Securities code: Kede Numerical Control Co.Ltd(688305) securities abbreviation: Kede Numerical Control Co.Ltd(688305) Announcement No.: 2022015 Kede Numerical Control Co.Ltd(688305)
Announcement of resolutions of the 21st Meeting of the second 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 legal liabilities for the authenticity, accuracy and integrity of its contents according to law.
1、 Meetings of the board of supervisors
Kede Numerical Control Co.Ltd(688305) (hereinafter referred to as "the company") the board of supervisors sent the notice of convening the 21st Meeting of the second session of the board of supervisors by e-mail on March 28, 2022. The meeting was held on site in the company's conference room on April 7, 2022 and made resolutions. There are 3 supervisors of the company and 3 supervisors actually attending the meeting. The meeting is presided over by Mr. Wang Dawei, chairman of the board of supervisors. The convening, convening and voting of this meeting comply with the provisions of the company law and other laws and regulations and the articles of association, and the resolutions formed are legal and effective. 2、 Deliberation at the meeting of the board of supervisors
The meeting considered and adopted the following matters one by one:
1. Deliberated and passed the proposal on the work report of the board of supervisors in 2021
The board of supervisors reviewed and approved the contents of the work report of the board of supervisors in 2021.
Voting result: 3 affirmative votes; No negative vote; There were no abstentions.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
2. Deliberated and passed the proposal on the company's 2021 annual financial statement report
The financial report of the company for 2021 and the final accounts of the company for 2021 are objectively and accurately reflected by the board of supervisors.
Voting result: 3 affirmative votes; No negative vote; There were no abstentions.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
3. Deliberated and passed the proposal on the company's 2022 annual financial budget report
After deliberation, the board of supervisors considered that the 2022 annual financial budget report of the company was in line with the actual situation and future development plan of the company, and agreed with the contents of the 2022 annual financial budget report of the company.
Voting result: 3 affirmative votes; No negative vote; There were no abstentions.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
4. The proposal on the company's profit distribution plan for 2021 was reviewed and approved
After deliberation, the board of supervisors held that the company's profit distribution plan for 2021 fully considered the company's current capital situation and the needs of actual operation and development. As the net operating cash flow of the company in 2021 is negative, and the company is in the development stage of rapid growth of business scale and orders and gradual expansion of production capacity, undistributed profits are conducive to promoting the sustainable development of the company and meeting the needs of daily production and operation and project investment of the company. The 2021 annual profit distribution plan of the company does not violate relevant laws and regulations and the relevant provisions of the articles of association, and does not damage the interests of the company and all shareholders, especially the minority shareholders. Therefore, it is agreed that the 2021 annual profit distribution plan of the company will not distribute cash dividends, bonus shares or increase share capital with capital reserve.
Voting result: 3 affirmative votes; No negative vote; There were no abstentions.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Announcement on profit distribution plan for 2021 (Announcement No.: 2022016) disclosed.
5. Deliberated and passed the proposal on changes in accounting policies
After deliberation, the board of supervisors believes that the accounting policy change is a reasonable change in accordance with the requirements of the relevant implementation questions and answers of the accounting standards for business enterprises issued by the Ministry of Finance in 2021. The changed accounting policy can objectively and fairly reflect the company's financial situation and operating results, comply with the provisions of relevant laws and regulations and the articles of association, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders, Agree to the changes of the company's accounting policies.
Voting result: 3 affirmative votes; No negative vote; There were no abstentions.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) The disclosed announcement on changes in accounting policies (Announcement No.: 2022017).
6. The proposal on re employment of the company's audit institution and internal control audit institution in 2022 was deliberated and adopted
After deliberation, the board of supervisors believes that Lixin Certified Public Accountants (special general partnership) is qualified to engage in securities related businesses, has many years of experience in providing audit services for listed companies, and meets the requirements of providing professional audit work for the company. The company's reappointment of Lixin Certified Public Accountants (special general partnership) as the company's audit institution and internal control audit institution in 2022 complies with the provisions of relevant laws and regulations and will not damage the interests of the company and all shareholders, especially small and medium-sized shareholders. The decision-making process of the company's reappointment of Certified Public Accountants complies with relevant laws and regulations and the articles of association. Therefore, We agree to renew the appointment of Lixin Certified Public Accountants (special general partnership) as the company's audit institution and internal control audit institution in 2022 for one year.
Voting result: 3 affirmative votes; No negative vote; There were no abstentions.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Announcement on renewing the appointment of accounting firms (Announcement No.: 2022018).
7. The proposal on the prediction of the company's daily connected transactions was deliberated and adopted
After deliberation, the board of supervisors believes that the daily connected transactions expected to occur by the company are based on the needs of normal production, operation and business development, and the transaction price shall be determined by both parties through consultation with reference to the market price, following the principles of equality, voluntariness, fairness and justice, which will not have an adverse impact on the company's financial status and operating results, and there is no situation that will damage the interests of the company and all shareholders, especially small and medium-sized shareholders, The company will not form significant dependence on related parties due to the above connected transactions, which will not affect the independence of the company. The relevant decision-making procedures comply with the relevant provisions of laws and regulations and the articles of association. Therefore, the company agrees to the relevant contents of the proposal on the prediction of daily connected transactions of the company. Voting result: 2 affirmative votes; No negative vote; Mr. Wang Jianjun, the related supervisor, abstained from voting.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Announcement on the prediction of daily connected transactions of the company (Announcement No.: 2022019).
