Securities code: Zhe Kuang Heavy Industry Co.Ltd(300837) securities abbreviation: Zhe Kuang Heavy Industry Co.Ltd(300837) Announcement No.: 2022008 Zhe Kuang Heavy Industry Co.Ltd(300837)
Announcement on the resolutions of the 16th meeting of the third 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
Zhe Kuang Heavy Industry Co.Ltd(300837) (hereinafter referred to as “the company”) the notice of the 16th meeting of the third board of supervisors was delivered to all supervisors by hand on April 11, 2022. The meeting of the board of supervisors was held on site on Thursday, April 21, 2022. The site address of the meeting was the conference room of the company in Heping Town Industrial Park, Changxing County, Zhejiang Province.
There were 3 supervisors who should attend the meeting and 3 supervisors who actually attended the meeting. No supervisor was absent or entrusted other supervisors to attend the meeting on his behalf. The meeting was presided over by Xu Weihua, chairman of the board of supervisors, and some directors and senior managers of the company attended the meeting as nonvoting delegates. The convening, convening, deliberation and voting procedures of this meeting of the board of supervisors comply with the provisions of the company law of the people’s Republic of China and other laws, administrative regulations, departmental rules, normative documents and the articles of association, and the resolutions of the meeting are legal and effective.
2、 Deliberation at the meeting of the board of supervisors
The meeting of the board of supervisors was carefully deliberated by all supervisors. The participating supervisors voted on the proposals submitted to the board of supervisors for deliberation by open ballot, and passed the following proposals:
(I) deliberated and passed the proposal on the work report of the board of supervisors in 2021;
The board of supervisors summarized the work of the board of supervisors during the reporting period in accordance with the provisions and requirements of the company law and other relevant laws and regulations and the articles of association. After deliberation by the participating supervisors, the work report of the board of supervisors in 2021 was unanimously adopted.
For details, please refer to cninfo.com, the gem information disclosure website designated by China Securities Regulatory Commission, published by the company on the same day of this announcement（ http://www.cn.info.com.cn. ）Report on the work of the board of supervisors in 2021. Voting results: 3 in favor, 0 against and 0 abstention. The proposal was passed.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(II) deliberated and passed the proposal on the company’s financial final accounts report in 2021
In 2021, the company realized an operating revenue of 57325129607 yuan, a year-on-year increase of 23.86%; The net profit attributable to the shareholders of the listed company was 157 Sanan Optoelectronics Co.Ltd(600703) 99 yuan, a year-on-year increase of 30.10%. The company’s 2021 financial statements and notes have been audited by Zhonghui Certified Public Accountants (special general partnership) and issued a standard unqualified audit report.
After review, the board of supervisors believes that the company’s 2021 financial statement objectively and truly reflects the company’s financial situation and operating results in 2021.
For details, please refer to cninfo.com, the gem information disclosure website designated by China Securities Regulatory Commission, published by the company on the same day of this announcement（ http://www.cn.info.com.cn. ）Financial final accounts report of 2021 on. The proposal was passed with 0 votes and 3 abstentions.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(III) deliberated and passed the proposal on the company’s 2021 annual audit report
Zhonghui Certified Public Accountants (special general partnership) audited the company’s 2021 annual financial statements and notes to the statements, issued a standard unqualified opinion, conducted the audit, and issued the 2021 annual audit report (Zhonghui kuaishan [2022] No. 2277).
After review, the board of supervisors believes that the audit report issued by Zhonghui Certified Public Accountants (special general partnership) truly, objectively and accurately reflects the financial situation and operating results of the company in 2021, and there are no false and erroneous records and major omissions.
For details, please refer to cninfo.com, the gem information disclosure website designated by China Securities Regulatory Commission, published by the company on the same day of this announcement（ http://www.cn.info.com.cn. ）2021 annual audit report on.
Voting results: 3 in favor, 0 against and 0 abstention. The proposal was passed.
(IV) deliberated and passed the proposal on the full text and summary of the company’s 2021 annual report
After review, the board of supervisors believes that the preparation and review procedures of the company’s 2021 annual report comply with laws, administrative regulations and the provisions of the CSRC, and the contents of the report truly, accurately and completely reflect the company’s financial status and operation, without any false records, misleading statements or major omissions.
For details, please refer to cninfo.com, the gem information disclosure website designated by China Securities Regulatory Commission, published by the company on the same day of this announcement（ http://www.cn.info.com.cn. ）The summary of 2021 annual report (2022009) and 2021 annual report (2022010) on the website, and the summary of 2021 annual report are also published in the newspapers and periodicals designated by the company for information disclosure: China Securities News, Shanghai Securities News, securities times and Securities Daily.
