Securities code: 301111 securities abbreviation: Guangdong Jiangxi Wannianqing Cement Co.Ltd(000789) Announcement No.: 2022007 Guangdong Jiangxi Wannianqing Cement Co.Ltd(000789) Pharmaceutical Co., Ltd
Announcement on the resolution of the fourth meeting of the second 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.
1、 Meetings of the board of supervisors
Guangdong Jiangxi Wannianqing Cement Co.Ltd(000789) Pharmaceutical Co., Ltd. (hereinafter referred to as “the company”) held the fourth meeting of the second board of supervisors in the company’s conference room on April 21, 2022. Previously, the company had sent the meeting notice to all supervisors in the form of e-mail on April 11, 2022. The meeting was convened and presided over by Mr. Xie Zhouliang, chairman of the board of supervisors of the company. There were 3 supervisors who should attend the meeting and 3 supervisors who actually attended the meeting. The Secretary of the board of directors of the company attended the meeting as a nonvoting delegate.
The convening, convening and voting procedures of this meeting of the board of supervisors comply 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 other relevant provisions.
2、 Deliberation at the meeting of the board of supervisors
After careful deliberation by all supervisors present at the meeting, the following resolutions are formed:
(I) the proposal on the company’s 2021 annual report and its summary was deliberated and adopted
After review, the board of supervisors believes that the annual report 2021 and its abstract prepared by the board of directors comply with the provisions of relevant laws and regulations of the CSRC and Shenzhen Stock Exchange. The contents of the report are true, accurate and completely reflect the actual situation of the company, and there are no false records, misleading statements or major omissions.
For details, please refer to the company’s disclosure on cninfo (www.cn. Info. Com. CN.) on the same day Full text of 2021 annual report and summary of 2021 annual report.
Voting results: 3 in favor, 0 against and 0 abstention
The proposal needs to be submitted to the general meeting of shareholders in 2021.
(II) the proposal on the company’s work report of the board of supervisors in 2021 was deliberated and adopted
For details, please refer to the company’s disclosure on cninfo (www.cn. Info. Com. CN.) on the same day Work report of the board of supervisors in 2021.
Voting results: 3 in favor, 0 against and 0 abstention
The proposal needs to be submitted to the general meeting of shareholders in 2021.
(III) the proposal on the company’s 2021 annual audit report was deliberated and passed
For details, please refer to the company’s disclosure on cninfo (www.cn. Info. Com. CN.) on the same day 2021 annual audit report.
Voting results: 3 in favor, 0 against and 0 abstention
(IV) the proposal on the company’s profit distribution plan for 2021 was reviewed and approved
Based on the principle of rewarding shareholders and sharing operating results with shareholders, and on the premise of ensuring the sustainable operation and long-term development of the company, the company has formulated the following profit distribution plan for 2021:
Based on the 1 Shanghai Pudong Development Bank Co.Ltd(600000) 00 shares of the company’s total share capital as of December 31, 2021, cash dividends of 1.6 yuan (including tax), no bonus shares and no conversion of capital reserve into share capital will be distributed to all shareholders for every 10 shares. The total amount of cash dividends distributed is 25 Shanghai Pudong Development Bank Co.Ltd(600000) 00 yuan (including tax), and the remaining undistributed profits will be carried forward for annual distribution in the future.
For details, please refer to the company’s disclosure on cninfo (www.cn. Info. Com. CN.) on the same day Announcement on profit distribution plan in 2021.
Voting results: 3 in favor, 0 against and 0 abstention
The proposal needs to be submitted to the general meeting of shareholders in 2021.
(V) the proposal on the company’s 2021 annual financial statement report was deliberated and adopted
For details, please refer to the company’s disclosure on cninfo (www.cn. Info. Com. CN.) on the same day Financial final accounts report of 2021.
Voting results: 3 in favor, 0 against and 0 abstention
The proposal needs to be submitted to the general meeting of shareholders in 2021.
(VI) the proposal on the company’s self-evaluation report on internal control in 2021 was deliberated and adopted
After review, the board of supervisors believes that the company has established a relatively perfect internal control system and can effectively implement it, which can meet the needs of the company’s current management and development, ensure the orderly and effective development of the company’s business activities, and safeguard the interests of the company and shareholders. The company’s self-evaluation report on internal control in 2021 truly and accurately reflects the actual situation of the company’s internal control.
