Securities code: Haining China Leather Market Co.Ltd(002344) securities abbreviation: Haining China Leather Market Co.Ltd(002344) Announcement No.: 2022005 Haining China Leather Market Co.Ltd(002344)
Announcement of resolutions of the 10th meeting of the 5th board of supervisors
The company and all members of the board of supervisors guarantee that the contents of the announcement are true, accurate and complete, and are jointly and severally liable for false records, misleading statements or major omissions in the announcement.
On April 14, 2022, Haining China Leather Market Co.Ltd(002344) (hereinafter referred to as “the company”) held the 10th meeting of the 5th board of supervisors in the company’s conference room. This meeting was held by means of communication. The meeting notice and meeting materials were delivered to all supervisors by telephone and e-mail on April 4, 2022. Five supervisors should be present at the meeting and five actually present. The meeting was convened and presided over by Mr. Li Hongliang, chairman of the board of supervisors. The meeting of the board of supervisors was held in accordance with the company law of the people’s Republic of China and other relevant laws, administrative regulations, departmental rules, normative documents and the articles of association. The attending supervisors passed the following proposals by fax:
1、 The proposal on reviewing the work report of the board of supervisors in 2021 was considered and adopted.
The board of supervisors expressed opinions on the company’s legal operation, financial situation, use of raised funds, related party transactions and internal control in 2021, and held that the company can operate according to law in 2021, and the financial situation, use of raised funds, related party transactions and internal control comply with the provisions of the company law and the articles of association. See the work report of the board of supervisors in 2021 on cninfo.com, the company’s designated information disclosure website（ http://www.cn.info.com.cn. ）。
Voting results: 5 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.
2、 The proposal on reviewing the annual report and summary of 2021 was deliberated and adopted.
After review, the board of supervisors believes that the procedures for the preparation and review of the company’s 2021 annual report 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.
For details of the 2021 annual report and abstract, please refer to securities times, China Securities Journal and cninfo.com, the designated information disclosure media of the company（ http://www.cn.info.com.cn. ）
Voting results: 5 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.
3、 The proposal on reviewing the profit distribution plan for 2021 was deliberated and adopted.
According to the audit report TJS [2022] No. 2278 issued by Tianjian certified public accountants, the net profit of the parent company in 2021 was 16871780825 yuan, plus the undistributed profit of the parent company at the beginning of the year of 260152973982 yuan, deducting 2436971614 yuan of cash dividend distribution in 2020, the profit available for distribution to shareholders in 2021 was 274587783193 yuan. Withdraw 10% of the statutory surplus reserve of 1687178025 yuan according to the net profit of the parent company in 2021; The undistributed profit of the parent company at the end of the reporting period was 27290605110 yuan.
The company’s profit distribution plan for 2021 is as follows: Based on 1282745046 shares of the company’s total share capital as of December 31, 2021, deducting 128086 shares of repurchased shares cancelled by the company as of the date of this announcement, the company will distribute a cash dividend of RMB 0.3 (tax included) for every 10 shares to all shareholders, with a total distribution of RMB 3847850880. No bonus shares will be given and no accumulation fund will be converted into share capital. The remaining undistributed profit of 269052754230 yuan is carried forward to the next year.
After review, the board of supervisors believes that this scheme meets the requirements of relevant laws and regulations and the development needs of the company.
Voting results: 5 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.
4、 The proposal on reviewing the self-evaluation report on internal control in 2021 was considered and adopted.
After review, the board of supervisors believes that the self-evaluation report of the company’s internal control in 2021 complies with the basic norms of enterprise internal control, guidelines for standardized operation of listed companies and other relevant provisions. According to the relevant regulations of China Securities Regulatory Commission and Shenzhen Stock Exchange, the company follows the basic principles of internal control and establishes and improves the internal control system of all links of the company according to the actual situation of the company, so as to ensure the normal business activities of the company. The self-evaluation report of the company’s internal control comprehensively, truly and objectively reflects the actual situation of the company’s internal control.
See cninfo.com, the company’s designated information disclosure website, for details of the 2021 internal control self-evaluation report（ http://www.cn.info.com.cn. ）。
Voting results: 5 in favor, 0 against and 0 abstention.
5、 The proposal on reviewing the financial final accounts report of 2021 was deliberated and adopted.
Voting results: 5 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.
6、 The proposal on reviewing the financial budget report of 2022 was deliberated and adopted.
Voting results: 5 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.
7、 The proposal on reviewing the special report on the deposit and use of raised funds in 2021 was considered and adopted.
After examination, the board of supervisors believes that the company has set up a special account for the raised funds for storage and management in accordance with the provisions of the detailed rules for the administration of raised funds of companies listed on the SME Board of Shenzhen Stock Exchange, and the raised funds are not occupied by the controlling shareholder (actual controller) or entrusted financial management in violation of regulations. The disclosure of the use of the company’s raised funds is consistent with the actual use. The disclosure is timely, true, accurate and complete, and there is no illegal use of the raised funds.
The special report on the deposit and use of raised funds in 2021 is detailed in the company’s designated information disclosure media securities times, China Securities News and cninfo（ http://www.cn.info.com.cn. ）。 Voting results: 5 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.
