Securities code: Jsti Group(300284) securities abbreviation: Jsti Group(300284) Announcement No.: 2022012 Jsti Group(300284)
Announcement on the resolution of the 5th meeting of the 5th 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.
Jsti Group(300284) (hereinafter referred to as “the company”) the notice of the fifth meeting of the Fifth Board of directors was sent to all directors by means of communication on April 7, 2022, and the meeting was held in the company’s conference room by means of on-site meeting and communication meeting on April 17, 2022. There are 9 directors who should attend the meeting, and 9 actually attended the meeting. The meeting was presided over by Mr. Li Dapeng, chairman of the company. All supervisors and some senior managers of the company attended the meeting as nonvoting delegates. The meeting was held in accordance with the company law of the people’s Republic of China and other relevant laws and regulations and the articles of association.
After careful deliberation by the directors attending the meeting, the following proposals were considered and adopted at the meeting:
1、 Reviewed and adopted the 2021 president’s work report
Voting results: 9 in favor, 0 against and 0 abstention.
2、 The work report of the board of directors in 2021 was reviewed and adopted
For details, see the work report of the board of directors in 2021 disclosed by cninfo on the same day.
Voting results: 9 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 report on the work of independent directors in 2021 was reviewed and adopted
Mr. Zhao Shuming, Mr. Li Wenzhi and Mr. Zhu Jianzeng, the independent directors of the Fourth Board of directors, and Ms. Zhang Hanyu, Mr. Yang Xiong and Mr. Sha Hui, the independent directors of the Fifth Board of directors, submitted the report on the work of independent directors in 2021 to the board of directors of the company and will report on their work at the 2021 general meeting of shareholders. For details, see the report on the work of independent directors in 2021 disclosed by cninfo.com on the same day.
4、 The full text and summary of the 2021 annual report were considered and adopted
For details, see the 2021 annual report and the 2021 annual report summary disclosed by cninfo on the same day.
Voting results: 9 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.
5、 Reviewed and adopted the financial final accounts report of 2021
For details, please refer to the financial statement of 2021 disclosed by cninfo on the same day.
Voting results: 9 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 2021 profit distribution plan was reviewed and approved
Audited by Tianheng Certified Public Accountants (special general partnership), the company realized a net profit of 47190667707 yuan attributable to the shareholders of the listed company in 2021, and the parent company realized a net profit of 11675378408 yuan. According to the company law, the articles of association and other relevant provisions, the statutory surplus reserve of 1167537841 yuan is withdrawn according to 10% of the net profit realized by the parent company in 2021. The undistributed profit at the beginning of the year is 123633189718 yuan. After deducting 11462588427 yuan of cash dividends distributed to shareholders in 2021, the profit available for distribution to shareholders of the parent company is 122678441858 yuan as of December 31, 2021.
Considering the current operating conditions and future development needs of the company, according to the provisions of the articles of association and the shareholders’ dividend return plan (20202022), the company’s profit distribution plan for 2021 is: it plans to distribute cash dividends of 1.18 yuan (including tax) for every 10 shares to all shareholders based on the total share capital of 1262827774 shares as of December 31, 2021, with a total of 14901367733 yuan (including tax). If the total share capital of the company changes from the disclosure of the distribution plan to the implementation due to the listing of new shares, the granting and exercise of equity incentive, the conversion of convertible bonds into shares, share repurchase and other matters, the company plans to maintain the distribution proportion unchanged and adjust the total distribution accordingly. For details, see the profit distribution plan for 2021 disclosed by cninfo on the same day.
Voting results: 9 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 special report on the deposit and use of raised funds in 2021 was reviewed and adopted
According to the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – regulations on companies listed on GEM
The board of directors of the company prepared a special report on the annual deposit and use of raised funds as of December 31, 2021, and hired Tianheng Certified Public Accountants (special general partnership) to issue the authentication report on the deposit and use of raised funds in 3 Guangdong Xianglu Tungsten Co.Ltd(002842) 021 (Tianheng zhuanzi (2022) No. 00501). For details, see the special report on the deposit and use of raised funds in 2021 and the assurance report on the deposit and use of raised funds in 3 Guangdong Xianglu Tungsten Co.Ltd(002842) 021 disclosed by cninfo.com on the same day.
Voting results: 9 in favor, 0 against and 0 abstention.
8、 Reviewed and adopted the 2021 annual internal control self-evaluation report
In accordance with the provisions of the basic norms of enterprise internal control and its supporting guidelines and the relevant requirements of the guidelines on internal control of listed companies of Shenzhen Stock Exchange, combined with the company’s internal control system and evaluation methods, and on the basis of daily and special supervision of internal control, the company has prepared the self-evaluation report on internal control in 2021, For details, see the 2021 internal control self-evaluation report disclosed by cninfo on the same day. Voting results: 9 in favor, 0 against and 0 abstention.
