Securities code: Sailun Group Co.Ltd(601058) securities abbreviation: Sailun Group Co.Ltd(601058) Announcement No.: pro 2022024
Announcement on resolutions of the 31st meeting of the 5th board of directors
The company and all members of the board of directors 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 31st meeting of the 5th board of directors 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 directors by telephone, e-mail, etc. 10 days in advance. 9 directors should be present at the meeting, and 9 directors actually present (including 2 by means of communication voting). The meeting was presided over by the chairman, Mr. Yuan Zhongxue, and some supervisors and senior managers of the company attended the meeting as nonvoting delegates. The convening and convening of the meeting shall comply with the relevant provisions of the company law and the articles of association. After deliberation and voting by the attending directors, the following resolutions were adopted:
1. 2021 president's work report
Voting results: 9 in favor, 0 against and 0 abstention, passed by vote.
2. Work report of the board of directors in 2021
Voting results: 9 in favor, 0 against and 0 abstention, passed by vote.
The independent directors of the company submitted the 2021 annual report of Sailun Group Co.Ltd(601058) independent directors to the board of directors and will report on their work at the 2021 annual general meeting of shareholders of the company.
The 2021 annual report of Sailun Group Co.Ltd(601058) independent directors is detailed on the website of Shanghai Stock Exchange (www.sse. Com. CN).
3. Financial statement report of 2021
Voting results: 9 in favor, 0 against and 0 abstention, passed by vote.
4. Annual profit distribution plan for 2021
Voting results: 9 in favor, 0 against and 0 abstention, passed by vote.
For details of the announcement of Sailun Group Co.Ltd(601058) 2021 annual profit distribution plan (pro 2022027), please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) And China Securities News, Shanghai Securities News, securities daily and securities times (hereinafter referred to as "designated information disclosure media").
5. Annual report and summary of 2021
Voting results: 9 in favor, 0 against, 0 abstention, and passed by vote.
The annual report of Sailun Group Co.Ltd(601058) 2021 is detailed on the website of Shanghai Stock Exchange (www.sse. Com. CN); The summary of Sailun Group Co.Ltd(601058) 2021 annual report is detailed in the designated information disclosure media.
6. Proposal on renewing the appointment of zhongxinghua Certified Public Accountants (special general partnership) as the company's audit institution in 2022 and paying its audit remuneration in 2021
Voting results: 9 in favor, 0 against and 0 abstention, passed by vote.
The announcement of Sailun Group Co.Ltd(601058) on the renewal of accounting firm (p.2022028) is detailed in the designated information disclosure media.
7. Proposal on expected external guarantee in 2022
Voting results: 9 in favor, 0 against and 0 abstention, passed by vote.
The announcement of Sailun Group Co.Ltd(601058) on the expected external guarantee in 2022 (p.2022029) is detailed in the designated information disclosure media.
8. Proposal on estimated daily connected transactions in 2022
There were no affirmative votes and 7 abstentions.
Affiliated directors yuan Zhongxue and Yuan song avoided voting on this proposal.
For details of the announcement of Sailun Group Co.Ltd(601058) 2022 estimated daily connected transactions (pro 2022030), please refer to the designated information disclosure media.
9. Proposal on withdrawing provision for asset impairment
Voting results: 9 in favor, 0 against and 0 abstention, passed by vote.
The announcement of Sailun Group Co.Ltd(601058) on the provision for asset impairment (p.2022031) is detailed in the designated information disclosure media.
10. Special report on the deposit and actual use of the company's raised funds
Voting results: 9 in favor, 0 against and 0 abstention, passed by vote.
The special report of Sailun Group Co.Ltd(601058) on the deposit and actual use of raised funds (p.2022032) is detailed in the designated information disclosure media.
11. Proposal on the remuneration of directors, supervisors and senior managers of the company in 2021
In 2021, according to the completion of various works of directors, supervisors and senior managers, the company paid a total of 8.3052 million yuan (before tax).
The proposal will be submitted to the 2021 annual general meeting of the company for deliberation because of the interest relationship between the directors and the company.
