Securities code: Huadian Heavy Industries Co.Ltd(601226) securities abbreviation: Huadian Heavy Industries Co.Ltd(601226) Announcement No.: pro 2022009 Huadian Heavy Industries Co.Ltd(601226)
Announcement on the resolutions 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.
The notice of the sixth meeting of the Fourth Board of directors of Huadian Heavy Industries Co.Ltd(601226) (hereinafter referred to as " Huadian Heavy Industries Co.Ltd(601226) " or "the company") was sent by e-mail on April 11, 2022. The meeting was held at room 1110, block B, Huadian Industrial Park, East Automobile Museum Road, Fengtai District, Beijing at 9 a.m. on April 21, 2022 by on-site voting combined with communication. There are 9 directors of the company and 9 directors actually participating in the voting (Ms. Wang Kun, the independent director of the company, votes by means of communication for work reasons, and the other 8 directors vote on site). The supervisors, senior managers and other relevant personnel of the company attended the meeting as nonvoting delegates. The meeting was presided over by Mr. Wen Duanchao, chairman of the company. The convening procedures and voting methods were in line with the relevant provisions of the company law and the articles of association, and the contents of the resolution were legal and effective. The meeting voted by open ballot, deliberated and adopted the following proposals:
1、 Work report of the general manager of the company in 2021
Voting: 9 affirmative votes; No negative vote; The motion was passed with 0 abstention.
2、 Work report of the board of directors in 2021
Voting: 9 affirmative votes; No negative vote; The motion was passed with 0 abstention.
It is agreed to submit this proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
3、 Report on the work of independent directors of the company in 2021
Voting: 9 affirmative votes; No negative vote; The motion was passed with 0 abstention.
It is agreed to submit this proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) on April 22, 2022 Report on the work of independent directors in 2021 disclosed.
4、 2021 annual performance report of the audit committee of the board of directors of the company
Voting: 9 affirmative votes; No negative vote; The motion was passed with 0 abstention.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) on April 22, 20222021 annual performance report of the audit committee of the board of directors disclosed. 5、 2021 annual financial statement of the company
Voting: 9 affirmative votes; No negative vote; The motion was passed with 0 abstention.
It is agreed to submit this proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
6、 2021 annual profit distribution plan of the company
Voting: 9 affirmative votes; No negative vote; The motion was passed with 0 abstention.
It is agreed to submit this proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
Audited by Tianzhi International Certified Public Accountants (special general partnership), the net profit of Huadian Heavy Industries Co.Ltd(601226) parent company in 2021 was 23408600 yuan, the surplus reserve was 23408900 yuan this year, and the profit for 2020 was Canature Health Technology Group Co.Ltd(300272) million yuan. The undistributed profit of the parent company at the beginning of 2021 was 1017472100 yuan. As of December 31, 2021, the undistributed profit was 1198124700 yuan.
It is agreed to draw up the profit distribution plan for 2021 as follows: Based on the total share capital of 116710000 shares on December 31, 2021, a cash dividend of RMB 0.85 (including tax) will be distributed to all shareholders for every 10 shares, totaling RMB 991959 million, accounting for 32.71% of the net profit attributable to the parent company according to the consolidated statement. After the cash dividend is distributed, the remaining undistributed profit will be carried forward to the next year. If the total share capital of the company changes before the equity registration date of equity distribution, it is proposed to keep the total distribution unchanged and adjust the distribution proportion per share accordingly.
Opinions of independent directors: "the profit distribution plan for 2021 proposed by the board of directors takes into account the current operation status, capital demand and future development of the company, which is in line with the articles of association of the company The profit distribution policy stipulated in the is also in line with the relevant provisions of laws and regulations. There is no interference and cash out by major shareholders, and there is no damage to the interests of the company's shareholders, especially small and medium-sized shareholders. It is conducive to the sustainable, stable and healthy development of the company. It is agreed to submit the company's profit distribution plan for 2021 to the company's 2021 annual general meeting for deliberation. "
For details, please refer to the website of China Securities Journal, securities daily and Shanghai Stock Exchange (www.sse. Com. CN.) on April 22, 2022 The announcement of profit distribution plan for 2021 disclosed.
