Securities code: Changchai Company Limited(000570) , 200570 securities abbreviation: Su Changchai a, Su Changchai B Announcement No.: 2022012 Changchai Company Limited(000570)
Announcement of resolutions of the 12th meeting of the 9th 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
The fourth meeting of the board of directors of the company, which was held by Mr. Xu Yanmin and Mr. Zhang Yanlin, was held on September, 2024, and was delivered to Mr. Xu Yanfeng and Mr. Zhang Yanlin. The meeting was presided over by Mr. Shi Xinkun, chairman of the board. The supervisors of the company attended the meeting as nonvoting delegates. The meeting was held in accordance with the relevant provisions of the company law and the articles of association.
2、 Deliberations of the board meeting
1. Annual report 2021 and its summary;
Voting results: 9 in favor, 0 abstention and 0 opposition.
For details, please refer to cninfo.com（ http://www.cn.info.com.cn. ）Relevant announcement of 2021 annual report published at the same time on (Announcement No.: 2022014).
2. Work report of the board of directors in 2021;
Voting results: 9 in favor, 0 abstention and 0 opposition.
For details, please refer to cninfo.com（ http://www.cn.info.com.cn. ）The work report of the board of directors in 2021 published at the same time.
3. Plan for profit distribution and conversion of capital reserve into share capital in 2021;
The board of directors of the company plans to take the total share capital of 705692507 shares on December 31, 2021 as the basis
Base, distribute cash dividend of RMB 0.26 (including tax) to all shareholders for every 10 shares, with a total cash distribution of RMB 1834800518. No bonus shares will be given and no capital reserve will be converted into share capital. If the total number of shares that can participate in the distribution changes from the announcement of the distribution plan to the implementation, the distribution proportion will be adjusted accordingly according to the principle that the total amount of cash dividends remains unchanged.
Voting results: 9 in favor, 0 abstention and 0 opposition.
The independent directors of the company have expressed independent opinions on this proposal. For details, please refer to the company’s website at cninfo.com（ http://www.cn.info.com.cn. ）The independent opinions of independent directors on relevant proposals of the 12th session of the ninth board of directors and the plan for profit distribution and conversion of capital reserve into share capital in 2021 (Announcement No.: 2022015) published at the same time. 4. Proposal on renewing the employment of financial audit institutions and their audit fees in 2022; Upon the proposal of the audit committee of the board of directors, the company plans to continue to employ notary Tianye Certified Public Accountants (special general partnership) as the financial audit institution of the company in 2022, and the audit fee is Shanghai Pudong Development Bank Co.Ltd(600000) yuan.
Voting results: 9 in favor, 0 abstention and 0 opposition.
The independent directors of the company have expressed independent opinions on this proposal. For details, please refer to the company’s website at cninfo.com（ http://www.cn.info.com.cn. ）The independent opinions of independent directors on the relevant proposals of the 12th session of the ninth session of the board of directors and the announcement on the proposed renewal of the appointment of an accounting firm in 2021 (Announcement No.: 2022016) published at the same time.
5. Proposal on reappointment of internal control audit institution in 2022;
Upon the proposal of the audit committee of the board of directors, the company plans to continue to employ notary Tianye Certified Public Accountants (special general partnership) as the internal control audit institution of the company in 2022.
Voting results: 9 in favor, 0 abstention and 0 opposition.
The independent directors of the company have expressed independent opinions on this proposal. For details, please refer to the company’s website at cninfo.com（ http://www.cn.info.com.cn. ）Announcement of independent directors on Du Certified Public Accountants (Announcement No.: 2022016) published at the same time.
6. Proposal on increasing the company’s business scope and amending the articles of Association;
Voting results: 9 in favor, 0 abstention and 0 opposition.
The independent directors of the company have expressed independent opinions on this proposal. For details, please refer to the company’s website at cninfo.com（ http://www.cn.info.com.cn. ）The independent opinions of independent directors on the relevant proposals of the 12th session of the ninth session of the board of directors and the announcement on increasing the company’s business scope and amending the articles of Association (Announcement No.: 2022017) published at the same time. 7. Proposal on Amending the rules of procedure of the board of directors;
Voting results: 9 in favor, 0 abstention and 0 opposition.
