Securities code: Sichuan Etrol Technologies Co.Ltd(300370) securities abbreviation: St security control announcement Code: 2022032 Sichuan Etrol Technologies Co.Ltd(300370)
Announcement of resolutions of the 21st 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.
1、 Meetings of the board of directors
The notice of the 21st Meeting of the 5th board of directors of Sichuan Etrol Technologies Co.Ltd(300370) (hereinafter referred to as “the company”) was sent by e-mail on April 11, 2022, and the meeting was held at 10:00 a.m. on April 21, 2022 in the company’s conference room in the combination of on-site and communication voting. There are 9 directors who should attend the meeting and 9 directors who actually attend the meeting (including 5 by means of communication voting). Mr. Liu Wei and Mr. Wang Bin, the directors, and Mr. Song Gang, Mr. Sun Bao and Mr. Ma Defang, the independent directors, attended the meeting by means of communication voting. The meeting was convened and presided over by Mr. Xu Yongliang, chairman of the board of directors, and the supervisors and senior managers of the company attended the meeting as nonvoting delegates. The meeting was held in accordance with the relevant provisions of the company law of the people’s Republic of China and the articles of association.
2、 Deliberations of the board meeting
In accordance with the provisions of the company law of the people’s Republic of China, the articles of association and relevant laws and regulations, the following proposals were deliberated and adopted by on-site and communication voting through the directors attending the meeting: (I) the proposal on the work report of the board of directors in 2021 was deliberated and adopted;
During the reporting period, the board of directors of the company conscientiously implemented the resolutions of the general meeting of shareholders, actively promoted the implementation of the resolutions of the board of directors, continuously optimized the corporate governance structure, continuously improved the decision-making efficiency and decision-making level of the board of directors in strict accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China and other laws and regulations, as well as the articles of association and rules of procedure of the board of directors, Earnestly safeguard the interests of the company. For details of the work report of the board of directors in 2021, please refer to the company’s disclosure on cninfo.com.cn on April 22, 2022 Relevant parts of “section III Management Discussion and analysis” and “section IV corporate governance” in the 2021 annual report.
The independent directors of the company, Mr. Song Gang, Mr. Sun Bao, Mr. Ma Defang and the successive independent directors, Mr. Hong Jinming, respectively 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 annual general meeting of shareholders of the company. For details, see the company’s disclosure on cninfo.com.cn on April 22, 2022 Report on the work of independent directors in 2021.
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 for deliberation.
(II) deliberated and passed the proposal on the work report of the general manager in 2021;
Mr. Zhang Lei, the general manager of the company, reported the work in 2021 to the board of directors. The board of directors believed that the report objectively and truly reflected the work and achievements of the company in implementing the resolutions of the board of directors, managing and implementing various systems of the company during the reporting period.
Voting results: 9 in favor, 0 against and 0 abstention.
(III) the proposal on the full text and summary of the company’s 2021 annual report was deliberated and adopted; The full text of the 2021 annual report (Announcement No.: 2022030) and the summary of the 2021 annual report (Announcement No.: 2022029) are detailed in the company’s website (www.cn. Info. Com. CN.) on April 22, 2022 Relevant announcements of disclosure. The suggestive announcement on the disclosure of 2021 annual report (Announcement No.: 2022028) was published in the securities times 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 for deliberation.
(IV) the proposal on the full text of the report for the first quarter of 2022 was considered and adopted;
The full text of the first quarter report of 2022 (Announcement No.: 2022056) is detailed in the company’s website on April 22, 2022 (www.cn. Info. Com. CN.) Relevant announcements of disclosure.
Voting results: 9 in favor, 0 against and 0 abstention.
(V) deliberated and passed the proposal on the financial final accounts report of 2021;
The detailed contents of the 2021 annual financial statement report (Announcement No.: 2022041) are detailed in the company’s website on April 22, 2022 (www.cn. Info. Com. CN.) Relevant announcements of disclosure.
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 for deliberation.
(VI) deliberated and passed the proposal on the audited financial report in 2021;
The financial and accounting report of the company in 2021 was audited by Beijing Xinghua Certified Public Accountants (special general partnership), which issued an audit report with qualified opinions. For details of the audit report, see the company’s website on cninfo (www.cn. Info. Com. CN.) on April 22, 2022 The board of directors and independent directors of the company made special explanations on the audit report.
The detailed contents of the 2021 annual financial statement audit report (Announcement No.: 2022031) are detailed in the company’s website on April 22, 2022 (www.cn. Info. Com. CN.) Relevant announcements of disclosure.
Voting results: 9 in favor, 0 against and 0 abstention.
(VII) the proposal on the profit distribution plan for 2021 was deliberated and adopted;
Audited by Beijing Xinghua Certified Public Accountants (special general partnership), the net profit attributable to the shareholders of the parent company in 2021 was -86635498862 yuan. According to the company law of the people’s Republic of China and the articles of association, the statutory surplus reserve is not withdrawn in this year. By the end of 2021, the profit available for distribution in the statement of the parent company is -130127777521 yuan, and the company has been issued with qualified audit report by Beijing Xinghua Certified Public Accountants (special general partner). According to the relevant provisions on profit distribution in the articles of association, the specified cash dividend conditions are not met. According to the decision of the board of directors, the company’s profit distribution plan for 2021: no cash dividend, no bonus share distribution, and no conversion of capital reserve into share capital.
The independent directors of the company have expressed clear independent opinions on this proposal. For details, see the company’s website on April 22, 2022 (www.cn. Info. Com. CN.) Relevant announcements of disclosure.
