Securities code: Jsti Group(300284) securities abbreviation: Jsti Group(300284) Announcement No.: 2022013
Jsti Group(300284)
Announcement on the resolution of the fourth meeting of the Fifth Board of supervisors
The company and all members of the board of supervisors 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 fourth meeting of the Fifth Board of supervisors was sent to all supervisors by means of communication on April 7, 2022. 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 3 supervisors who should attend the meeting and 3 supervisors who actually attended the meeting. The meeting was presided over by Mr. Liu Hui, chairman of the board of supervisors of the company. 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 relevant provisions of the articles of association.
After careful deliberation by the attending supervisors, the following proposals were considered and adopted at this meeting:
1、 The work report of the board of supervisors in 2021 was reviewed and adopted
See the work report of the board of supervisors in 2021 disclosed by cninfo on the same day for details.
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.
2、 The full text and summary of the 2021 annual report were considered and adopted
After review, the board of supervisors believes that the procedures for the board of directors to prepare and review the full text and summary of the company’s 2021 annual report comply with laws, regulations and relevant provisions of the CSRC. The contents of the report truly, accurately and completely reflect the actual situation of the company’s operation in 2021, and there are no false records, misleading statements or major omissions.
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.
3、 Reviewed and adopted the financial final accounts report of 2021
After review, the board of supervisors believes that the company’s 2021 financial statement objectively and truly reflects the company’s financial situation and operating results in 2021.
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.
4、 The 2021 profit distribution plan was reviewed and approved
After review, the board of supervisors believes that the company’s profit distribution plan for 2021 matches the growth of the company’s performance, complies with the provisions of the company law, the articles of association and the shareholder dividend return plan (20202022) (Revised), and is legal, compliant and reasonable.
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.
5、 The special report on the deposit and use of raised funds in 2021 was reviewed and adopted
After review, the board of supervisors held that in 2021, the company used the raised funds in strict accordance with the provisions of laws, regulations and normative documents such as Shenzhen Stock Exchange gem stock listing rules, Shenzhen Stock Exchange listed companies self regulatory guidance No. 2 – standardized operation of GEM listed companies, articles of association, company raised funds management system and so on, There is no change or disguised change in the investment direction of the raised funds and damage to the interests of shareholders.
Voting results: 3 in favor, 0 against and 0 abstention.
6、 Reviewed and adopted the 2021 annual internal control self-evaluation report
After review, the board of supervisors believes that the company has established a relatively perfect corporate governance structure and internal control system, which meets the requirements of relevant national laws and regulations and the actual needs of the company’s production and operation management, and can be effectively implemented. The self-evaluation report of the company’s internal control in 2021 truly and objectively reflects the construction and operation of the company’s internal control system in 2021.
Voting results: 3 in favor, 0 against and 0 abstention.
7、 The proposal on the provision for asset impairment in 2021 was reviewed and approved
After review, the board of supervisors believes that the provision for asset impairment follows the principle of prudence and complies with the accounting standards for business enterprises, the provisions of the company’s accounting policies and the actual situation of the company’s assets. The decision-making procedure of the board of directors on this matter is legal and based on sufficient basis. The provision for asset impairment can more fairly reflect the asset status of the company and agrees with the above provision for asset impairment.
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.
8、 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
After review, the board of supervisors believes that the daily related party transactions between the company and related parties are the needs of the company’s daily production and operation. The implementation of the company’s daily related party transactions in 2021 is carried out on the basis of equality and mutual benefit and does not harm the interests of the company and shareholders. In 2022, it is expected that the approval procedures of daily connected transactions comply with relevant regulations, the transaction behavior is reasonable, and the transaction pricing complies with market principles.
Ms. Zhong Xiaoping, a related supervisor, avoided voting.
Voting results: 2 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 the application for comprehensive credit and guarantee of the company and its subsidiaries in 2022 was reviewed and approved
After review, the board of supervisors believes that the relevant contents of the comprehensive credit and guarantee applied by the company and its subsidiaries in 2022 meet the current daily operating capital needs of the company and its subsidiaries, the risk is controllable, is conducive to enhancing the operating efficiency and profitability of the company and its subsidiaries, and does not harm the interests of the company and shareholders, and agrees with the above credit and guarantee.
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.
10、 The proposal on renewing the appointment of audit institutions in 2022 was deliberated and adopted
After review, the board of supervisors believes that Tianheng Certified Public Accountants (special general partnership), as the company’s audit institution in 2021, can be diligent, honest and trustworthy, earnestly perform its audit responsibilities, objectively evaluate the company’s financial status and operating results and independently express audit opinions in accordance with the Certified Public Accountants’ professional standards and ethics, It is agreed to renew the appointment of Tianheng Certified Public Accountants (special general partnership) as the company’s audit institution in 2022. The appointment period 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.
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.
11、 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 supervisors, all of them are affiliated supervisors, and all of them avoid voting, it is directly submitted to the 2021 annual general meeting of shareholders for deliberation.
It is hereby announced.
Jsti Group(300284) board of supervisors April 17, 2022