8. Deliberated and passed the proposal on the special report on the deposit and actual use of raised funds in Kede Numerical Control Co.Ltd(688305) 2021
After deliberation, the board of supervisors held that the company deposited, managed and used the raised funds in strict accordance with the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies, the company's management system for raised funds and other relevant provisions, and there was no illegal deposit and use of raised funds, and there was no damage to the overall interests of the company and all shareholders, especially small and medium-sized shareholders.
The special report on the deposit and actual use of raised funds in Kede Numerical Control Co.Ltd(688305) 2021 truthfully reflects the actual situation of the company's deposit and use of raised funds in 2021. The content is true, accurate and complete, and there are no false records, misleading statements or major omissions.
Voting result: 3 affirmative votes; No negative vote; There were no abstentions.
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 actual use of the company's raised funds in 2021 (Announcement No.: 2022020).
9. Deliberated and adopted the proposal on Kede Numerical Control Co.Ltd(688305) 2021 annual report and its summary
After deliberation, the board of supervisors believes that the contents of Kede Numerical Control Co.Ltd(688305) 2021 annual report and its abstract comply with the provisions of relevant laws and regulations, and the contents truly, accurately and completely reflect the company's financial status, operating results and other information, without any false records, misleading statements or major omissions. The board of supervisors reviewed and approved the contents of Kede Numerical Control Co.Ltd(688305) 2021 annual report and its summary.
Voting result: 3 affirmative votes; No negative vote; There were no abstentions.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Disclosed annual report of Kede Numerical Control Co.Ltd(688305) 2021 and its summary.
10. The proposal on confirming the remuneration of the company's supervisors in 2021 and determining the remuneration scheme in 2022 was deliberated and adopted
In accordance with the company law and other relevant laws and regulations as well as the articles of association, the company determines the remuneration of the company's supervisors in 2021 and the remuneration scheme in 2022 in combination with the actual operation, assessment system and post responsibilities of the company, and with reference to the remuneration level of the company's industry and region.
The proposal shall be submitted to the general meeting of shareholders for deliberation, and all supervisors shall withdraw from voting directly.
11. The proposal on the application of comprehensive credit line by the company and its holding subsidiaries in 2022 was passed. After deliberation, the board of supervisors held that the company and its holding subsidiaries planned to apply for a comprehensive credit line of no more than RMB 300 million from financial institutions in 2022 was in line with the company's business development plans and needs, conducive to meeting the company's capital needs, and the decision-making procedures were in line with the provisions of relevant laws and regulations, There is no situation that damages the interests of the company and all shareholders, especially minority shareholders.
Voting result: 3 affirmative votes; No negative vote; There were no abstentions.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Announcement on the application for comprehensive credit line by the company and its holding subsidiaries in 2022 (Announcement No.: 2022022).
12. The proposal on the use of idle self owned funds for cash management by the company and its holding subsidiaries was deliberated and adopted
After deliberation, the board of supervisors believes that the company and its holding subsidiaries use idle self owned funds of no more than RMB 200 million for cash management and purchase investment products sold by financial institutions with high safety, good liquidity and legal business qualification without affecting the safety and normal production and operation of their own funds, which is conducive to improving the use efficiency of idle self owned funds of the company and its holding subsidiaries, In line with the principle of maximizing the interests of the company and shareholders. The relevant decision-making procedures comply with relevant laws and regulations and the relevant provisions of the articles of association, and there is no situation that damages the overall interests of the company and all shareholders, especially the minority shareholders. Therefore, it is agreed that the company and its holding subsidiaries use idle self owned funds for cash management.
Voting result: 3 affirmative votes; No negative vote; There were no abstentions.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Announcement on the company and its holding subsidiaries using idle self owned funds for cash management (Announcement No.: 2022023).
13. The proposal on requesting the general meeting of shareholders to authorize the board of directors to issue shares to specific objects through summary procedures was deliberated and adopted
After deliberation, the board of supervisors held that the proposal submitted by the board of directors to the general meeting of shareholders to authorize the board of directors to issue shares to specific objects in a simple procedure met the relevant provisions of relevant laws and regulations and the articles of association, met the development needs of the company, the relevant decision-making procedures were legal and effective, and there was no situation damaging the overall interests of the company and all shareholders, especially small and medium-sized shareholders. Therefore, Agree to the proposal on requesting the general meeting of shareholders to authorize the board of directors to issue shares to specific objects through summary procedures.
Voting result: 3 affirmative votes; No negative vote; There were no abstentions.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Announcement on requesting the general meeting of shareholders to authorize the board of directors to issue shares to specific objects through summary procedures (Announcement No.: 2022024).
It is hereby announced.
Kede Numerical Control Co.Ltd(688305) board of supervisors April 11, 2022