For details, please refer to the company’s disclosure on cninfo (www.cn. Info. Com. CN.) on the same day Self evaluation report on internal control in 2021.
There were no affirmative votes and no abstention
(VII) the proposal on the company’s special report on the deposit and actual use of raised funds in 2021 was reviewed and approved
After review, the board of supervisors believes that the deposit and use of the company’s raised funds in 2021 comply with the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange on the deposit and use of raised funds of listed companies, meet the specific requirements of the company’s raised funds management system, do not use and manage the raised funds in violation of regulations, and do not harm the interests of the company and shareholders.
For details, please refer to the company’s disclosure on cninfo (www.cn. Info. Com. CN.) on the same day Special report on the deposit and actual use of raised funds in 2021.
Voting results: 3 in favor, 0 against and 0 abstention
(VIII) reviewed the proposal on the remuneration plan of supervisors in 2022
Supervisors serving in the company receive employee compensation according to the labor contract signed with the company, their positions in the company, performance appraisal and the company’s salary management system. In addition, Xie Zhouliang, chairman of the board of supervisors of the company, adds an annual (pre tax) allowance of 18000 yuan; Supervisors Xu Aina and Ke Beina increased the annual (pre tax) allowance of 12000 yuan per person, which was paid on an average monthly basis.
Since the related supervisors involved in this proposal evaded voting, resulting in the number of supervisors exercising voting rights not meeting relevant regulations, this proposal does not form a resolution and is directly submitted to the 2021 annual general meeting of shareholders of the company for deliberation. (IX) the proposal on the renewal of the company’s audit institution in 2022 was deliberated and adopted
In view of the professional ability and good reputation of Huaxing Certified Public Accountants (special general partnership), and taking into account its service level and fees, the company plans to continue to employ Huaxing Certified Public Accountants (special general partnership) as the company’s audit institution in 2022, responsible for the audit of the company’s financial and accounting reports in 2022 for one year.
For details, please refer to the company’s disclosure on cninfo (www.cn. Info. Com. CN.) on the same day Announcement on reappointment of audit institutions in 2022.
Voting results: 3 in favor, 0 against and 0 abstention
The proposal needs to be submitted to the general meeting of shareholders in 2021.
(x) the proposal on using raised funds to replace self raised funds invested in projects raised in advance was deliberated and adopted
After review, the company uses the raised funds to replace the self raised funds that have been invested in the raised investment projects in advance. The contents and procedures comply with the relevant provisions of relevant laws, regulations and normative documents, do not conflict with the implementation plan of the raised funds investment projects, do not affect the normal progress of the raised funds investment projects, and do not change the investment direction of the raised funds in a disguised manner and damage the interests of shareholders, which is conducive to the sustainable development of the company, It is conducive to safeguarding the interests of all shareholders. The board of supervisors approved the company to use the raised funds of 7.6132 million yuan to replace the self raised funds invested in the raised projects in advance.
For details, please refer to the company’s disclosure on cninfo (www.cn. Info. Com. CN.) on the same day Announcement on using raised funds to replace self raised funds invested in raised investment projects in advance.
Voting results: 3 in favor, 0 against and 0 abstention
（11） The proposal on Amending the articles of association was deliberated and adopted
In accordance with the requirements of the company law, the Listing Rules of Shenzhen Stock Exchange on the gem, the self regulatory guidelines for listed companies on the Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the gem, the guidelines for the articles of association of listed companies (2022 Revision) and other laws and regulations, the company plans to partially revise the articles of association. For details, please refer to the company’s disclosure on cninfo (www.cn. Info. Com. CN.) on the same day Comparison table of amendments to the articles of association of the company.
Voting results: 3 in favor, 0 against and 0 abstention
The proposal needs to be submitted to the general meeting of shareholders in 2021.
3、 Documents for future reference
1. Resolution of the fourth meeting of the second board of supervisors.
It is hereby announced.
Board of supervisors of Guangdong Jiangxi Wannianqing Cement Co.Ltd(000789) Pharmaceutical Co., Ltd
April 25, 2022
