Securities code: Winning Health Technology Group Co.Ltd(300253) securities abbreviation: Winning Health Technology Group Co.Ltd(300253) Announcement No.: 2022024 Winning Health Technology Group Co.Ltd(300253)
Announcement on the resolutions of the 17th meeting of the 5th 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.
Winning Health Technology Group Co.Ltd(300253) (hereinafter referred to as "the company") held the 17th meeting of the 5th board of supervisors by means of communication voting on April 21, 2022. The meeting notice will be delivered by hand or sent by e-mail on April 11, 2022, and the supplementary notice will be sent by e-mail on April 18, 2022. Three supervisors should attend the meeting and three supervisors actually attended the meeting. The convening and convening of the board of supervisors comply with the provisions of the company law of the people's Republic of China and the articles of association. The meeting was presided over by Li Lin, chairman of the board of supervisors. Through the vote of all supervisors, the following resolutions are formed:
1、 The meeting deliberated and adopted the proposal on the work report of the board of supervisors in 2021 by 3 votes in favor, 0 against and 0 abstention
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
The work report of the board of supervisors in 2021 is detailed on the gem information disclosure website of the CSRC.
2、 The meeting deliberated and adopted the proposal on the company's 2021 financial report with 3 affirmative votes, 0 negative votes and 0 abstention
For details of the 2021 financial report, please refer to the 2021 audit report disclosed on the gem information disclosure website designated by the CSRC.
3、 The meeting deliberated and adopted the proposal on the company's 2021 annual financial statement report by 3 affirmative votes, 0 negative votes and 0 abstention votes
The proposal needs to be submitted to the general meeting of shareholders for deliberation.
See the gem information disclosure website designated by the CSRC for details of the 2021 annual financial statement report.
4、 The meeting deliberated and adopted the proposal on the company's profit distribution plan for 2021 by 3 votes in favor, 0 against and 0 abstention
Audited by Rongcheng Certified Public Accountants (special general partnership), the consolidated accounting statements of the company in 2021 realized a net profit of 37817411545 yuan attributable to the shareholders of the listed company, of which the parent company realized a net profit of 29640873752 yuan. According to the company law, the articles of association and other relevant provisions, after withdrawing 10% of the statutory surplus reserve of 2964087375 yuan according to the parent company's net profit of 29640873752 yuan in 2021, as of December 31, 2021, the distributable profit of the company's consolidated statements was 206167119629 yuan and the distributable profit of the parent company was 131968589366 yuan. According to the principle that the profit distribution should be based on the lower of the distributable profit of the parent company and the distributable profit of the consolidated financial statements, the profit available for distribution to shareholders of the company in 2021 is 131968589366 yuan.
In accordance with the company law, the articles of association and other relevant provisions, and in combination with the actual situation of the company, the company has formulated the profit distribution plan for 2021 as follows: take the total share capital on the date of equity distribution registration as the base (the shares repurchased through centralized bidding transaction will not participate in profit distribution), distribute cash dividends of RMB 0.20 (including tax) to all shareholders for every 10 shares, do not give bonus shares, and do not convert capital reserve into share capital. Between the disclosure date of the profit distribution plan and the date of equity distribution and equity registration, if the total share capital of the company changes due to the listing of new shares, the granting and exercise of equity incentive, the conversion of convertible bonds into shares, share repurchase and other matters, the company will maintain the distribution proportion per share unchanged and adjust the total distribution accordingly.
After deliberation, the board of supervisors held that the profit distribution plan for 2021 prepared by the board of directors of the company comprehensively considered the company's future development plan, profitability, growth, stock liquidity and other factors, and there was no violation of laws, regulations and the articles of association, or damage to the interests of the company's shareholders, especially small and medium-sized shareholders, which was conducive to the normal operation and healthy development of the company; The company strictly controls the scope of insiders and takes strict confidentiality measures. The board of supervisors agreed to the plan and submitted it to the general meeting of shareholders for deliberation.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
The announcement on the company's profit distribution plan in 2021 is detailed in the gem information disclosure website designated by the CSRC.
