Securities code: Gemac Engineering Machinery Co.Ltd(301048) securities abbreviation: Gemac Engineering Machinery Co.Ltd(301048) Announcement No.: 2022012 Gemac Engineering Machinery Co.Ltd(301048)
Announcement of resolutions of the 16th meeting of the first 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.
Gemac Engineering Machinery Co.Ltd(301048) (hereinafter referred to as "the company") the 16th meeting of the first board of directors was notified by telephone, written, e-mail and other forms on March 24, 2022, and held on April 6, 2022 in the form of simultaneous on-site and video participation. There are 9 directors who should attend the meeting and 9 actually attended (including 3 independent directors). The convening and voting procedures of this meeting comply with the provisions of the company law, the securities law, the Listing Rules of Shenzhen Stock Exchange gem, the guidelines for the standardized operation of companies listed on Shenzhen Stock Exchange gem, the articles of association and other laws and regulations. The meeting was presided over by Mr. Zhang Wei, the chairman of the board, and the supervisors and senior managers of the company attended the meeting as nonvoting delegates. The Tianfeng Securities Co.Ltd(601162) representatives of the continuous supervision organization attended the meeting as nonvoting delegates according to law. After full discussion by the directors present at the meeting, the following resolutions were adopted by open ballot:
1、 The meeting deliberated and adopted the proposal on the work report of the board of directors in 2021:
The board of directors of the company has analyzed and summarized the work in 2021. At this meeting, Mr. Tang Xiangxi, Mr. Zhao Zhangyan and Mr. Luo Gang, the independent directors of the company, respectively submitted the 2021 annual report of independent directors to the board of directors, which will be reported at the 2021 annual general meeting of shareholders of the company.
Voting results: 9 in favor, 0 against and 0 abstention. The proposal was considered and adopted.
For details, please refer to the company's website (www.cn. Info. Com. CN.) on the same day Disclosed the work report of the board of directors in 2021.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
2、 The meeting deliberated and approved the proposal on the work report of the general manager of the company in 2021:
The board of directors of the company carefully listened to the general manager's work report for 2021 made by Mr. Yang Linyong, the general manager, and believed that the company's operation and management in 2021 effectively implemented the resolutions of the general meeting of shareholders and the board of directors, and the work report objectively and truly reflected the company's daily production, operation and management activities in 2021.
Voting results: 9 in favor, 0 against and 0 abstention. The proposal was considered and adopted.
3、 The meeting deliberated and adopted the proposal on the company's 2021 annual financial statement report
The board of directors deliberated and approved the proposal on the company's 2021 annual financial statement report. The board of directors believed that the final statement report objectively and truly reflected the company's financial situation and operating results in 2021.
Voting results: 9 in favor, 0 against and 0 abstention. The proposal was considered and adopted.
For details, please refer to the company's website (www.cn. Info. Com. CN.) on the same day Relevant contents of "section x financial report" of the 2021 annual report disclosed.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
4、 The meeting deliberated and adopted the proposal on the company's 2022 annual financial budget report
The board of directors deliberated and approved the proposal on the company's financial budget report for 2022. The board of directors considered that the budget report was in line with the company's strategic development objectives, the overall business plan for 2022 and the current production and operation capacity.
Voting results: 9 in favor, 0 against and 0 abstention. The proposal was considered and adopted.
For details, please refer to the company's website http://www.cn.info.com.cn on the same day Disclosed financial budget report for 2022.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
5、 The meeting deliberated and adopted the proposal on the profit distribution plan for 2021
According to the audit report of Ernst & Young Huaming (2022) SZ No. 61483325c01 issued by Ernst & Young Huaming Certified Public Accountants (special general partnership), the parent company realized a net profit of 23532940076 yuan in 2021. According to the relevant provisions of the company law and the articles of association, 10% of the net profit realized by the parent company in 2021 was allocated to the statutory surplus reserve of 2353294008 yuan, plus the undistributed profit at the beginning of the year of 17111371000 yuan, The profit available for distribution to shareholders of the parent company in 2021 was 38291017068 yuan. In view of the good operation of the company at present, in order to ensure the reasonable investment return of shareholders, on the premise of ensuring the normal operation and business development of the company, and comprehensively considering the reasonable return of investors and the long-term development needs of the company, the board of directors of the company formulates the profit distribution forecast for 2021 as follows:
The company's profit distribution plan for 2021 is as follows: Based on the total share capital of 533333400 shares on December 31, 2021, the company will distribute cash dividends of 1.19 yuan (including tax) to all shareholders for every 10 shares, with a total of 6353893821 yuan. The remaining undistributed profits will not be distributed temporarily and transferred to subsequent years. No bonus shares will be given in this year and no capital reserve will be transferred to share capital.
During the period from the disclosure date of the profit distribution plan to the date of equity distribution and equity registration, if the total share capital of the company changes, it will be adjusted accordingly according to the principle that the total distribution amount remains unchanged.
The independent directors of the company expressed their independent opinions on this proposal.
Voting results: 9 in favor, 0 against and 0 abstention. The proposal was considered and adopted.
For details, please refer to the company's website http://www.cn.info.com.cn on the same day Announcement on 2021 profit distribution plan disclosed by the company.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
6、 The meeting deliberated and adopted the proposal on the occupation of the company's funds and external guarantees by the controlling shareholders and other related parties. After deliberation by the board of directors, the controlling shareholders and other related parties of the company do not occupy the company's funds for non-profit, nor do they occupy the company's funds for non-profit from the controlling shareholders and other related parties that occurred in previous years and continued to the end of 2021, There is no situation that affects the independence of the company in a disguised form. In the process of operation and management, the company effectively eliminates the occupation of non operating funds by controlling shareholders and other related parties, and maintains its independence.