The specific contents of the special instructions on no profit distribution in 2021 (Announcement No.: 2022042) are detailed in the company’s website on April 22, 2022 (www.cn. Info. Com. CN.) Relevant announcements of disclosure.
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 for deliberation.
(VIII) deliberated and passed the proposal on the self-evaluation report on internal control in 2021;
See cninfo.com.cn on April 22, 2022 for details of the 2021 internal control self evaluation report (Announcement No.: 2022043) Relevant announcements of disclosure.
The independent directors of the company have expressed clear independent opinions on this report. For details, see the company’s website on April 22, 2022 (www.cn. Info. Com. CN.) Relevant announcements of disclosure.
Voting results: 9 in favor, 0 against and 0 abstention.
(IX) deliberated and passed the proposal on the renewal of the company’s audit institution in 2022;
It is agreed that the company will continue to employ Beijing Xinghua Certified Public Accountants (special general partnership) as the company’s auditor in 2022 for one year.
The announcement on the renewal of the company’s audit institution in 2022 (Announcement No.: 2022044) is detailed on cninfo.com.cn on April 22, 2022 Relevant announcements of disclosure.
The independent directors of the company have expressed their prior approval opinions and independent opinions on this proposal. For details, please refer to the company’s website on April 22, 2022 (www.cn. Info. Com. CN.) Relevant announcements of disclosure. 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 for deliberation.
(x) the proposal on the provision for asset impairment in 2021 was deliberated and adopted;
In order to truly reflect the company’s financial situation and operating results, based on the principle of prudence, in accordance with the accounting standards for Business Enterprises No. 8 – asset impairment and the relevant provisions of the company’s accounting policies, The company made a comprehensive inventory, inventory, analysis and evaluation of assets with possible signs of impairment at the end of 2021 (including notes receivable, accounts receivable, other receivables, contract assets, inventory, non current assets due within one year, long-term receivables, fixed assets, intangible assets and goodwill). Based on the principle of prudence, the company made a total of 415458800 yuan of impairment reserves for the above assets in 2021, Among them, the provision for credit impairment is 119931 million yuan and the provision for asset impairment is 2955278 million yuan. The provision for impairment of relevant assets is made based on the principle of accounting prudence. The basis is sufficient. After the provision for impairment of assets is made, it can fairly reflect the status of the company’s assets and make the accounting information about the value of assets more authentic, reliable and reasonable.
The independent directors of the company have expressed clear independent opinions on this proposal. For details, see the company’s website on April 22, 2022 (www.cn. Info. Com. CN.) Relevant announcements of disclosure.
The announcement on withdrawing the provision for asset impairment in 2021 (Announcement No.: 2022045) is detailed in the company’s website on April 22, 2022 (www.cn. Info. Com. CN.) Relevant announcements of disclosure.
Voting results: 9 in favor, 0 against and 0 abstention.
（11） The proposal on the company’s outstanding losses reaching one third of the total paid in share capital was deliberated and adopted;
According to the audit of Beijing Xinghua Certified Public Accountants (special general partnership), as of December 31, 2021, the undistributed profit in the consolidated statements of the company in 2021 was -153892545169 yuan, accounting for -160.78% of the total share capital of 95714634400 yuan, and the undistributed profit in the statements of the parent company in 2021 was -130127777521 yuan, accounting for -135.95% of the total share capital of 95714634400 yuan. The company’s outstanding losses have exceeded one-third of the total paid in share capital. According to the relevant provisions of the company law of the people’s Republic of China and the articles of association, this matter shall be submitted to the general meeting of shareholders for deliberation.
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 for deliberation.
（12） Deliberated and adopted the special notes of the board of directors on the audit report and matters with qualified opinions in 2021;
The specific contents of the special instructions of the board of directors on the audit report and matters with qualified opinions in 2021 (Announcement No.: 2022047) are detailed in the company’s website (www.cn. Info. Com. CN.) on April 22, 2022 Relevant announcements of disclosure.
The independent directors of the company have expressed clear independent opinions on this proposal. For details, see the company’s website on April 22, 2022 (www.cn. Info. Com. CN.) Relevant announcements of disclosure.
Voting results: 9 in favor, 0 against and 0 abstention.
（13） The proposal on the authorization of the board of directors to the general manager of the company’s transaction approval authority was deliberated and adopted; In order to improve the company’s decision-making efficiency, further standardize the company’s operation and establish good legal order and business norms, according to the articles of association and relevant laws and regulations, the board of directors of the company authorizes the general manager of the company to exercise the following approval and decision-making authority within the scope of its authority:
1. If the total assets involved in the transaction are less than 10% (excluding 10%) of the company’s total assets audited in the latest period, if the total assets involved in the transaction have both book value and assessed value, the higher one shall be taken as the calculation data; 2. The relevant operating income of the transaction object (such as equity) in the latest fiscal year is less than 10% (excluding 10%) of the audited main business income of the company in the latest fiscal year;
3. The relevant net profit of the subject matter of the transaction (such as equity) in the latest fiscal year is lower than 10% (excluding 10%) of the audited net profit of the company in the latest fiscal year;
4. The transaction amount (including debts and expenses) of the transaction is less than 10% (excluding 10%) of the company’s latest audited net assets;
5. The profit generated from the transaction is less than 10% (excluding 10%) of the audited net profit of the company in the latest fiscal year.
The above authorization period is within one year from the date of deliberation and approval by the board of directors.
Voting results: 9 in favor, 0 against and 0 abstention.
（14） The proposal on the application for comprehensive financing limit, guarantee limit and related party transactions by the company (including its subsidiaries) and its holding subsidiaries in 2022 was reviewed and approved;
The company’s estimated comprehensive financing limit and guarantee limit in 2022 are to meet the public demand