5、 The meeting deliberated and adopted the proposal on the company's 2021 annual report and its summary by 3 affirmative votes, 0 negative votes and 0 abstention votes
After deliberation, the board of supervisors held that the procedures for the preparation and review of the company's 2021 annual report and its summary by the board of directors comply with laws, administrative regulations and the provisions of the CSRC. The contents of the report truly, accurately and completely reflect the actual situation of the company, and there are no false records, misleading statements or major omissions.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
For details of the 2021 annual report and the 2021 annual report summary, please refer to the gem information disclosure website designated by the CSRC. The prompt announcement on the disclosure of the 2021 annual report is also published in China Securities News, Shanghai Securities News and securities times.
6、 The meeting deliberated and adopted the proposal on the evaluation report on internal control in 2021 by 3 affirmative votes, 0 negative votes and 0 abstention
After review, the board of supervisors believes that the company has established an internal control system covering all aspects of the company's operation and management and meeting the company's management requirements and development needs in accordance with the basic norms of enterprise internal control, the supporting guidelines for enterprise internal control and the relevant provisions of the securities regulatory authorities on the construction of internal control of listed companies, and in combination with the actual situation of the company's current business. The current internal control system is relatively standardized and complete, The internal control organization is complete and reasonably set, which ensures the orderly development of the company's business activities and effectively protects the fundamental interests of all shareholders of the company. The company's 2021 internal control evaluation report objectively and truly reflects the actual situation of the company's current internal control system construction, operation, system implementation and supervision.
For details of the 2021 internal control evaluation report and the opinions of independent directors, please refer to the gem information disclosure website designated by the CSRC.
7、 The meeting deliberated and adopted the proposal on the special report on the deposit and use of raised funds in 2021 by 3 votes in favor, 0 against and 0 abstention
After deliberation, the board of supervisors held that the deposit and use of the company's raised funds were carried out in strict accordance with the relevant provisions of the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies, the guidelines for the self discipline supervision of listed companies on Shenzhen Stock Exchange No. 2 - standardized operation of GEM listed companies, and the company's measures for the management of raised funds, which were timely, true, accurate Completely disclosed the relevant information on the use of raised funds, and there were no violations of raised funds management and information disclosure; The company has fulfilled the corresponding approval procedures for the use of funds, and there are no violations such as changing the investment direction of raised funds in a disguised form and damaging the interests of shareholders.
The company's special report on the storage and use of raised funds in 2021 truly and objectively reflects the actual situation of the company's storage and use of raised funds.
The special report on the deposit and use of raised funds in 2021 is detailed in the gem information disclosure website designated by the CSRC.
8、 The meeting deliberated and adopted the proposal on the company's employment of an audit institution in 2022 by 3 affirmative votes, 0 negative votes and 0 abstention votes
After review, the board of supervisors believes that Rongcheng Certified Public Accountants (special general partnership) has sufficient independence, professional competence and investor protection ability, has the audit qualification of securities and futures related businesses, and can meet the quality requirements of the company's audit work in 2022. It agrees to continue to hire Rongcheng certified public Accountants (special general partnership) as the company's audit institution in 2022 for one year, Agree to request the general meeting of shareholders to authorize the management of the company to negotiate with Rongcheng Certified Public Accountants (special general partnership) to determine the audit remuneration.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
See the information disclosure website of gem designated by China Securities Regulatory Commission for details of the announcement on the proposed reappointment of audit institutions in 2022.
9、 The meeting deliberated and adopted the proposal on the company's report for the first quarter of 2022 by 3 affirmative votes, 0 negative votes and 0 abstention votes
The first quarter report of 2022 is detailed on the gem information disclosure website designated by the CSRC. The suggestive announcement on the disclosure of the first quarter report of 2022 is also published in China Securities News, Shanghai Securities News and securities times.
It is hereby announced.
Winning Health Technology Group Co.Ltd(300253) board of supervisors
April 21, 2002
