Securities code: Jiangsu Nanfang Bearing Co.Ltd(002553) securities abbreviation: Jiangsu Nanfang Bearing Co.Ltd(002553) Announcement No.: 2021014
Jiangsu Nanfang Bearing Co.Ltd(002553)
Announcement on the resolutions of the 16th meeting of the 5th 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. Jiangsu Nanfang Bearing Co.Ltd(002553) (hereinafter referred to as “the company”) sent a notice on convening the 16th meeting of the 5th board of directors to all directors through e-mail, telephone, SMS and other means on April 1, 2022.
2. The meeting was held on the morning of April 11, 2022 in the conference room on the second floor of the company in the form of on-site combined communication. 3. There are 9 directors who should attend the meeting and 9 directors who actually attended the meeting, including Mr. Chen Yi, an independent director, who attended the meeting by means of communication.
4. The meeting was presided over by Mr. Shi Jianwei, chairman of the board of directors, and the supervisors and senior managers of the company attended the meeting as nonvoting delegates. 5. The convening, convening and voting procedures of this meeting comply with the company law of the people’s Republic of China and other relevant laws and regulations and the relevant provisions of the articles of association.
2、 Deliberations of the board meeting
After full deliberation by the directors attending the meeting, the meeting adopted the method of open ballot to vote each proposal of the meeting one by one, and formed and passed the following resolutions:
1. The proposal on the 2021 annual general manager’s work report of the company was deliberated and adopted by 9 votes in favor, 0 abstentions and 0 votes against;
During the reporting period, the general manager led the company’s management to strictly implement the resolutions of the general meeting of shareholders and the board of directors, earnestly perform their duties, make overall planning, coordinate the work of various departments, promote the market development, technology research and development, production and operation, quality control, information and standardization projects of new projects, and achieved good performance, laying a good foundation for high-quality development in the future. The board of directors unanimously agreed to adopt its work report.
2. The proposal on the 2021 annual work report of the board of directors of the company was deliberated and adopted by 9 votes in favor, 0 abstentions and 0 votes against;
For details, please refer to the company’s publication on cninfo.com on the same day（ http://www.cn.info.com.cn. ）The company’s 2021 annual report on the work of the board of directors.
Ms. Liu Xueqin reported on her duties at the 2021 annual meeting of independent directors of the company. For details, please refer to the company’s publication on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Report on the work of independent directors in 2021.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
3. The proposal on the company’s 2021 annual financial statement was deliberated and adopted by 9 votes in favor, 0 abstention and 0 opposition;
In 2021, the company achieved an operating revenue of 5960214 million yuan, a year-on-year increase of 28%, and the net profit attributable to shareholders of listed companies after deducting non recurring profits and losses was 833781 million yuan, a year-on-year increase of 28%. At the end of 2021, the total assets of the company were 1475650300 yuan, an increase of 15% over the beginning of the year, and the net assets attributable to shareholders of listed companies were 1206523400 yuan, an increase of 15% over the beginning of the year. The 2021 financial statements of the company have been audited by Tianheng Certified Public Accountants (special general partnership) and issued a standard unqualified audit report.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
4. The proposal on the 2021 annual report and summary of the company was deliberated and adopted by 9 votes in favor, 0 abstentions and 0 votes against;
After review, all members of the board of directors believe that the preparation and review procedures of the full text and abstract of the 2021 annual report comply with the laws, administrative regulations and the provisions of the CSRC. The contents of the report truly, accurately and completely reflect the company’s business and financial conditions, and there are no false records, misleading statements or major omissions. The full text and abstract of the annual report of the company have been published on the designated information disclosure website cninfo.com on the same day
（ http://www.cn.info.com.cn. ）The summary of the annual report was published in the securities times and China Securities Journal on April 12, 2022 (Announcement No.: 2022016).
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
5. The proposal on the company’s self-evaluation report on internal control in 2021 was deliberated and adopted by 9 votes in favor, 0 abstention and 0 opposition;
The independent directors of the company expressed independent opinions on the motion. For details, please refer to the company’s website on the same day（ http://www.cn.info.com.cn. ）The company’s self-evaluation report on internal control in 2021 and independent directors’ independent opinions on relevant matters considered at the 16th meeting of the Fifth Board of directors and other relevant matters.
