Securities code: Jiangsu Changshu Automotive Trim Group Co.Ltd(603035) securities abbreviation: Jiangsu Changshu Automotive Trim Group Co.Ltd(603035) Announcement No.: 2022025 Jiangsu Changshu Automotive Trim Group Co.Ltd(603035)
Announcement of the resolution of the 6th meeting of the 4th board of directors
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important content tips:
There are 7 directors who should attend the meeting, and 7 actually attended the meeting.
1、 Meetings of the board of directors
Jiangsu Changshu Automotive Trim Group Co.Ltd(603035) (hereinafter referred to as “the company”) the sixth meeting of the Fourth Board of directors was held at 13:00 on April 18, 2022 in the company’s conference room in the form of on-site communication meeting. The company has sent the meeting notice to all directors of the company by email and telephone on April 2, 2022. There are 7 directors who should attend the meeting, and 7 actually attended the meeting. Senior managers and supervisors of the company attended the meeting as nonvoting delegates. The chairman of the meeting, Mr. Luo Xiaochun, read out and introduced the proposal. The notice and convening procedures of this meeting comply with the company law of the people’s Republic of China and Jiangsu Changshu Automotive Trim Group Co.Ltd(603035) articles of association and other relevant provisions. All directors passed all proposals by open ballot.
2、 Deliberations of the board meeting
(I) deliberated and adopted the work report of the board of directors in 2021
Mr. Chen Liang, Mr. Liu Baoyu and Mr. Yu Xiang, the independent directors of the company, submitted the report on the work of independent directors in 2021 to the board of directors and will report on their work at the 2021 general meeting of shareholders.
Agree to the work report of the board of directors in 2021.
Voting results: 7 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(II) the 2021 general manager’s work report was reviewed and adopted
Agree to the 2021 general manager’s work report.
Voting results: 7 in favor, 0 against and 0 abstention.
(III) the proposal on the 2021 annual report and its summary was deliberated and adopted
Agree with the annual report 2021 and its summary.
Voting results: 7 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(IV) the proposal on the financial final accounts of 2021 and the financial budget of 2022 was reviewed and approved, and the proposal on the financial final accounts of 2021 and the financial budget of 2022 was agreed.
Voting results: 7 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(V) deliberated and passed the proposal on the implementation of daily connected transactions in 2021 and the expected daily connected transactions in 2022
Agree to the proposal on the implementation of daily connected transactions in 2021 and the expected daily connected transactions in 2022. The independent directors of the company reviewed the proposal in advance, unanimously agreed to submit it to the board of directors for deliberation, and issued their prior approval opinions and agreed independent opinions.
The matter involved related party transactions, and related directors Luo Xiaochun, Wu Haijiang and Tao Jianbing avoided voting.
Voting result: 0 votes for non related directors and 4 abstentions.
The proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(VI) the proposal on 2021 annual profit distribution plan was deliberated and adopted
It is agreed to distribute 3.496 yuan (including tax) to all shareholders for every 10 shares based on the total share capital on the date of equity registration of profit distribution. As of December 31, 2021, the total share capital of the company is 360749112 shares. Based on this calculation, the total cash dividend to be distributed is 12611788956 yuan (including tax), and the remaining undistributed profits are carried forward and retained.
The company’s cash dividends accounted for 30.00% of the net profit attributable to the common shareholders of the listed company in the annual consolidated statements. Capital reserve will not be converted into share capital this time.
If the total share capital of the company changes due to the conversion of convertible bonds into shares between the date of disclosure of the profit distribution plan and the date of equity registration of profit distribution, it is proposed to maintain the distribution proportion of cash distribution per share unchanged and adjust the total amount of cash distribution accordingly.
Independent directors expressed their independent opinions on the proposal.
Voting results: 7 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(VII) the proposal on self-evaluation report on internal control in 2021 was deliberated and adopted
Agree to the proposal on self-evaluation report on internal control in 2021.
Independent directors expressed their independent opinions on the proposal.
Voting results: 7 in favor, 0 against and 0 abstention.
(VIII) the proposal on the special report on the deposit and actual use of raised funds in 2021 was deliberated and adopted
Agree to the proposal on the special report on the deposit and actual use of raised funds in 2021. Lixin Certified Public Accountants (special general partnership) issued an assurance report on the deposit and actual use of the company’s raised funds in 2021. The company’s sponsor China Securities Co.Ltd(601066) issued an agreed verification opinion. The independent directors of the company expressed their independent opinions on the above matters.
Voting results: 7 in favor, 0 against and 0 abstention.
(IX) the proposal on remuneration of senior managers was deliberated and adopted
We agree with the proposal on the remuneration of senior managers.
Independent directors expressed their independent opinions on the proposal.
Voting results: 7 in favor, 0 against and 0 abstention.
(x) the proposal on renewing the appointment of accounting firms was deliberated and adopted
Agree to renew the appointment of Lixin Certified Public Accountants (special general partnership) as the company’s financial audit and internal control audit institution in 2022 for one year to provide audit services for the company, and submit to the general meeting of shareholders to authorize the company’s operation and management to determine the remuneration of the audit institution and other specific matters.
The independent directors expressed their prior approval opinions and agreed independent opinions on the proposal.
Voting results: 7 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the general meeting of shareholders for deliberation.
（11） The proposal on using idle self owned funds for cash management was deliberated and adopted
It is agreed that the company will use some idle self owned funds with a total amount of no more than 200 million yuan for cash management under the condition of ensuring the working capital required for the daily production and operation of the company and its subsidiaries, mainly for the phased purchase of financial products with high safety and good liquidity, including but not limited to financial products, fixed income securities, structured deposits and other financial products. The resolution on cash management is valid for 12 months from the date of deliberation and adoption of the board of directors. Within the above financial management limit and validity period, the funds can be used on a rolling basis. The board of directors authorizes the chairman to exercise the investment decision-making power within the above limit and sign relevant contract documents. The management of the company organizes relevant departments to implement it.
The independent directors expressed their independent opinions on the proposal.
Voting results: 7 in favor, 0 against and 0 abstention.
It is hereby announced.
Jiangsu Changshu Automotive Trim Group Co.Ltd(603035) board of directors April 19, 2022
