Securities code: Jiangsu Nanfang Bearing Co.Ltd(002553) securities abbreviation: Jiangsu Nanfang Bearing Co.Ltd(002553) Announcement No.: 2021015 Jiangsu Nanfang Bearing Co.Ltd(002553)
Announcement of resolutions of the 11th meeting of the 5th board of supervisors
The company and all members of the board of supervisors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Meetings of the board of supervisors
1. Jiangsu Nanfang Bearing Co.Ltd(002553) (hereinafter referred to as “the company”) sent a notice on convening the 11th meeting of the 5th board of supervisors to the supervisors of the company through e-mail, telephone, SMS and other means on April 1, 2022.
2. The meeting was held in the conference room on the second floor of the company on the morning of April 11, 2022.
3. There are 3 supervisors who should attend the meeting and 3 supervisors who actually attend the meeting.
4. The meeting was presided over by Mr. Yang Wenjin, chairman of the board of supervisors.
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、 Deliberation at the meeting of the board of supervisors
After full deliberation by the supervisors attending the meeting, the meeting voted on the proposals of the meeting item by item by open ballot, and the following resolutions were formed and adopted:
1. The proposal on the work report of the board of supervisors in 2021 was deliberated and adopted by 3 votes in favor, 0 abstention and 0 opposition;
For details, please refer to the company’s publication on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Upper
2. The proposal on the company’s 2021 annual financial statement was deliberated and adopted by 3 votes in favor, 0 abstention and 0 objection;
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.
The board of supervisors of the company believes that the financial statement of the company in 2021 objectively, truly and accurately reflects the financial situation and operating results of the company in 2021, and there are no false records, misleading statements or major omissions. 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 2021 annual report and summary of the company was deliberated and adopted by 3 votes in favor, 0 abstention and 0 objection;
The company’s 2021 annual financial report, which is reviewed by the CSRC, contains false and incomplete contents, which are inconsistent with the provisions of the laws and regulations of the CSRC, or all the members believe that the annual financial report of 2021 is misleading and can not reflect the real situation of the company in 2021; During the preparation of the annual report, no personnel involved in the preparation and deliberation of the annual report were found to have violated the confidentiality provisions.
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.
4. The proposal on the company’s self-evaluation report on internal control in 2021 was deliberated and adopted by 3 votes in favor, 0 abstention and 0 opposition;
The board of supervisors reviewed the company’s self-evaluation report on internal control in 2021, reviewed the construction and operation of the company’s internal control system, and agreed that the company has established a relatively perfect internal control system, which truly and objectively reflects the construction and operation of the company’s internal control system. The board of supervisors agreed with the report and had no objection to the self-evaluation report on internal control of the board of directors.
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 self evaluation report on internal control in 2021
5. The proposal on renewing the appointment of accounting firm was deliberated and approved by 3 votes in favor, 0 abstention and 0 opposition;
After careful review, the board of supervisors believes that Tianheng Certified Public Accountants (special general partnership) hired by the company has expressed independent audit opinions in a diligent, dutiful, fair and reasonable manner during the period of undertaking the company’s audit business. Tianheng Certified Public Accountants (special general partnership) followed the independent, objective and fair practice standards, performed the responsibilities and obligations stipulated by both parties, and successfully completed the audit of the company.
We agree to continue to appoint Tianheng Certified Public Accountants (special general partnership) as the auditor of the company in 2022.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
6. The proposal on the remuneration plan for directors, supervisors and senior managers in 2022 was deliberated and adopted by 3 votes in favor, 0 abstentions and 0 votes against;
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
7. The meeting deliberated and adopted the proposal on Amending the rules of procedure of the board of supervisors with 3 affirmative votes, 0 negative votes and 0 abstention votes;
In accordance with the company law, securities law, articles of association and other relevant provisions, and in combination with the actual situation of the company, the rules of procedure of the board of supervisors have been revised. For details, please refer to cninfo.com, the company’s designated information disclosure website（ http://www.cn.info.com.cn. ）The revised comparison table of the rules of procedure of the board of supervisors issued on the same day, and the full text of the revised rules of procedure of the board of supervisors was disclosed on cninfo.com on the same day（ http://www.cn.info.com.cn. )。
8. The proposal on the 2020 profit distribution plan was deliberated and adopted by 3 votes in favor, 0 abstention and 0 opposition;
Audited by Tianheng Certified Public Accountants (special general partnership), the parent company achieved a net profit of 19928915693 yuan in 2021. 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 board of supervisors of the company agreed that the profit distribution plan reflects the company’s return to shareholders, meets the needs of the company’s development strategy and is reasonable, and agreed to submit the profit distribution plan to the 2021 annual general meeting of shareholders of the company for deliberation. This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
9. The meeting deliberated and adopted the proposal on the company’s application for comprehensive credit line and guarantee from the bank by 3 affirmative votes, 0 negative votes and 0 abstention votes;
The board of supervisors believes that the company’s obtaining a certain comprehensive bank credit line is conducive to the development of the company’s business. At the same time, the company’s production and operation are normal and has sufficient solvency. Therefore, the board of supervisors agreed that the company should apply to the bank for a comprehensive credit line of no more than RMB (including) 500 million. The maximum credit period should not exceed three years. The authorization period should be three years from the date of approval by the general meeting of shareholders. Within the credit period, the credit line can be recycled.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
10. The meeting deliberated and adopted the proposal on the company using its own idle funds to choose the opportunity to purchase medium and short-term low-risk financial products with 3 affirmative votes, 0 negative votes and 0 abstention;
The board of supervisors believes that the company can effectively improve the utilization rate of the company’s idle self owned funds and increase the company’s income by purchasing financial products with medium and short-term and low risk at the right time. There is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders. The decision-making and review agenda are legal and compliant, It is agreed that the company will use its own idle funds of no more than RMB (including) 500 million to purchase medium and short-term low-risk financial products with a maximum term of no more than 12 months.
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.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
11. The meeting deliberated and adopted the proposal on the company’s financial derivatives trading with 3 affirmative votes, 0 negative votes and 0 abstention.
The board of supervisors believes that the company’s financial derivatives trading business related to exchange rate risk management can effectively reduce the impact of exchange rate fluctuations on the company’s operation and maintain the company’s relatively stable profit level. There is no situation that damages the interests of the company and all shareholders, especially minority shareholders. The decision-making and deliberation procedures are legal and compliant, The company is approved to carry out financial derivatives trading business with a maximum amount not exceeding (including) RMB 200 million or equivalent foreign currency. For details, please refer to cninfo.com, the company’s designated information disclosure website（ http://www.cn.info.com.cn. ）And the announcement on carrying out financial derivatives trading (Announcement No.: 2022019) issued by the securities times and China Securities News on the same day.
3、 Documents for future reference
Resolution of the 11th meeting of the 5th board of supervisors of the company.
It is hereby announced
Board of supervisors
April 11, 2002