6. The proposal on renewing the appointment of accounting firm of the company was deliberated and approved by 9 votes in favor, 0 abstention and 0 opposition;
After deliberation, the board of directors of the company considered that Tianheng Certified Public Accountants (special general partnership) was able to fulfill its duties in accordance with relevant national regulations and the requirements of Certified Public Accountants’ practice norms, follow independent, objective and impartial professional standards, carry out audit work, express audit opinions independently and objectively, and better complete the audit of the company’s financial report in 2021, It is proposed to continue to appoint Tianheng Certified Public Accountants (special general partnership) as the auditor of the company’s 2022 financial report for one year.
For details, please refer to cninfo.com, the company’s designated information disclosure website（ http://www.cn.info.com.cn. ）And the announcement on renewing the appointment of accounting firms (Announcement No.: 2022017) issued by the securities times and China Securities News on the same day.
The independent directors of the company expressed independent opinions on the proposal. See the company’s website at cninfo.com for details（ http://www.cn.info.com.cn. ）Independent opinions of independent directors on relevant matters and other relevant matters considered at the 16th meeting of the Fifth Board of directors issued on the same day last year.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
7. The proposal on the company’s remuneration plan for directors, supervisors and senior managers in 2022 was deliberated and adopted by 9 votes in favor, 0 abstentions and 0 votes against;
The remuneration and assessment committee of the board of directors of the company held the third meeting of the fifth session on February 25, 2022, and deliberated and adopted the proposal on the remuneration and assessment of directors, supervisors and senior managers in 2021 and the remuneration scheme of directors, supervisors and senior managers in 2022.
The remuneration scheme of directors, supervisors and senior managers of the company in 2022 is as follows:
(1) Remuneration of non independent directors
Non independent directors holding management positions in the company shall receive post remuneration according to their management positions, and the remuneration standard shall be determined according to the specific management positions held by them according to the relevant remuneration system of the company.
(2) Remuneration of independent directors
The allowance for independent directors of the company is 72000 yuan / year (before tax).
(3) Remuneration of supervisors
Supervisors holding management positions in the company receive job remuneration according to their management positions, and do not receive supervisor allowance. The salary standard is determined according to the specific management positions they hold according to the relevant salary system of the company.
(4) Executive compensation
Senior managers of the company shall be paid according to the specific management positions they hold in the company and the relevant salary regulations of the company. The senior management of the company adopts the annual salary system, including basic salary and performance salary. The basic salary is paid every month according to the standard. The performance salary is paid at the end of the quarter and the end of the year according to the quarterly and annual evaluation results and combined with the company’s business performance and other factors.
The independent directors of the company expressed independent opinions on the motion. For details, please refer to the company’s website on the same day（ http://www.cn.info.com.cn. ）Independent directors’ independent opinions on the deliberation of relevant matters and other relevant matters at the 16th meeting of the Fifth Board of directors of the company.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
8. The proposal on the company’s profit distribution plan for 2021 was deliberated and adopted by 9 votes in favor, 0 abstention and 0 opposition;
Audited by Tianheng Certified Public Accountants (special general partnership), the parent company achieved net profit in 2021
19928915693 yuan. According to the company law and Jiangsu Nanfang Bearing Co.Ltd(002553) articles of association, 10% (i.e. 1992891569 yuan) of the company’s net profit is included in the company’s statutory surplus reserve. With the accumulated undistributed profit of 5086223896 yuan in previous years, the company’s actual profit available for distribution to shareholders in 2021 is 68798263083 yuan.
Based on the total share capital of 348 million shares at the end of 2021, the company plans to distribute a cash dividend of RMB 2.00 (including tax) for every 10 shares to all shareholders, with a total cash distribution of RMB 69 Shanghai Pudong Development Bank Co.Ltd(600000) . After this profit distribution, the remaining undistributed profits of the company are transferred to the next year. In this year, 0 bonus shares will be given, and the share capital will not be increased.
Before the implementation of this profit distribution plan, if the total share capital of the company changes due to the conversion of convertible bonds into shares, share repurchase, equity incentive exercise, refinancing and listing of new shares, the distribution proportion will be adjusted accordingly according to the principle that the total distribution amount remains unchanged.
