Securities code: Tianjin Tianbao Infrastructure Co.Ltd(000965) securities abbreviation: Tianjin Tianbao Infrastructure Co.Ltd(000965) Announcement No.: 202222 Tianjin Tianbao Infrastructure Co.Ltd(000965)
Announcement on the resolutions of the 29th session of the 8th 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.
Tianjin Tianbao Infrastructure Co.Ltd(000965) the notice on convening the 29th meeting of the 8th board of directors was sent to all directors in written form on April 2, 2022, and all supervisors and senior managers of the company at the same time. The meeting was held in the company’s conference room on April 12, 2022. There are 7 directors who should attend the board meeting and 7 actually attended. All directors of the company, including Mr. xiazhonghao, Mr. houhaixing, Mr. wangxiaotong, Ms. Yin Qi, Ms. yanjianwei, Mr. Yu Haisheng and Mr. Zhang Kun, attended the meeting in person. All supervisors and senior managers attended the meeting as nonvoting delegates. The meeting was presided over by Mr. Xia Zhonghao, chairman of the company. The meeting complies with the relevant provisions of the company law, the Listing Rules of Shenzhen Stock Exchange and the articles of association. After careful deliberation and voting one by one by the directors attending the meeting, the following resolutions are formed:
1、 The annual report and summary for 2021 was considered and adopted with 7 affirmative votes, 0 negative votes and 0 abstention.
See details published on cninfo.com.cn on the same day And the 2021 annual report and summary of China Securities Journal and securities times.
2、 The 2021 work report of the board of directors was reviewed and adopted with 7 affirmative votes, 0 negative votes and 0 abstention.
See details published on cninfo.com.cn on the same day Work report of the board of directors in 2021.
3、 The 2021 annual general manager’s work report was reviewed and adopted with 7 affirmative votes, 0 negative votes and 0 abstention.
4、 The financial statement for 2021 was reviewed and adopted with 7 affirmative votes, 0 negative votes and 0 abstention.
See details published on cninfo.com.cn on the same day Financial final accounts report of 2021.
5、 The 2021 profit distribution plan was reviewed and adopted with 7 affirmative votes, 0 negative votes and 0 abstention.
Audited by ShineWing Certified Public Accountants (special general partnership), the parent company of the company realized a net profit of 5111380383 yuan in 2021, and a 10% statutory reserve of 511138038 yuan should be withdrawn from the profit of the year, after deducting the undistributed profit of the parent company of 46 Cofco Capital Holdings Co.Ltd(002423) 45 yuan.
In order to better ensure the smooth implementation of the company’s project construction and strategic planning, give better consideration to short-term income and long-term interests, ensure the steady and sustainable development and stable operation of the company, further improve the development quality of the company and bring long-term and sustainable returns to shareholders, the company’s profit distribution plan for 2021 is: cash dividend distribution will not be carried out in 2021, and the remaining undistributed profits will be carried forward to future annual distribution. No bonus shares will be given this time, and no capital reserve will be converted into share capital.
According to the provisions on profit distribution in the articles of association, the accumulated profits distributed in cash in the last three years shall not be less than 30% of the annual distributable profits realized by the parent company in the last three years. From 2019 to 2021, the average annual distributable profit of the parent company in the last three years is -278280553 yuan, and the company has distributed 2219661790 yuan in cash in the last three years. Therefore, the cumulative distributed profit of the company in the last three years meets the requirements of the articles of association.
The profit distribution plan comprehensively considers the company’s profit status, the current financing environment of the industry, future cash flow status, capital demand and other factors. The company’s undistributed profits in 2021 will be rolled over to the next year to meet the needs of the company’s general working capital and project construction, effectively reduce financial expenses, improve financial robustness and anti risk ability, ensure the company’s normal production and operation and sustainable development in the future, and better safeguard the long-term interests of all shareholders. At the same time, the company has provided convenience for minority shareholders to participate in the decision-making of cash dividends in accordance with the relevant provisions of the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies issued by the CSRC during the corresponding period.
The profit distribution plan for 2021 complies with relevant laws and regulations and the provisions of the articles of association on profit distribution policies, and is legal, compliant and reasonable. The independent directors of the company have expressed their “agree” independent opinions on the proposal. For details, please refer to http://www.cn.info.com.cn Independent opinions of independent directors on matters related to the 29th meeting of the eighth board of directors.
6、 The proposal on the estimated daily connected transactions in 2022 was deliberated and adopted with 2 avoidance votes, 5 consent votes, 0 opposition votes and 0 abstention votes. Related directors Mr. Wang Xiaotong and Ms. Yin Qi avoided voting.
See details published on cninfo.com.cn on the same day And the 2022 forecast announcement of daily connected transactions of China Securities Journal and securities times. The proposal has been approved in advance by the independent directors of the company and issued “agreed” independent opinions. At the same time, the independent directors checked the reasons for the difference between the actual amount of the company’s daily connected transactions in 2021 and the expected amount, and issued special opinions. See details published on cninfo.com.cn on the same day Prior approval opinions of independent directors on the expected daily connected transactions in 2022, independent opinions of independent directors on relevant matters of the 29th meeting of the eighth board of directors, and special opinions of independent directors on the actual situation of the company’s daily connected transactions in 2021 and the expected differences.
7、 The 2021 internal control evaluation report was reviewed and adopted with 7 affirmative votes, 0 negative votes and 0 abstention.
See details published on cninfo.com.cn on the same day Internal control evaluation report in 2021.
The independent directors of the company have expressed their “agree” independent opinions on the proposal. For details, please refer to http://www.cn.info.com.cn Independent opinions of independent directors on matters related to the 29th meeting of the eighth board of directors.
8、 The proposal on the risk assessment report of Tianjin Tianbao Finance Co., Ltd. was deliberated and adopted by 2 votes, 5 votes in favor, 0 votes against and 0 abstentions. Related directors Mr. Wang Xiaotong and Ms. Yin Qi avoided voting.
See details published on cninfo.com.cn on the same day Risk assessment report on Tianjin Tianbao Finance Co., Ltd.
9、 Listen to the 2021 annual report of independent directors.
See details published on cninfo.com.cn on the same day Report on the work of independent directors in 2021.
10、 The notice on convening the 2021 annual general meeting of shareholders was deliberated and adopted with 7 affirmative votes, 0 negative votes and 0 abstention.
See details published on cninfo.com.cn on the same day And the notice on convening the 2021 annual general meeting of shareholders of China Securities Journal and securities times.
The above one, two, four, five, six and nine reports and proposals will be submitted to the 2021 annual general meeting of shareholders of the company for deliberation and hearing.
It is hereby announced
Tianjin Tianbao Infrastructure Co.Ltd(000965)
Board of directors
April 14, 2002