Ernst & Young Huaming Certified Public Accountants (special general partnership) issued a special statement on the occupation of non operating funds and other related capital transactions in 2021; The independent directors of the company expressed their independent opinions.
Voting results: 9 in favor, 0 against and 0 abstention. The proposal was considered and adopted.
For details, please refer to the company's website http://www.cn.info.com.cn on the same day Special instructions on occupation of non operating funds and other related capital transactions in 2021
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
7、 The meeting deliberated and approved the proposal on the special report on the deposit and actual use of the company's raised funds in 2021
After deliberation, the board of Directors believes that the deposit and use of the company's raised funds in 2021 comply with the relevant provisions of the China Securities Regulatory Commission and Shenzhen Stock Exchange on the deposit and use of raised funds of listed companies and the relevant provisions of the company's measures for the administration of raised funds.
The independent directors of the company have expressed their independent opinions on the proposal; Ernst & Young Huaming Certified Public Accountants (special general partnership) issued the assurance report; The recommendation institution issued special verification opinions.
Voting results: 9 in favor, 0 against and 0 abstention. The proposal was considered and adopted.
For details, please refer to the company's website http://www.cn.info.com.cn on the same day Special report on the deposit and actual use of raised funds in 2021 disclosed.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
8、 The meeting deliberated and adopted the proposal on the implementation of daily connected transactions in 2021 and the forecast of daily connected transactions in 2022
After deliberation, the board of Directors believes that the daily related party transactions between the company and related parties are transactions to meet the needs of the company's daily business development and specific project needs. The relevant transactions take the market fair price as the pricing principle and are carried out in accordance with the principles of fairness, openness and impartiality. There is no transfer of interests or damage to the interests of the company and minority shareholders. The company maintains independence with related parties in the transaction process, and the related parties have good performance ability, which is conducive to the continuous development of the company's normal business and will not have an adverse impact on the company's performance and financial status.
The proposal was approved by all independent directors in advance, and the independent opinions agreed were expressed; The recommendation institution issued special verification opinions.
For details, please refer to the company's website http://www.cn.info.com.cn on the same day The announcement on the confirmation of the company's daily connected transactions in 2021 and the prediction of daily connected transactions in 2022 disclosed.
Voting results: 4 in favor, 0 against and 0 abstention. The proposal was considered and adopted. Zhang Wei and Yang Linyong, affiliated directors, abstained from voting because they were directors nominated by affiliated parties; Song Hongjuan, Li Bo and Tian Xinyu avoided voting because they were directors of related parties.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
9、 The meeting deliberated and adopted the proposal on retroactive adjustment of enterprise merger under the same control
After deliberation, the board of Directors believes that the company's retrospective adjustment of the relevant financial statement data in the early stage of the business combination under the same control complies with the accounting standards for business enterprises issued by the state and its relevant guidelines, interpretations and relevant provisions of the company's accounting policies, and the retroactively adjusted financial statement objectively and truly reflects the company's financial status and actual operating results.
The independent directors of the company have expressed their independent opinions on this proposal.
Voting results: 9 in favor, 0 against and 0 abstention. The proposal was considered and adopted.
For details, please refer to the company's website http://www.cn.info.com.cn on the same day Announcement on retroactive adjustment of business combination under the same control.
10、 The meeting deliberated and adopted the proposal on the self-evaluation report of the company's internal control in 2021
After deliberation, the board of Directors believes that the company has maintained effective internal control in all major aspects in accordance with the requirements of the enterprise's internal control standard system and relevant regulations, and established a relatively complete, reasonable and effective internal control system in all aspects, which has been effectively implemented.
The independent directors of the company have expressed their independent opinions on this proposal, and the recommendation institution has issued special verification opinions.
Voting results: 9 in favor, 0 against and 0 abstention. The proposal was considered and adopted.
For details, please refer to the company's website http://www.cn.info.com.cn on the same day Self evaluation report on internal control in 2021 disclosed.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
11、 The meeting deliberated and adopted the proposal on renewing the appointment of audit institutions in 2022
The company plans to continue to employ Ernst & Young Huaming Certified Public Accountants (special general partnership) as the audit institution in 2022, and requests the general meeting of shareholders to authorize the management of the company to negotiate with Ernst & Young Huaming Certified Public Accountants (special general partnership) to determine relevant audit fees according to the specific audit requirements and audit scope of the company.
The proposal was approved by all independent directors in advance and expressed their agreed independent opinions.
Voting results: 9 in favor, 0 against and 0 abstention. The proposal was considered and adopted.
For details, please refer to the company's website http://www.cn.info.com.cn on the same day Announcement on reappointment of audit institutions in 2022 disclosed.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
12、 The meeting deliberated and adopted the proposal on Directors' remuneration (allowance) and senior managers' remuneration of the company in 2022
In combination with the actual situation of the company's operation and development and with reference to the salary level of the industry and region, the board of directors formulated the salary plan for directors, supervisors and senior managers in 2022.
1. 2022 annual remuneration plan for directors of the company
(1) Directors of the company who hold positions in the company will receive remuneration according to their positions and will not receive director's allowance separately;
(2) Directors who do not hold positions in the company do not receive remuneration and director allowance;
(3) The allowance for independent directors is 60000 yuan / year (before tax).
2. 2022 annual remuneration plan for senior managers
Senior managers of the company shall receive remuneration according to the specific positions they hold in the company and relevant remuneration regulations of the company.
The independent director agreed to the company's proposal.
Voting results: 9 in favor, 0 against and 0 abstention. The proposal was considered and adopted.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
13、 The meeting deliberated and adopted the proposal on Gemac Engineering Machinery Co.Ltd(301048) principal's business performance assessment measures
The independent directors of the company have expressed their independent opinions on this proposal.
Voting result: in favor of 9