The independent directors of the company agreed that the distribution plan reflects the company’s return to shareholders, meets the needs of the company’s development strategy and is reasonable. They agreed to submit the plan to the 2021 annual general meeting of shareholders for deliberation.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation and approval.
9. The proposal on the company’s application for comprehensive credit line and guarantee from the bank was deliberated and adopted with 9 votes in favor, 0 abstentions and 0 votes against;
In 2022, the company plans to apply to relevant banks for a comprehensive credit line of no more than RMB (including) 500 million (the specific line shall be subject to the final credit of each bank). The credit types include all kinds of loans, letter of guarantee, letter of credit, acceptance bill, etc., and the credit term shall not exceed three years. The company uses land use rights, real estate and other assets as collateral and pledge guarantee for its loans, or other units provide guarantee for the company’s loans.
The board of directors of the company requests the general meeting of shareholders of the company to authorize the chairman of the company to sign all legal documents related to credit, loan and guarantee on behalf of the company within the above credit scope; The authorization period is three years from the date of approval by the general meeting of shareholders of the company. Within the credit period, the credit line can be recycled.
The independent directors of the company expressed independent opinions on the motion. For details, please refer to the company’s website on the same day（ http://www.cn.info.com.cn. ）Independent directors’ independent opinions on the deliberation of relevant matters and other relevant matters at the 16th meeting of the Fifth Board of directors of the company.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
10. With 9 votes in favor, 0 abstention and 0 against, the proposal on the company using its own idle funds to choose the opportunity to buy medium and short-term low-risk financial products was deliberated and adopted;
On the premise of ensuring the company’s daily operation capital demand and capital safety, in line with the principle of maximizing the interests of shareholders, better maintain and increase the value of the company’s assets, improve the utilization rate of the company’s idle self owned funds, save financial expenses and increase the company’s income. The company will use idle self owned funds of no more than (including) 500 million yuan to timely purchase medium and short-term low-risk financial products with a term of no more than 12 months, including but not limited to principal guaranteed, medium and low-risk financial products, low-risk trust products, income certificates, structured deposits, etc., but excluding domestic and foreign stocks, securities investment funds and other securities and their derivatives, And the projects that cannot be invested as expressly stipulated by the regulatory authorities. The maximum amount of the above financial products purchased by the company shall not exceed (including) RMB 500 million, and the balance can be used for rolling and recycling.
The board of directors of the company requests the general meeting of shareholders of the company to authorize the chairman of the company to approve the specific operation plan for the purchase of the company’s daily financial products and sign relevant agreements and documents within the above investment amount and investment period. The authorization period shall be within three years from the date of approval by the general meeting of shareholders of the company.
For details, please refer to cninfo.com, the company’s designated information disclosure website（ http://www.cn.info.com.cn. ）And the announcement on using its own idle funds to choose an opportunity to purchase medium and short-term low-risk financial products (Announcement No.: 2022018) issued on the same day by the securities times and China Securities News.
The independent directors of the company expressed independent opinions on the proposal. See the company’s website at cninfo.com for details（ http://www.cn.info.com.cn. ）Independent opinions of independent directors on relevant matters and other relevant matters considered at the 16th meeting of the Fifth Board of directors issued on the same day last year.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
11. The proposal on the company’s financial derivatives trading was deliberated and adopted by 9 votes in favor, 0 abstention and 0 opposition;
In order to effectively reduce and avoid the uncertain impact of exchange rate fluctuations on the company’s main business income, the company plans to carry out exchange rate risk management financial derivatives trading business with relevant banks with its own funds at an appropriate time with a maximum amount of no more than (including) RMB 200 million or equivalent foreign currency.
Financial derivatives include but are not limited to forward, futures, swaps (swaps), options and other products and combinations of the above products. The board of directors of the company requests the general meeting of shareholders of the company to authorize the chairman of the company to decide on specific financial derivatives transactions, and authorize the chairman of the company to approve the specific operation scheme of the company’s daily financial derivatives transactions and sign relevant agreements and documents within the above authorization limit and period. The authorization period shall be within 12 months from the date of deliberation and approval by the general meeting of shareholders. Within the scope of authorization, it can flexibly cycle rolling operation.
Please refer to the company for details
