Securities code: Jiangsu Changshu Automotive Trim Group Co.Ltd(603035) securities abbreviation: Jiangsu Changshu Automotive Trim Group Co.Ltd(603035) Announcement No.: 2022031 Jiangsu Changshu Automotive Trim Group Co.Ltd(603035)
Announcement of the resolution of the 6th meeting of the 4th board of supervisors
The board of supervisors and all supervisors 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.
1、 Meetings of the board of supervisors
Jiangsu Changshu Automotive Trim Group Co.Ltd(603035) (hereinafter referred to as “the company”) the sixth meeting of the Fourth Board of supervisors was held by on-site voting in the company’s conference room at 14:00 p.m. on April 18, 2022. On April 2, 2022, the company sent the notice of the meeting to all supervisors of the company by email and telephone. The meeting was presided over by Mr. Qin Limin, chairman of the board of supervisors of the company. Three supervisors should attend the meeting and three actually attended the meeting. The convening and procedures of the meeting comply with the company law of the people’s Republic of China, Jiangsu Changshu Automotive Trim Group Co.Ltd(603035) articles of Association (hereinafter referred to as the “articles of association”) and other relevant provisions. After deliberation by the supervisors attending the meeting, all supervisors voted and passed all proposals by open ballot:
2、 Deliberation at the meeting of the board of supervisors
(I) deliberated and adopted the work report of the board of supervisors in 2021
In accordance with the company law of the people’s Republic of China, the articles of association and other relevant provisions, in order to summarize the work of the board of supervisors in 2021, the board of supervisors prepared the work report of the board of supervisors in 2021.
Voting results: 3 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(II) the proposal on the 2021 annual report and its summary was deliberated and adopted
The preparation procedure of the company’s 2021 annual report complies with relevant laws, regulations, articles of association and other provisions; The contents of this annual report are true, accurate and complete, without any false records, misleading statements or major omissions. The report objectively reflects the financial and operating conditions of the company, and Lixin Certified Public Accountants (special general partnership) issued a standard unqualified audit report. The supervisors attending the meeting carefully and strictly reviewed the annual report of 2021 and put forward the following written review opinions. The supervisors attending the meeting held that:
(1) The preparation and review procedures of the company’s 2021 annual report comply with laws, regulations, the articles of association and other provisions;
(2) The content and format of the company’s 2021 annual report comply with the provisions of China Securities Regulatory Commission and Shanghai Stock Exchange, and the information contained can comprehensively and truly reflect the company’s operation, management, financial status and other matters;
(3) No personnel involved in the preparation and review of the 2021 annual report were found to have violated the confidentiality provisions. Agree to Jiangsu Changshu Automotive Trim Group Co.Ltd(603035) 2021 annual report and its summary.
Voting results: 3 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(III) 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: 3 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 implementation of daily connected transactions in 2021 and the expected daily connected transactions in 2022 was deliberated and adopted
Agree to the proposal on the implementation of daily connected transactions in 2021 and the expected daily connected transactions in 2022.
Voting results: 3 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(V) the proposal on the annual profit distribution plan for 2021 was deliberated and adopted
It is agreed to distribute 3.496 yuan (including tax) to all shareholders for every 10 shares based on the registration date 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 convertible bonds 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.
The board of supervisors believes that this profit distribution plan complies with the profit distribution policies and relevant laws and regulations stipulated in the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies and the articles of association, takes full account of the actual operation and future development plan of the company, meets the needs of the company’s long-term sustainable development, does not damage the legitimate rights and interests of minority shareholders, and is in line with the interests of the company and all shareholders, Agree to this profit distribution plan.
Voting results: 3 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(VI) 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.
The board of supervisors believes that the company’s self-evaluation report on internal control in 2021 objectively and truly reflects the construction and implementation of the company’s internal control and the relevant defects and rectification found in the internal control. The procedures and methods of internal control self-evaluation, internal control defects and their identification and rectification formulated by the company are highly operable. The company has established a relatively perfect corporate governance structure and internal control standard system according to its actual situation and the requirements of the regulatory department, which can effectively control and supervise the operation and management of the company and make the operation and management activities of the company coordinated, orderly and efficient.
Voting results: 3 in favor, 0 against and 0 abstention.
(VII) the proposal on the special report on the deposit and actual use of raised funds in 2021 was deliberated and adopted
Agree to the special report on the deposit and actual use of raised funds in 2021.
The board of supervisors believes that the company can use and manage the raised funds in strict accordance with the provisions of the regulatory authorities and the company on the raised funds, and the relevant information on the use of the raised funds can be disclosed in a true, accurate, complete and timely manner, without any violation of the management of the raised funds.
Voting results: 3 in favor, 0 against and 0 abstention.
(VIII) the proposal on the renewal of accounting firm 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.
Voting results: 3 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(IX) 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.
Voting results: 3 in favor, 0 against and 0 abstention.
It is hereby announced.
Jiangsu Changshu Automotive Trim Group Co.Ltd(603035) board of supervisors April 19, 2022