9、 The proposal on the provision for asset impairment in 2021 was reviewed and approved
In accordance with the accounting standards for business enterprises and the company’s financial rules and regulations, based on the principle of prudence, the company has conducted a comprehensive inventory of accounts receivable, other accounts receivable, inventory, fixed assets, construction in progress, intangible assets, goodwill and other assets within the scope of consolidated statements as of December 31, 2021, including the possibility of recovery of accounts receivable, net realizable value of inventory, fixed assets, construction in progress The recoverable amount of intangible assets and goodwill has been fully evaluated and analyzed. According to the evaluation and analysis results, the company and its subsidiaries made a comprehensive inventory and asset impairment test of assets (including accounts receivable, other accounts receivable, inventory and intangible assets) with possible signs of impairment at the end of 2021, and accrued a total of 40973527623 yuan for various asset impairment reserves in 2021.
For details, see the announcement on the provision for asset impairment in 2021 disclosed by cninfo on the same day.
Voting results: 9 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 the implementation of daily related party transactions in 2021 and the forecast of daily related party transactions in 2022 was reviewed and approved
For details, see the announcement on the implementation of daily connected transactions in 2021 and the forecast of daily connected transactions in 2022 disclosed by cninfo on the same day.
Related directors Mr. Zheng Hongwei, Mr. Wu Xiang and Ms. Huang QingQin abstained from voting.
Voting results: 6 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 the application for comprehensive credit and guarantee of the company and its subsidiaries in 2022 was reviewed and approved
The board of directors of the company agreed that the company and its subsidiaries would apply to the bank for comprehensive credit (including working capital loan, bank acceptance bill and letter of guarantee) with a total amount not exceeding RMB 119345 million in 2022, and the guarantee limit not exceeding RMB 2258.5 million (including the guarantee provided by the company and its subsidiaries for itself, mutual guarantee between the company and its subsidiaries, and mutual guarantee between subsidiaries), The general meeting of shareholders is also requested to authorize the board of directors of the company and the general manager to sign the relevant legal documents within the above comprehensive credit line and guarantee line. The authorization period is from the date of deliberation and approval of the company’s 2021 annual general meeting to the date of holding the 2022 annual general meeting of shareholders. For details, see the announcement on the application for comprehensive credit and guarantee of the company and its subsidiaries in 2022 disclosed by cninfo.com on the same day.
Voting results: 9 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 renewing the appointment of audit institutions in 2022 was deliberated and adopted
Tianheng Certified Public Accountants (special general partnership) is qualified to engage in Securities and futures related businesses. In providing audit services for the company’s annual report in 2021, Tianheng Certified Public Accountants (special general partnership) has scrupulously performed its duties, followed independent, objective and impartial professional standards, and completed relevant audit and communication work. The board of directors agreed to renew Tianheng Certified Public Accountants (special general partnership) as the company’s audit institution in 2022, The term of appointment is one year from the date of deliberation and approval by the general meeting of shareholders, and the audit fee in 2022 is determined to be 1.5 million yuan. For details, please refer to the announcement on reappointment of 2022 audit institution disclosed by cninfo on the same day.
Voting results: 9 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 the remuneration and assessment scheme of directors and supervisors in 2022 was deliberated and adopted
The remuneration and assessment scheme of the company’s directors and supervisors in 2022 is as follows:
1. Non independent directors (internal directors) holding management positions of the company receive corresponding remuneration according to their positions, and the remuneration level is linked to their responsibilities, risks and business performance, and no additional director allowance is received; Non independent directors (external directors) who do not hold office in the company do not receive director’s allowance in the company.
2. The allowance for independent directors is 120000 yuan / year (before tax), and the personal income tax involved is uniformly withheld and paid by the company. The company shall bear the reasonable expenses required for independent directors to attend the board of directors and shareholders’ meeting of the company and perform their duties in accordance with the company law, the articles of association and other relevant provisions.
3. Supervisors holding management positions of the company shall receive corresponding remuneration according to their positions and no longer receive supervisor allowance. The salary of supervisors consists of basic salary and performance salary. The basic salary is determined by referring to the similar salary standards in the market and considering the factors such as position, responsibility and ability, and the performance bonus is determined in combination with the results of annual performance appraisal.
Voting results: since this proposal is related to the interests of all directors, all of them are affiliated directors, and all of them avoid voting, it is directly submitted to the 2021 annual general meeting of shareholders for deliberation.
14、 The proposal on the remuneration and assessment scheme of senior managers in 2022 was reviewed and approved. The remuneration and assessment scheme of senior managers in 2022 is as follows:
The company’s executive compensation adopts an annual salary system. The annual salary level of senior managers is linked to their responsibilities, risks and business performance. The annual salary of senior managers is composed of basic salary and performance bonus. The basic salary is mainly determined by considering the position, responsibility, ability, market salary and other factors; The performance bonus shall be determined according to the comprehensive assessment results such as the performance assessment of individual posts and the completion of the company’s objectives.
Since this proposal is related to the interests of Mr. Zhu Xiaoning, the president of the board of directors, Mr. Zhu Xiaoning is an affiliated director, who avoids voting on this proposal.
Voting results: 8 in favor, 0 against and 0 abstention.
15、 The proposal on convening the 2021 annual general meeting of shareholders was deliberated and adopted
The board of directors of the company plans to hold the 2021 annual general meeting of shareholders of the company at 14:30 p.m. on Friday, May 13, 2022. For details, see the notice on convening the 2021 annual general meeting of shareholders disclosed by cninfo.com on the same day.
Voting results: 9 in favor, 0 against and 0 abstention.
It is hereby announced.
Jsti Group(300284) board of directors April 17, 2022