In order to further improve the company's risk management system, reduce the company's operational risk, promote the company's directors, supervisors and senior managers to fully exercise their rights and perform their duties within their scope of responsibility, and safeguard the rights and interests of the company and investors, according to the standards for the governance of listed companies and other relevant provisions, the company plans to be the company and all directors Supervisors and senior managers shall purchase liability insurance (hereinafter referred to as "directors, supervisors and senior managers liability insurance"). The details are as follows:
(1) Applicant: Sailun Group Co.Ltd(601058)
(2) Insured: the company and all directors, supervisors and senior managers
(3) Limit of liability: no more than RMB 100 million (subject to the insurance contract)
(4) Premium expenditure: no more than 400000 yuan / year (subject to the insurance contract)
(5) Insurance period: 12 months / period (it can be renewed or re insured every year)
To improve decision-making efficiency, The board of directors of the company plans to request the general meeting of shareholders to authorize the board of directors and agree that the board of directors authorizes the management of the company to handle matters related to the purchase of liability insurance within the above authority (including but not limited to determining other relevant responsible personnel; determining the insurance company; determining the insurance amount, premium and other insurance terms; selecting and appointing insurance brokerage companies or other intermediaries; signing relevant legal documents and dealing with other matters related to insurance, etc.) And handle matters related to renewal or re insurance at or before the expiration of the directors, supervisors and senior executives' liability insurance contract in the future.
The proposal will be submitted to the 2021 annual general meeting of the company for deliberation because of the interest relationship between the directors and the company.
13. Internal control evaluation report in 2021
Voting results: 9 in favor, 0 against and 0 abstention, passed by vote.
See the website of Shanghai Stock Exchange (www.sse. Com. CN) for details of the internal control evaluation report of Sailun Group Co.Ltd(601058) 2021 and the audit report of Sailun Group Co.Ltd(601058) internal control.
14. Environmental, social and corporate governance (ESG) report 2021
Voting results: 9 in favor, 0 against and 0 abstention, passed by vote.
For details of Sailun Group Co.Ltd(601058) 2021 environmental, social and corporate governance (ESG) report, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN).
15. Proposal on using self owned funds for investment and financial management
Voting results: 9 in favor, 0 against and 0 abstention, passed by vote.
The announcement of Sailun Group Co.Ltd(601058) on investment and financial management with self owned funds (p.2022033) is detailed in the designated information disclosure media.
16. Proposal on developing foreign exchange hedging business
Voting results: 9 in favor, 0 against and 0 abstention, passed by vote.
The announcement of Sailun Group Co.Ltd(601058) on carrying out foreign exchange hedging business (p.2022034) is detailed in the designated information disclosure media.
17. Proposal on Amending the financial product management system
In order to regulate the trading behavior of the company's investment and wealth management products, ensure the safety of the company's funds and property, effectively prevent investment risks, and safeguard the legitimate rights and interests of shareholders and the company, according to the measures for the administration of information disclosure of listed companies, the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies, the stock listing rules of Shanghai Stock Exchange and the articles of association of the company, In combination with the actual situation of the company, the Sailun Group Co.Ltd(601058) financial product management system has been revised.
Voting results: 9 in favor, 0 against and 0 abstention, passed by vote.
18. Proposal on Amending the articles of Association
Voting results: 9 in favor, 0 against and 0 abstention, passed by vote.
The announcement of Sailun Group Co.Ltd(601058) on Amending the articles of Association (p.2022035) is detailed in the designated information disclosure media.
19. Proposal on Amending the rules of procedure of the general meeting of shareholders
Voting results: 9 in favor, 0 against and 0 abstention, passed by vote.
The rules of procedure of Sailun Group Co.Ltd(601058) shareholders' meeting are detailed on the website of Shanghai Stock Exchange (www.sse. Com. CN).
20. Proposal on Amending the rules of procedure of the board of directors
Voting results: 9 in favor, 0 against and 0 abstention, passed by vote.
See the rules of procedure of Sailun Group Co.Ltd(601058) board of directors on the website of Shanghai Stock Exchange (www.sse. Com. CN).
21. Proposal on convening the 2021 annual general meeting of shareholders
Voting results: 9 in favor, 0 against and 0 abstention, passed by vote.
The notice of Sailun Group Co.Ltd(601058) on convening the 2021 annual general meeting of shareholders (p.2022036) is detailed in the designated information disclosure media.
22. 2021 performance report of the audit committee of the board of directors
Voting results: 9 in favor, 0 against and 0 abstention, passed by vote.
See the 2021 performance report of the audit committee of the board of directors on the website of Shanghai Stock Exchange (www.sse. Com. CN).
Independent directors have expressed independent opinions on the above-mentioned fourth, sixth to ninth, eleventh to thirteenth, fifteenth and sixteenth proposals.
The above proposals from items 2 to 8, 10 to 12 and 18 to 20 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 directors April 2, 2022
