be delivered to all supervisors by telephone, e-mail, etc. 10 days in advance. The meeting shall be presided over by Mr. Li Hao, chairman of the board of supervisors. The convening and convening of the meeting shall comply with the relevant provisions of the company law and the articles of association. After careful deliberation and voting by the attending supervisors, the following proposals were adopted:
1. Reviewed and adopted the work report of the board of supervisors in 2021
Voting results: 3 in favor, 0 against, 0 abstention, and passed by vote.
2. Reviewed and adopted the financial final accounts report for 2021
Voting results: 3 in favor, 0 against, 0 abstention, and passed by vote.
3. The annual profit distribution plan for 2021 was reviewed and approved
The supervisors present at the meeting expressed the following opinions: after review, we believe that the company’s annual profit distribution plan for 2021 fully takes into account the company’s current business development needs and capital needs and other factors, takes into account the company’s future development and long-term interests of shareholders, conforms to the company’s strategic development needs and the company’s current actual situation, and does not damage the interests of shareholders, especially small and medium-sized shareholders. Agree to the company’s annual profit distribution plan for 2021.
Voting results: 3 in favor, 0 against, 0 abstention, and passed by vote.
4. The annual report and summary for 2021 were considered and adopted
The supervisors present at the meeting expressed the following opinions: after review, we believe that the procedures for the preparation and deliberation of the company’s 2021 annual report and summary by the board of directors comply with the requirements of relevant laws and regulations of China Securities Regulatory Commission and Shanghai Stock Exchange. 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.
Voting results: 3 in favor, 0 against, 0 abstention, and passed by vote.
5. The proposal on estimated daily connected transactions in 2022 was considered and passed
The supervisors present at the meeting expressed the following opinions: we believe that the transactions between the company and its holding subsidiaries and related parties are normal daily business, and the prices of related party transactions are fairly priced according to the market price. There is no situation that damages the interests of the company and shareholders, especially small and medium-sized shareholders, which is in line with the unanimous interests of the listed company and all shareholders, fair and reasonable, and does not constitute an impact on the independence of the company. The review procedure complies with the relevant provisions of the company law and the articles of association. Agree to this related party transaction.
Voting results: 0 votes, 3 abstentions.
6. The proposal on the provision for asset impairment was reviewed and passed
The participating supervisors expressed the following opinions: we believe that the company’s provision for asset impairment in accordance with the accounting standards for business enterprises and the company’s accounting policies is in line with the actual situation of the company, and the provision for asset impairment can more fairly reflect the assets and financial status of the company. The decision-making procedure of the board of directors of the company for considering the proposal complies with the relevant provisions of laws and regulations, and agrees that the company shall withdraw the provision for asset impairment in 2021.
Voting results: 3 in favor, 0 against, 0 abstention, and passed by vote.
7. The special report on the deposit and actual use of the company’s raised funds was reviewed and adopted. The opinions of the supervisors attending the meeting are as follows: we believe that the deposit and use of the company’s raised funds have gone through the necessary approval procedures, Comply with the relevant provisions of the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the guidelines for the self discipline supervision of listed companies on Shanghai Stock Exchange No. 1 – standardized operation, and the Sailun Group Co.Ltd(601058) raised funds management system.
Voting results: 3 in favor, 0 against, 0 abstention, and passed by vote.
8. The proposal on the remuneration of directors, supervisors and senior managers of the company in 2021 was reviewed and passed
The supervisors present at the meeting expressed the following opinions: we believe that the remuneration and allowance standards of the company’s directors, supervisors and senior executives fully take into account the company’s operation, help stimulate the enthusiasm of directors, supervisors and senior managers, provide impetus for the stable growth of the company’s business, comply with the relevant provisions of the articles of association, and do not damage the interests of the company and all shareholders. Agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
All supervisors of the company abstained from voting on this proposal due to the interest relationship between the matters under consideration and the supervisors of the company. The proposal will be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
9. The proposal on the purchase of liability insurance for directors, supervisors and senior managers was reviewed and adopted. The opinions of the participating supervisors are as follows: we believe that the purchase of liability insurance for the company and its directors, supervisors and senior managers is conducive to improving the corporate governance system, reducing operational risks, protecting the legitimate rights and interests of the company and its directors, supervisors and senior managers, and promoting the responsible personnel to perform their duties, Ensure the healthy development of the company. The decision-making procedure of this matter is legal and compliant, and there is no situation that damages the interests of the company and all shareholders. Agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
All supervisors of the company abstained from voting on this proposal due to the interest relationship between the matters under consideration and the supervisors of the company. The proposal will be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
10. Reviewed and adopted the 2021 internal control evaluation report
The supervisors present at the meeting expressed the following opinions: we believe that the company has maintained effective internal control over financial reporting in all major aspects in accordance with the requirements of the enterprise internal control standard system and relevant regulations. During the reporting period, the company’s internal control over financial reports and non-financial reports was free from major defects and important defects.
Voting results: 3 in favor, 0 against, 0 abstention, and passed by vote.
11. The environmental, social and corporate governance (ESG) report for 2021 was reviewed and adopted
The supervisors present at the meeting expressed the following opinions: we believe that the relevant contents of the company’s 2021 environmental, social and corporate governance (ESG) report comply with the relevant requirements of the guidelines for self discipline supervision of listed companies on Shanghai Stock Exchange No. 1 – standardized operation, and comprehensively, truly and objectively reflect the company’s work in environmental, social and corporate governance.
Voting results: 3 in favor, 0 against, 0 abstention, and passed by vote.
12. The proposal on using self owned funds for investment and financial management was reviewed and adopted
The supervisors believe that if the investment balance of the company’s own financial products exceeds RMB 1.5 billion before the meeting, it is not conducive to improve the safety of the company’s own financial products, or the use of its own funds exceeds RMB 1.5 billion. The company is approved to use its own funds for investment and financial management.
Voting results: 3 in favor, 0 against, 0 abstention, and passed by vote.
13. The proposal on developing foreign exchange hedging business was reviewed and adopted
The supervisors present at the meeting expressed the following opinions: we believe that the company’s carrying out foreign exchange hedging business on the premise of ensuring normal production and operation is conducive to avoiding and preventing the adverse impact of exchange rate fluctuations on the company’s operation, controlling exchange rate risk, in line with the actual situation of the company, relevant decision-making procedures comply with the provisions of relevant laws and regulations, and there is no situation damaging the interests of the company and all shareholders, especially small and medium-sized shareholders. Approve the company to carry out foreign exchange hedging business.
Voting results: 3 in favor, 0 against, 0 abstention, and passed by vote.
14. The proposal on Amending the rules of procedure of the board of supervisors was considered and adopted
Voting results: 3 in favor, 0 against, 0 abstention, and passed by vote.
See the rules of procedure of Sailun Group Co.Ltd(601058) board of supervisors on the website of Shanghai Stock Exchange (www.sse. Com. CN).
The proposals mentioned in Items 1 to 5, 7 to 9 and 14 above need to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
It is hereby announced.
Sailun Group Co.Ltd(601058) board of supervisors April 2, 2022