The independent directors of the company have expressed independent opinions on this proposal. For details, please refer to the company’s website at cninfo.com（ http://www.cn.info.com.cn. ）The independent opinions of independent directors on the relevant proposals of the 12th session of the ninth session of the board of directors and the announcement on increasing the company’s business scope and amending the articles of Association (Announcement No.: 2022017) published at the same time. 8. Proposal on Amending the rules of procedure of the general meeting of shareholders;
Voting results: 9 in favor, 0 abstention and 0 opposition.
The independent directors of the company have expressed independent opinions on this proposal. For details, please refer to the company’s website at cninfo.com（ http://www.cn.info.com.cn. ）The independent opinions of independent directors on the relevant proposals of the 12th session of the ninth session of the board of directors and the announcement on increasing the company’s business scope and amending the articles of Association (Announcement No.: 2022017) published at the same time. 9. Proposal on Amending the independent director system;
Voting results: 9 in favor, 0 abstention and 0 opposition.
The independent directors of the company have expressed independent opinions on this proposal. For details, please refer to the company’s website at cninfo.com（ http://www.cn.info.com.cn. ）The independent opinions of independent directors on the relevant proposals of the 12th session of the ninth session of the board of directors and the announcement on increasing the company’s business scope and amending the articles of Association (Announcement No.: 2022017) published at the same time.
10. Special report on the deposit and use of raised funds in 2021;
Voting results: 9 in favor, 0 abstention and 0 opposition.
The independent directors of the company have expressed independent opinions on this proposal. For details, please refer to the company’s website at cninfo.com（ http://www.cn.info.com.cn. ）Independent opinions of independent directors on relevant proposals of the 12th session of the ninth board of directors and special report on the deposit and use of raised funds in 2021 (Announcement No.: 2022018) published at the same time.
11. Self evaluation report on internal control in 2021;
Voting results: 9 in favor, 0 abstention and 0 opposition.
The independent directors of the company have expressed independent opinions on this proposal. For details, please refer to the company’s website at cninfo.com（ http://www.cn.info.com.cn. ）Independent opinions of independent directors on relevant proposals of the 12th session of the ninth board of directors and 2021 internal control self evaluation report (Announcement No.: 2022019) published at the same time.
12. Proposal on the provision for credit impairment and asset impairment;
The board of Directors believes that the provision for impairment is based on the principle of prudence, which is conducive to a more objective and fair reflection of the company’s asset status at the end of the reporting period, and complies with the accounting standards for business enterprises and the guidelines for self discipline supervision of listed companies No. 1 – standardized operation of listed companies on the main board. It is agreed that the company shall withdraw 6069317602 yuan of impairment provision for accounts receivable, other accounts receivable and inventory at the end of December 2021.
Voting results: 9 in favor, 0 abstention and 0 opposition.
The independent directors of the company have expressed independent opinions on this proposal. For details, please refer to the company’s website at cninfo.com（ http://www.cn.info.com.cn. ）The independent opinions of independent directors on relevant proposals of the 12th session of the ninth board of directors and the announcement on the provision for credit impairment and asset impairment (Announcement No.: 2022020) published at the same time.
13. 2021 social responsibility report;
For details, please refer to cninfo.com（ http://www.cn.info.com.cn. ）The 2021 annual social responsibility report published at the same time.
14. Proposal on convening the 2021 annual general meeting of shareholders of the company.
Voting results: 9 in favor, 0 abstention and 0 opposition.
For details, please refer to cninfo.com（ http://www.cn.info.com.cn. ）Notice on convening the 2021 annual general meeting of shareholders (Announcement No.: 2022021) simultaneously published on the.
The above proposals 1 to 9 shall be submitted to the 2021 annual general meeting of shareholders for deliberation.
3、 Documents for future reference
1. Resolution of the 12th meeting of the 9th board of directors;
2. Prior approval opinions of independent directors on matters related to the 12th meeting of the ninth session of the board of directors;
3. Independent opinions of independent directors on matters related to the 12th session of the 9th board of directors.
Changchai Company Limited(000570)
Board of directors
April 13, 2022