7、 Proposal on 2021 annual report and summary of the company
Voting: 9 affirmative votes; No negative vote; The motion was passed with 0 abstention.
It is agreed to submit this proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) on April 22, 2022 The full text and summary of the 2021 annual report disclosed, and the summary of the 2021 annual report are detailed in China Securities Journal and Securities Daily on the same day.
8、 Proposal on internal control evaluation report of the company in 2021
Voting: 9 affirmative votes; No negative vote; The motion was passed with 0 abstention.
Opinion of the Audit Committee: "the company is in accordance with the relevant requirements of China Securities Regulatory Commission, Shanghai Stock Exchange and other departments on the internal control of listed companies, as well as the company law, securities law, basic norms of enterprise internal control and supporting instructions for enterprise internal control." It has established a comprehensive and standardized risk management system in combination with the characteristics of laws and regulations and the actual situation. The key activities of the company's internal control shall be carried out in accordance with the provisions of the company's internal control systems. During the reporting period, the company had no major defects in the internal control over financial reporting and non-financial reporting, nor significant defects in the internal control over financial reporting and non-financial reporting. We believe that the evaluation of the company's internal control is comprehensive, true and accurate, which reflects the actual situation of the company's internal control. Agree to submit relevant proposals to the board of directors of the company for deliberation. "
Opinions of independent directors: "the company shall comply with the relevant requirements of China Securities Regulatory Commission, Shanghai Stock Exchange and other regulatory authorities on the internal control of listed companies, as well as the basic norms of enterprise internal control and the supporting guidelines of enterprise internal control." And other relevant normative documents, combined with their own actual characteristics and conditions, and based on the daily supervision and special supervision of internal control, evaluated the operation and effectiveness of internal control in 2021.
The company has established a relatively perfect internal control system in accordance with the basic norms of enterprise internal control, supporting guidelines for enterprise internal control and other relevant normative documents, and the key activities of internal control are carried out in accordance with the provisions of various internal control systems. During the reporting period, the company had no major defects in internal control, and there were no factors affecting the evaluation conclusion of the effectiveness of internal control. The company has maintained effective internal control in all major aspects in accordance with the requirements of the enterprise internal control standard system and relevant regulations. Therefore, we believe that the evaluation of the company's internal control is comprehensive, true and accurate, reflecting the actual situation of the company's internal control. "
Audit opinion of Tianzhi International Certified Public Accountants (special general partnership): "we believe that Huadian Heavy Industries Co.Ltd(601226) has maintained effective internal control over financial reporting in all major aspects in accordance with the basic norms of enterprise internal control and relevant regulations on December 31, 2021."
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) on April 22, 2022 Disclosed internal control evaluation report and internal control audit report in 2021.
9、 Proposal on comprehensive risk management of the company in 2021
Voting: 9 affirmative votes; No negative vote; The motion was passed with 0 abstention.
10、 Proposal on the company's 2021 annual social responsibility report
Voting: 9 affirmative votes; No negative vote; The motion was passed with 0 abstention.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) on April 22, 20222021 social responsibility report disclosed by the company.
11、 Proposal on the remuneration of senior managers of the company in 2021
Voting: 9 affirmative votes; No negative vote; The motion was passed with 0 abstention.
Opinion of the nomination and Remuneration Committee: "we assess the company's senior managers in combination with the company's business performance, the work responsibilities and comprehensive performance of relevant senior managers. We believe that the assessment results are objective and fair, in line with the actual situation of the company, and the assessment procedures comply with the provisions of legal laws and regulations and relevant systems of the company. We agree to submit the proposal on the remuneration of senior managers of the company in 2021 Submit to the board of directors of the company for deliberation. "
Opinions of independent directors: "on April 11, 2022, the nomination and Remuneration Committee of the Fourth Board of directors assessed the work and operating performance of the company's senior managers in 2021 at the fourth interim meeting. After verification, we believe that the formulation and decision-making procedures of the company's senior managers' remuneration in 2021 comply with the articles of association and the measures for the administration of senior managers' remuneration According to the provisions of relevant rules and regulations, the assessment results and the payment of remuneration are objective and fair, in line with the actual situation of the company, and it is agreed to pay the remuneration of senior managers in accordance with the proposal on the remuneration of senior managers of the company in 2021. "
12、 Proposal on the pre liquidation of the company's total payroll in 2021
Voting: 9 affirmative votes; No negative vote; The motion was passed with 0 abstention.
