Securities code: Zhejiang Founder Motor Co.Ltd(002196) securities abbreviation: Zhejiang Founder Motor Co.Ltd(002196) Announcement No.: 2022027 Zhejiang Founder Motor Co.Ltd(002196)
Announcement of resolutions of the 10th meeting of the 7th board of supervisors
The company and its directors, supervisors and senior managers guarantee that the contents of the announcement are true, accurate and accurate
Complete, and be responsible for false records, misleading statements or major omissions in the announcement.
Zhejiang Founder Motor Co.Ltd(002196) the tenth meeting of the seventh board of supervisors was notified to all supervisors by e-mail and fax on April 8, 2022. The meeting was held in the conference room of Zhejiang Founder Motor Co.Ltd(002196) administration building by means of on-site and communication on April 14, 2022. Three supervisors should participate in the voting and three actually participate in the voting. The convening and convening procedures of the meeting comply with the relevant provisions of the company law and the articles of association, and the resolutions of the meeting are legal and effective.
After careful deliberation by the supervisors attending the meeting, the following proposals were adopted by voting:
1. Reviewed and approved the work report of the board of supervisors of the company in 2021;
See the details published on cninfo.com on April 15, 2022（ http://www.cn.info.com.cn. ）The company’s 2021 annual work report of the board of supervisors.
Voting result: Yes: 3 votes; Against: 0 votes; Abstention: 0 votes
This proposal needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
2. Deliberated and adopted the company’s 2021 annual financial statement report;
Voting result: Yes: 3 votes; Against: 0 votes; Abstention: 0 votes
This proposal needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
3. The proposal on the full text and summary of Zhejiang Founder Motor Co.Ltd(002196) 2021 annual report was deliberated and adopted;
The board of supervisors believes that the company’s 2021 financial report truly and objectively reflects the company’s financial situation and operating results in 2021, and the audit report issued by Zhitong accounting firm is objective and fair. The board of supervisors believes that the procedures for the preparation and deliberation of the annual report of Zhejiang Founder Motor Co.Ltd(002196) 2021 by the board of directors comply with laws, administrative regulations and the provisions of the CSRC. The contents of the report truly, accurately and completely reflect the actual situation of the listed company, and there are no false records, misleading statements or major omissions.
Voting result: Yes: 3 votes; Against: 0; Abstention: 0 votes
This proposal needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
4. Deliberated and approved the plan for profit distribution of the company in 2021;
Voting result: Yes: 3 votes; Against: 0 votes; Abstention: 0 votes
The board of supervisors of the company believes that the profit distribution plan for 2021 formulated by the board of directors is in line with the current actual business situation of the company, the relevant provisions of the company law and the articles of association, and there is no damage to the interests of the company and minority shareholders. Approve the company’s profit distribution plan for 2021 and submit it to the general meeting of shareholders for deliberation.
5. The proposal on renewing the appointment of Zhitong certified public accountants as the audit institution of the company in 2022 was deliberated and adopted; Voting result: Yes: 3 votes; Against: 0 votes; Abstention: 0 votes
This proposal needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
6. Reviewed and approved the 2021 annual internal control self evaluation report of the company;
Voting result: Yes: 3 votes; Against: 0 votes; Abstention: 0 votes
The board of supervisors of the company expressed the following opinions on the report:
After verification, the company has established a relatively perfect internal control system and can be effectively implemented. The company’s existing internal control system meets the requirements of national laws and regulations, meets the actual needs of the current production and operation of the company, has been effectively implemented in the company’s operation and management, and has played a good role in control and prevention in all processes and links of the company’s operation; The self evaluation report on internal control of the company in 2021 objectively reflects the current situation of the company’s internal control.
7. The proposal on the text and full text of Zhejiang Founder Motor Co.Ltd(002196) 2022 first quarter report was deliberated and adopted
The board of supervisors believes that the procedures for the preparation and review of the first quarter report of Zhejiang Founder Motor Co.Ltd(002196) 2022 by the board of directors comply with laws, regulations and the provisions of the CSRC; The contents of the report truly, accurately and completely reflect the actual situation of the listed company, and there are no false records, misleading statements or major omissions.
Voting result: Yes: 3 votes; Against: 0 votes; Abstention: 0 votes
8. Deliberated and passed the proposal on repurchase and cancellation of some granted but not unlocked restricted shares
In view of the resignation of Zhang Shuai, Wang Chong and Sheng Wei among the incentive objects granted restricted shares in the company’s 2021 restricted stock incentive plan (Draft), the Company repurchased and cancelled 195000 restricted shares held by the incentive object that have been granted but have not been lifted.
The board of supervisors considered that the repurchase and cancellation of some restricted shares met the relevant provisions of the administrative measures for equity incentive of listed companies and the company’s incentive plan for restricted shares in 2021 (Draft), and agreed to repurchase and cancel 195000 restricted shares at the price of 3.50 yuan / share.
Voting results: 3 in favor, 0 against and 0 abstention. This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
9. The board reviewed and approved the remuneration of supervisors in 2021 and the remuneration plan in 2022;
Ye Ting, the supervisor, avoided voting, and the proposal needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
There are 2 affirmative votes, 0 negative votes, 0 abstention votes and 1 abstention vote. The voting result is passed.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
10. Deliberated and passed the proposal on the provision for asset impairment and write off of assets;
The company’s provision for asset impairment this time complies with the relevant provisions of the accounting standards for business enterprises and the company’s accounting system. The basis is sufficient and the procedures are legal, which is conducive to a more true and fair reflection of the company’s financial situation, and there is no damage to the interests of the company and all shareholders, especially small and medium-sized shareholders.
The current write off of assets of the company complies with the accounting standards for business enterprises and relevant accounting policies of the company, conforms to the actual situation of the company and has sufficient basis; The decision-making procedures comply with relevant laws, regulations and the articles of Association; This asset write off does not involve the company’s related parties.
The board of supervisors agreed to withdraw the provision for asset impairment and write off of assets.
See the disclosure media securities times and cninfo.com for details of the announcement on the provision for impairment of assets and write off of assets (Announcement No.: 2022029)（ http://www.cn.info.com.cn. ）。
Voting result of this proposal: 3 votes in favor, 0 abstention and 0 opposition.
11. The proposal on supplementary confirmation of connected transactions was deliberated and adopted
The board of supervisors of the company believes that the pricing basis of the company’s supplementary consideration of related party transactions is reasonable and fair, and will not damage the interests of the company and minority shareholders. The company’s procedures for reviewing the above related party transactions comply with relevant laws and regulations, and there is no damage to the interests of the company and shareholders.
The announcement on supplementary confirmation of connected transactions (Announcement No.: 2022032) is detailed in the disclosure media securities times and cninfo（ http://www.cn.info.com.cn. ）。
Voting result of this proposal: 3 votes in favor, 0 abstention and 0 opposition.
It is hereby announced.
Zhejiang Founder Motor Co.Ltd(002196) board of supervisors April 15, 2022