8、 The proposal on reappointment of Tianjian certified public accountants as the audit institution of the company was deliberated and adopted.
After review, the board of supervisors believes that Tianjian certified public accountants is an accounting firm with securities practice qualification. During the period of employing Tianjian certified public accountants as the company’s audit institution, the company expressed satisfaction with its work efficiency, responsible attitude and professionalism. Now, in accordance with the provisions of laws and regulations and the articles of association, it is agreed to continue to employ Tianjian certified public accountants as the company’s audit institution in 2022.
See securities times, China Securities News and cninfo.com for details（ http://www.cn.info.com.cn. ）Announcement on reappointment of Tianjian certified public accountants as the audit institution of the company disclosed on the same day.
Voting results: 5 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 proposal on continuing to use self owned funds for investment and financial management was reviewed and adopted.
After review, the board of supervisors believes that the company is in good operating condition, with good financial condition and cash flow, gradual improvement of internal control system and abundant self owned funds. On the premise of ensuring liquidity and capital safety, continuing to use self owned funds for investment and financial management is conducive to improving the use efficiency of the company’s self owned funds, increasing the income of the company’s self owned funds, and will not affect the normal production and operation of the company, In line with the interests of the company and all shareholders. And the relevant procedures comply with the provisions of relevant laws and regulations. It is agreed that the company will continue to use its own funds for investment and financial management. See securities times, China Securities News and cninfo.com for details（ http://www.cn.info.com.cn. ）Announcement on continuing to use self owned funds for investment and financial management disclosed on the same day.
Voting results: 5 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.
10、 The proposal on changing the registered capital and total share capital of the company and amending the articles of association was deliberated and adopted. See securities times, China Securities News and cninfo.com for details（ http://www.cn.info.com.cn. ）Announcement on changing the registered capital and total share capital of the company and amending the articles of Association disclosed on the same day.
Voting results: 5 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.
11、 The proposal on Amending the measures for the administration of Haining China Leather Market Co.Ltd(002344) managers’ remuneration was deliberated and adopted.
See securities times, China Securities News and cninfo.com for details（ http://www.cn.info.com.cn. ）The announcement on Revising the measures for the administration of remuneration of Haining China Leather Market Co.Ltd(002344) operators disclosed on the same day.
Voting results: 5 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.
12、 The proposal on providing guarantee for the rehabilitation hospital of the holding subsidiary was deliberated and adopted.
After examination, the board of supervisors believes that the guarantee does not violate the company law, the notice on regulating the capital exchanges between listed companies and related parties and the external guarantee of listed companies and the notice on regulating the external guarantee of listed companies and other laws and regulations of the CSRC; The approval procedures comply with the relevant provisions of the articles of association.
See securities times, China Securities News and cninfo.com for details（ http://www.cn.info.com.cn. ）Announcement on providing guarantee for the rehabilitation hospital of the holding subsidiary disclosed on the same day.
Voting results: 5 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.
13、 The proposal on providing guarantee and financial assistance for the holding subsidiary Chuangjia company was deliberated and adopted. After examination, the board of supervisors believes that the guarantee does not violate the company law, the notice on regulating the capital exchanges between listed companies and related parties and the external guarantee of listed companies and the notice on regulating the external guarantee of listed companies and other laws and regulations of the CSRC; Chuangjia company is the holding company of the company’s holding company, and providing financial assistance is conducive to its business development. The approval procedures comply with the relevant provisions of the Listing Rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and the articles of association.
See securities times, China Securities News and cninfo.com for details（ http://www.cn.info.com.cn. ）The announcement on providing guarantee for the holding subsidiary Chuangjia company and the announcement on providing financial assistance for the holding subsidiary Chuangjia company disclosed on the same day.
Voting results: 5 in favor, 0 against and 0 abstention.
14、 The proposal on financial assistance provided by wholly-owned subsidiaries to their joint-stock companies was deliberated and adopted. According to the business needs of Wuhan Huining Business Management Co., Ltd., a joint-stock company subordinate to Wuhan Haichao Haining Leather City Co., Ltd., a wholly-owned subsidiary of the company, Wuhan Haichao Haining Leather City Co., Ltd. plans to provide financial assistance of no more than 100 million yuan according to 49% of the actual investment proportion for a period of three years, and charge it a capital occupation fee at an annual interest rate of no less than 6%.
After review, the board of supervisors believes that Wuhan Huining Business Management Co., Ltd. is a joint-stock company of a wholly-owned subsidiary of the company, and providing financial assistance is conducive to its business development. The approval procedures comply with the relevant provisions of the Listing Rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and the articles of association.
See securities times, China Securities News and cninfo.com for details（ http://www.cn.info.com.cn. ）Announcement on financial assistance provided by wholly-owned subsidiaries to their joint-stock companies disclosed on the same day.
Voting results: 5 in favor, 0 against and 0 abstention.
Documents for future reference
1. Resolutions of the 6th meeting of the 5th board of supervisors of the company;
2. Other documents required by Shenzhen Stock Exchange.
It is hereby announced.
Haining China Leather Market Co.Ltd(002344) board of supervisors
April 16, 2022