13、 Voting on the special report on the deposit and actual use of the company's raised funds in 2021: 9 votes in favor; No negative vote; The motion was passed with 0 abstention.
For details, please refer to the website of China Securities Journal, securities daily and Shanghai Stock Exchange (www.sse. Com. CN.) on April 22, 2022 Special report on the deposit and actual use of raised funds in 2021 disclosed.
14、 Proposal on the implementation of the company's daily connected transactions in 2021 and the prediction of daily connected transactions in 2022
Voting: 6 affirmative votes; No negative vote; No abstention; The motion was passed by avoiding three votes.
It is agreed to submit this proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
The affiliated directors Mr. Wen Duanchao, Mr. Peng Gangping and Mr. Li Guoming avoided the voting of this proposal according to the relevant provisions of the articles of association.
Opinion of the board of Auditors: "The daily related party transactions that have occurred in 2021 and are expected to occur in 2022 are conducive to the increase of the company's sales revenue and the daily operation and steady development of the company. The related party transactions follow the commercial principles of compensation, fairness and voluntariness. The transaction pricing is fair and will not harm the interests of the company and its shareholders. It is fair and reasonable for the company and all shareholders. It is agreed to submit the relevant proposals to the board of directors of the company for deliberation."
Opinions of independent directors: "We have reviewed the implementation of the company's daily related party transactions in 2021 and the expected related matters of the company's daily related party transactions in 2022, and agreed to submit the relevant proposals to the sixth meeting of the Fourth Board of directors for deliberation. After carefully reading the relevant materials provided by the company, we believe that the actual daily related party transactions in 2021 and the expected daily related party transactions in 2022 are conducive to the stability of the company's production and operation, It can realize complementary advantages and rational allocation of resources. Related party transactions follow the commercial principles of compensation, fairness and voluntariness. The transaction contents and deliberation procedures are legal and compliant, and the transaction pricing is fair, which is conducive to the production, operation and long-term development of the company, will not adversely affect the current and future financial status and operating results of the company, and will not damage the interests of the company and other shareholders. Agree to submit relevant proposals to the 2021 annual general meeting of shareholders of the company for deliberation. "
For details, please refer to the website of China Securities Journal, securities daily and Shanghai Stock Exchange (www.sse. Com. CN.) on April 22, 2022 The announcement on the implementation of daily connected transactions in 2021 and the expected events of daily connected transactions in 2022 disclosed.
15、 Proposal on the company's total payroll pre control plan in 2022
Voting: 9 affirmative votes; No negative vote; The motion was passed with 0 abstention.
16、 2022 annual financial budget report of the company
Voting: 9 affirmative votes; No negative vote; The motion was passed with 0 abstention.
It is agreed to submit this proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
17、 Proposal on employing the company's audit institution and internal control audit institution in 2022
Voting: 9 affirmative votes; No negative vote; The motion was passed with 0 abstention.
It is agreed to appoint Tianzhi International Certified Public Accountants (special general partnership) as the company's audit institution and internal control audit institution in 2022, with a total audit fee of 750000 yuan, including 500000 yuan for financial audit and 250000 yuan for internal control audit. If the audit scope changes, both parties shall determine it through negotiation. It is agreed to submit this proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
Opinion of the Audit Committee: "we recognize the performance of Tianzhi International Certified Public Accountants (special general partnership) (hereinafter referred to as" Tianzhi International Certified Public Accountants ") in the audit process of 2021. The certified public accountants for the annual audit of Tianzhi international certified public accountants have completed the annual audit work in strict accordance with relevant regulations, with sufficient audit time and reasonable allocation of auditors
