Securities code: Zhejiang Dayuan Pumps Industry Co.Ltd(603757) securities abbreviation: Zhejiang Dayuan Pumps Industry Co.Ltd(603757) Announcement No.: 2022024 Zhejiang Dayuan Pumps Industry Co.Ltd(603757)
Announcement of resolutions of the 9th meeting of the 3rd board of supervisors
The board of supervisors and all supervisors 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 supervisors
(I) Zhejiang Dayuan Pumps Industry Co.Ltd(603757) (hereinafter referred to as “the company”) the ninth meeting of the third board of supervisors (hereinafter referred to as “the meeting”) was held in the company’s conference room on April 7, 2022, and the meeting notice was sent to all supervisors by e-mail on March 28, 2022;
(II) three supervisors should attend the meeting and three actually attended the meeting. Kou Jian, chairman of the board of supervisors of the company, presided over the meeting;
(III) the meeting adopts on-site voting;
(IV) the meeting was convened and held in accordance with the company law of the people’s Republic of China, the Listing Rules of Shanghai Stock Exchange and the Zhejiang Dayuan Pumps Industry Co.Ltd(603757) articles of Association (hereinafter referred to as the “articles of association”).
2、 Deliberation at the meeting of the board of supervisors
1. Deliberated and adopted the work report of the board of supervisors in 2021
The voting result of this proposal: 3 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
The voting result of this proposal: 3 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
3. Deliberated and adopted the 2021 annual internal control evaluation report
The voting result of this proposal: 3 in favor, 0 against and 0 abstention.
4. Deliberated and adopted the annual report for 2021 and its summary
The written review opinions of the board of supervisors are as follows:
In accordance with the relevant provisions of the securities law and the notice on the disclosure of 2021 annual report of companies listed on the main board of Shanghai Stock Exchange, as the supervisor of the company, we have carefully and strictly reviewed the 2021 annual report and report summary of the company, and put forward the written review opinions as follows:
（1） The preparation and deliberation of the company’s 2021 annual report and report summary comply with the relevant provisions of laws, regulations, the articles of association and the company’s internal management system;
（2） The content and format of the company’s 2021 annual report comply with the provisions of the China Securities Regulatory Commission and the Shanghai Stock Exchange, and the information contained truly reflects the operation, management and financial status of the company in the reporting period from all aspects;
（3） The personnel involved in the preparation and deliberation of the 2021 annual report shall strictly abide by the confidentiality provisions and have no acts detrimental to the interests of the company and investors;
The voting result of this proposal: 3 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
5. Reviewed and approved the profit distribution plan for 2021
The board of supervisors believes that the profit distribution plan for 2021 proposed by the board of directors complies with relevant laws, regulations and the articles of association, and there is no damage to the interests of shareholders of the company, especially small and medium-sized shareholders. Agree to the plan.
The voting result of this proposal: 3 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
6. The special report on the deposit and actual use of raised funds in 2021 was reviewed and adopted
The board of supervisors believes that the deposit and actual use of the company’s raised funds 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 of listed companies (revised in 2022) and the guidelines for the self discipline supervision of listed companies on Shanghai Stock Exchange No. 1 – standardized operation, and there is no harm to the interests of shareholders, especially small and medium-sized shareholders. Agree to the proposal.
The voting result of this proposal: 3 in favor, 0 against and 0 abstention.
7. Deliberated and passed the proposal on the prediction of daily connected transactions in 2022
The board of supervisors believes that the daily transactions between the company and related parties are based on the needs of the company to maintain normal production and operation, which helps the company use the resources and advantages owned by related parties to serve the production and operation of the company, and is in the interests of the company and all shareholders. The related party transaction has no adverse impact on the company’s financial status, production and operation, and does not damage the interests of the company and shareholders, especially minority shareholders. Agree to the proposal.
7-1. It is approved to conduct related party procurement from Hanshan Daxing metal products Co., Ltd. and it is estimated that the annual transaction amount will not exceed 9.6 million yuan in 2022;
Kou Jian, the related supervisor, avoided voting, and the other two supervisors unanimously passed.
7-2. It is approved to conduct related party procurement from Wenling Dayuan Petroleum Sales Co., Ltd. and it is estimated that the annual transaction amount will not exceed 4 million yuan in 2022;
Kou Jian, the related supervisor, avoided voting, and the other two supervisors unanimously passed.
7-3. It is considered and agreed to carry out related sales to Yancheng fat tower Trading Co., Ltd., which is indirectly controlled by Yu Yujiao. It is estimated that the transaction amount to Yancheng fat tower Trading Co., Ltd. in 2022 will not exceed 2.7 million yuan;
Kou Jian, the related supervisor, avoided voting, and the other two supervisors unanimously passed.
7-4. After deliberation, it is agreed to carry out related party sales to Yanghai. It is estimated that the annual transaction amount in 2022 will not exceed 200000 yuan.
All three supervisors passed unanimously.
8. Deliberated and passed the proposal on renewing the appointment of accounting firms
The board of supervisors believes that the relevant selection and employment decision-making procedures comply with the relevant provisions of laws, regulations, normative documents and the articles of association, and agrees to this matter.
The voting result of this proposal: 3 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
9. The proposal on confirming the remuneration of directors, supervisors and senior managers of the company in 2021 and formulating the remuneration plan in 2022 was reviewed and approved
The voting result of this proposal: 3 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
10. Deliberated and passed the proposal on repurchase and cancellation of some restricted shares
The restricted shares of the company that have been granted for the first time in 2020 and the restricted shares that have not been granted in the second period of the incentive plan but have not been cancelled after the verification of the board of supervisors in 2020, and the restricted shares of the company that have been granted for the first time in 2020 will be cancelled The restricted shares that have not reached the unlocking conditions for the first lifting of the sales restriction period reserved in the 2020 restricted stock incentive plan will be repurchased and cancelled. The total number of restricted shares to be repurchased and cancelled by the company this time is 1382400, which is in line with the administrative measures for equity incentive of listed companies and other laws and regulations and the relevant provisions of the company’s 2020 restricted stock incentive plan, It is agreed that the company will handle the share cancellation registration and reduction of registered capital involved in this repurchase cancellation in accordance with relevant regulations. The cancellation of this repurchase will not affect the continuous implementation of the company’s aforementioned incentive plan. Agree to this proposal.
The voting result of this proposal: 3 in favor, 0 against and 0 abstention.
It is hereby announced.
Zhejiang Dayuan Pumps Industry Co.Ltd(603757) board of supervisors April 8, 2022
