Securities code: Changshu Tianyin Electromechanical Co.Ltd(300342) securities abbreviation: Changshu Tianyin Electromechanical Co.Ltd(300342) announcement Code: 2022011 Changshu Tianyin Electromechanical Co.Ltd(300342)
Announcement of resolutions of the 20th meeting of the Fourth 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.
1、 Meetings of the board of directors
1. Changshu Tianyin Electromechanical Co.Ltd(300342) (hereinafter referred to as “the company”) the notice of the 20th meeting of the Fourth Board of directors was served on all directors on March 28, 2022.
2. On April 8, 2022, the board of directors was held in the conference room of the company at No. 8 Yingbin Road, Bixi new area, Changshu City, Jiangsu Province by means of on-site and communication voting.
3. Nine directors should be present at this board meeting, and actually nine directors.
4. The meeting was presided over by the chairman Mr. Cai Jianwen, and the supervisors of the company attended the meeting as nonvoting delegates.
5. The convening of this board meeting complies with the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
2、 Deliberations of the board meeting
1. The proposal on the work report of the general manager of Changshu Tianyin Electromechanical Co.Ltd(300342) 2021 was deliberated and adopted
After carefully listening to and considering the general manager’s work report for 2021 made by Mr. Zhao Yunwen, the general manager of the company, all the directors attending the meeting believed that the report objectively and truly reflected the work done by the company’s management to fully implement the annual objectives issued by the board of directors in 2021, and the content of the report involved the review of the company’s main work in 2021 and the main work plan in 2022.
The proposal was deliberated and approved by the voting of the directors present at the meeting.
Voting results: 9 in favor, 0 against and 0 abstention.
2. The proposal on the work report of the board of directors of Changshu Tianyin Electromechanical Co.Ltd(300342) 2021 was deliberated and adopted
After carefully listening to the work report of the board of directors in 2021 made by chairman Cai Jianwen, all participants believed that the report objectively and truly reflected the work of the board of directors in 2021. See Section IV “corporate governance” of the full text of the company’s 2021 annual report disclosed on the gem information disclosure website designated by the CSRC for details of the work report of the board of directors in 2021.
Zhang Mengyou, Ren Di and Zhou Mei, the current independent directors of the company, and Fu Guanqiang and Wu Shangjie, the former independent directors of the company, respectively submitted the report on the work of independent directors in 2021 to the board of directors and will report on their work at the 2021 annual general meeting of shareholders of the company. The specific contents of the report are detailed in the relevant announcements published by the company on the gem information disclosure website designated by the CSRC.
Voting results: 9 in favor, 0 against and 0 abstention.
The board of directors agreed to submit this proposal to the general meeting of shareholders of the company for deliberation.
3. The proposal on Changshu Tianyin Electromechanical Co.Ltd(300342) 2021 annual report and summary of annual report was deliberated and adopted
All directors attending the meeting carefully reviewed the full text and summary of the company’s 2021 annual report and believed that the company’s 2021 annual report truly reflected the company’s financial situation and operating results in 2021, and there were no false records, misleading statements and major omissions.
Voting results: 9 in favor, 0 against and 0 abstention.
The board of directors agreed to submit this proposal to the general meeting of shareholders of the company for deliberation.
For details, see the relevant announcement on the gem information disclosure website designated by the China Securities Regulatory Commission.
4. The proposal on Changshu Tianyin Electromechanical Co.Ltd(300342) 2021 annual financial statement report was deliberated and adopted
In 2021, the company realized a total operating revenue of 10391490 yuan, an increase of 15.67% over the same period of last year; The total profit was 1151761 million yuan, a decrease of 21.32% over the same period of last year; The net profit attributable to the shareholders of the listed company was 996307 million yuan, a decrease of 21.91% over the same period of the previous year; The deducted non net profit attributable to shareholders of listed companies was 925176 million yuan, a decrease of 23.90% over the same period of last year.
The directors attending the meeting believed that the company’s 2021 financial statement 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 board of directors agreed to submit this proposal to the general meeting of shareholders of the company for deliberation.
For details, see the relevant announcement on the gem information disclosure website designated by the China Securities Regulatory Commission.
5. The proposal on Changshu Tianyin Electromechanical Co.Ltd(300342) 2021 annual profit distribution plan was deliberated and adopted
The profit distribution plan for this year is as follows: it is proposed to distribute cash of RMB 1.00 (tax included) for every 10 shares to all shareholders based on the total share capital of 425035113 shares of the company on December 31, 2021, with a total cash dividend of RMB 4250351130 (tax included), and the remaining undistributed profits will be carried forward for subsequent annual distribution.
The independent directors of the company expressed their consent on this matter. The profit distribution plan needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation and approval, and the general meeting of shareholders shall authorize the board of directors to handle specific matters related to the equity distribution.
Voting results: 9 in favor, 0 against and 0 abstention.
The board of directors agreed to submit this proposal to the general meeting of shareholders of the company for deliberation.
For details, see the relevant announcement on the gem information disclosure website designated by the China Securities Regulatory Commission.
6. The proposal on self evaluation report of internal control in Changshu Tianyin Electromechanical Co.Ltd(300342) 2021 was deliberated and adopted
The company has established a relatively sound and perfect internal control system in accordance with the requirements of laws and regulations such as the basic norms of enterprise internal control, the guidelines for the evaluation of enterprise internal control and the guidelines for the self discipline supervision of Listed Companies in Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on gem, and all systems can be effectively implemented. The internal control evaluation report of the company in 2021 truly, completely and accurately reflects the construction and operation of the company’s internal control. Independent directors gave independent opinions on the internal control self-evaluation report, and zhongxinghua Certified Public Accountants (special general partnership) issued an assurance report.
The proposal was deliberated and approved by the voting of the directors present at the meeting.
Voting results: 9 in favor, 0 against and 0 abstention.
For details, see the relevant announcement on the gem information disclosure website designated by the China Securities Regulatory Commission.
7. The proposal on applying for comprehensive credit line from the bank was deliberated and adopted
In order to meet the needs of the company’s production, operation and development and ensure the normal development of the company’s business, the company plans to apply to the bank for a comprehensive credit line with a total amount of no more than RMB 720 million. The credit line is used to handle short-term working capital loans, bank acceptances, various guarantees, letters of credit, bill discount and other businesses required for daily production and operation. The credit term is one year.
The above credit line and term of the company shall be subject to the credit line and term actually approved by the bank, and the specific financing amount will be determined according to the actual needs of the company’s working capital.
The proposal was deliberated and approved by the voting of the directors present at the meeting.
There were no affirmative votes and 9 abstentions.
For details, see the relevant announcement on the gem information disclosure website designated by the China Securities Regulatory Commission.
3、 Documents for future reference
1. Resolutions of the 20th meeting of the 4th board of directors of the company;
2. Independent opinions of independent directors on matters related to the 20th meeting of the Fourth Board of directors of the company; 3. Other documents required by Shenzhen Stock Exchange.
It is hereby announced.
Changshu Tianyin Electromechanical Co.Ltd(300342) board of directors April 8, 2022
