Securities code: China National Gold Group Gold Jewellery Co.Ltd(600916) securities abbreviation: China National Gold Group Gold Jewellery Co.Ltd(600916) Announcement No.: 2021018 China National Gold Group Gold Jewellery Co.Ltd(600916)
Announcement of resolutions of the 14th meeting of the first 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
China National Gold Group Gold Jewellery Co.Ltd(600916) (hereinafter referred to as “the company”) the notice of the 14th meeting of the first board of supervisors was sent to all supervisors by e-mail and written delivery on March 28, 2022. The meeting was held in Beijing on April 7, 2022 in the form of on-site communication. 4 supervisors should be present at the meeting and 4 actually. The meeting was presided over by Mr. Wang Wanming, chairman of the board of supervisors. The convening, convening and voting procedures of this meeting comply with the provisions of the company law of the people’s Republic of China and the China National Gold Group Gold Jewellery Co.Ltd(600916) articles of Association (hereinafter referred to as the “articles of association”), and the resolutions made are legal and effective.
2、 Deliberation at the meeting of the board of supervisors
After effective deliberation and voting at the meeting, the resolution is as follows:
（1） The proposal on the work report of the board of supervisors in 2021 was considered and adopted.
Voting results: 4 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(II) deliberated and passed the proposal on the company’s financial final accounts report in 2021.
Voting results: 4 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(III) deliberated and passed the proposal on the company’s financial budget report for 2022.
Voting results: 4 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(IV) deliberated and passed the proposal on the company’s profit distribution plan for 2021.
Voting results: 4 in favor, 0 against and 0 abstention.
It is agreed that the company will distribute dividends to all shareholders for every 10 shares based on the total share capital on the registration date of dividends and dividends
The cash dividend is 2.40 yuan (including tax), and the remaining undistributed profit is carried forward to subsequent years. As of April 11, 2022, the total share capital of the company is 168000000000 shares. Based on the total share capital, the total cash dividend is expected to be 40320000000 yuan, accounting for 50.75% of the net profit attributable to the common shareholders of the listed company in 2021. The company’s capital reserve will not be converted into share capital in 2021. If the total share capital of the company changes from the date of disclosure of the profit distribution plan in 2021 to the date of registration of dividends and dividends, the company plans to keep the total distribution unchanged and adjust the distribution amount per share accordingly.
The board of supervisors believes that the profit distribution plan of the company in 2021 complies with the articles of association and other relevant provisions, reflects the company’s long-term dividend policy, can ensure the stable return of shareholders and is conducive to the long-term and healthy development of the company. Agree to the profit distribution plan.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Announcement on the profit distribution plan for 2021 (Announcement No.: 2022019).
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(V) the proposal on the full text and summary of the company’s annual report for 2021 was deliberated and adopted.
Voting results: 4 in favor, 0 against and 0 abstention.
The board of supervisors believes that the content and format of the company’s 2021 annual report comply with the provisions of the CSRC and Shanghai Stock Exchange, and the information disclosed truly and completely reflects the company’s business management and financial status during the reporting period; The preparation and review procedures of the company’s 2021 annual report comply with laws, regulations, the articles of association and the company’s internal management system; The members of the board of supervisors of the company did not find that the personnel involved in the preparation and deliberation of the 2021 annual report had violated the confidentiality provisions; The members of the board of supervisors of the company guarantee that the information disclosed in the 2021 annual report of the company is true, accurate and complete without false records, misleading statements and major omissions, and bear individual joint and several liabilities for the authenticity, accuracy and integrity of its contents.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) The full text and summary of the 2021 annual report disclosed are published in the summary of the 2021 annual report of Shanghai Securities News, China Securities News, securities times, securities daily and economic information daily.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(VI) the company’s annual evaluation report on internal control 2021.
Voting results: 4 in favor, 0 against and 0 abstention.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Internal control evaluation report in 2021 (Announcement No.: 2022020) disclosed.
(VII) deliberated and passed the proposal on bank credit line in 2022.
Voting results: 3 in favor, 0 against and 0 abstention.
Related supervisor Wang Zhenghao avoided voting.
The board of supervisors believes that the company has fulfilled relevant decision-making procedures on bank credit granting in 2022, and the voting procedures comply with relevant laws, regulations and the articles of association. There is no situation that damages the interests of the company and all shareholders.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(VIII) deliberated and passed the proposal on the prediction of the company’s annual daily connected transactions in 2022.
Voting results: 3 in favor, 0 against and 0 abstention.
Wang Wanming, a related supervisor, avoided voting on this proposal.
The board of supervisors believes that the company expects to perform relevant decision-making procedures for daily related party transactions in 2022, and the voting procedures comply with relevant laws, regulations and the articles of association. The above-mentioned related party transactions are due to the needs of production and operation, and will follow the basic principles of good faith, compensation for equal value, fairness, voluntariness, rationality and fairness. The pricing of related party transactions is fair and there is no situation that damages the interests of the company and all shareholders.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Announcement on the prediction of the company’s annual daily connected transactions in 2022 (Announcement No.: 2022021).
(IX) deliberated and passed the proposal on the remuneration of supervisors of the company in 2021.
Voting results: 2 in favor, 0 against and 0 abstention.
Related supervisors Li Weidong and Jiang Yuntao avoided voting on this proposal.
According to the company’s annual operation and management objectives and their completion, and in combination with the responsibilities undertaken by each supervisor, the total remuneration received by all supervisors of the company in 2021 was RMB 96718952. The specific remuneration of each supervisor is detailed in Section IV of the company’s annual report 2021.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(x) deliberated and passed the proposal on the company’s use of its own funds to pay equal replacement funds for raised investment projects.
Voting results: 4 in favor, 0 against and 0 abstention.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Announcement on using self owned funds to pay equal replacement funds for raised investment projects (Announcement No.: 2022023).
（11） The proposal on the company’s special report on the deposit and use of raised funds in 2021 was reviewed and approved.
Voting results: 4 in favor, 0 against and 0 abstention.
The board of supervisors believes that the deposit and use of the company’s raised funds comply with the relevant provisions of the CSRC and Shanghai Stock Exchange on the management and use of the raised funds of listed companies, there is no illegal use of the raised funds, and there is no change or disguised change in the investment direction of the raised funds and damage to the interests of shareholders. The company’s special report on the deposit and use of raised funds in 2021 is true, accurate and complete, free of false records, misleading statements and major omissions, complies with the provisions of relevant laws and regulations, and truthfully reflects the actual deposit and use of raised funds.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Special report on the deposit and use of raised funds in 2021 (Announcement No.: 2022022).
It is hereby announced.
China National Gold Group Gold Jewellery Co.Ltd(600916) board of supervisors April 11, 2022