Voting results: 3 in favor, 0 against and 0 abstention. The proposal was passed.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(V) deliberated and passed the proposal on the company’s profit distribution plan for 2021
According to the audit confirmation of Zhonghui Certified Public Accountants (special general partnership), the parent company realized a total net profit of 15796028160 yuan in 2021, and the consolidated statement of net profit attributable to the owner of the parent company in 2021 was 157 Sanan Optoelectronics Co.Ltd(600703) 99 yuan. In accordance with the provisions of the company law and the articles of association, the company has withdrawn 451979927 yuan of statutory surplus reserve. After the withdrawal of statutory surplus reserve this time, the cumulative amount of statutory surplus reserve of the company has reached 50% of the share capital and will not be withdrawn. After deducting the cash dividend of RMB 30000000 for 2020 distributed by the company on April 27, 2021, as of December 31, 2021, the accumulated undistributed profit of the parent company was RMB 53474828709 and the undistributed profit in the consolidated statements was RMB 53378501212.
In accordance with the company law, the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies (revised in 2022) and other relevant laws and regulations and the articles of association, and on the premise of taking into account the development stage of the company and the interests of shareholders, the company has formulated the profit distribution plan for 2021 as follows: Based on the total share capital of the company on December 31, 2021, 100000000 shares, the company will distribute cash of 3 yuan (including tax) to all shareholders for every 10 shares, No bonus shares will be given, no capital reserve will be converted into share capital, and the remaining undistributed profits will be carried forward for annual distribution in the future.
If the share capital of the company changes from the announcement of the plan to the implementation of the plan, the company will adjust the equity distribution plan according to the principle of unchanged total distribution.
After review, the board of supervisors believes that the company’s profit distribution plan for 2021 matches the company’s operating performance and future development, complies with the company’s profit distribution policy, the company law, the securities law, the accounting standards for business enterprises, the notice on matters related to the further implementation of cash dividends of listed companies, the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies, the articles of association and other relevant provisions, It does not harm the interests of shareholders, especially minority shareholders, and is conducive to the sustainable, healthy and stable development of the company.
For details, please refer to cninfo.com, the gem information disclosure website designated by China Securities Regulatory Commission, published by the company on the same day of this announcement（ http://www.cn.info.com.cn. ）Announcement on the company’s profit distribution plan for 2021 (2022011).
The proposal was passed with 0 votes and 3 abstentions.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(VI) deliberated and passed the proposal on the company’s special report on the deposit and use of raised funds in 2021
After review, the board of supervisors held that the use and management of the company’s raised funds comply with the relevant laws and regulations such as 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 listed companies on the gem, as well as the provisions and requirements of the articles of association and the management system of raised funds, and there is no illegal use of raised funds, The investment direction and purpose of the raised funds have not been changed, and no acts in violation of laws and regulations and damaging the interests of shareholders have been found. The company’s special report on the deposit and use of raised funds in 2021 truly and objectively reflects the deposit and use of raised funds in 2021. For details, please refer to cninfo.com, the gem information disclosure website designated by China Securities Regulatory Commission, published by the company on the same day of this announcement（ http://www.cn.info.com.cn. ）The special report on the deposit and use of raised funds in 2021 (2022012), the verification opinions of Haitong Securities Company Limited(600837) on the deposit and use of raised funds in Zhe Kuang Heavy Industry Co.Ltd(300837) 2021 and the verification report on the deposit and use of raised funds in Zhe Kuang Heavy Industry Co.Ltd(300837) year.
The proposal was passed with 0 votes and 3 abstentions.
(VII) the proposal on the company’s self-evaluation report on internal control in 2021 was reviewed and approved. After review, the board of supervisors held that the company has established a relatively perfect and reasonable internal control system in accordance with the requirements of relevant laws and regulations, normative documents and the articles of association, combined with the actual situation and management needs of the company, and the company has set up corresponding departments and allocated the required personnel, Relevant internal control systems have been effectively implemented, playing a better role in prevention and control in all processes and key links of operation and management, providing guarantee for the steady development of the company and safeguarding the interests of the company and shareholders. The 2021 internal control self evaluation report prepared by the company truly, accurately and objectively reflects the construction and operation of the company’s internal control system.
For details, please refer to cninfo.com, the gem information disclosure website designated by China Securities Regulatory Commission, published by the company on the same day of this announcement（ http://www.cn.info.com.cn. ）The 2021 annual internal control self-evaluation report, the internal control assurance report, the audit opinions of the board of supervisors on the 2021 annual internal control self-evaluation report of the company, and the Haitong Securities Company Limited(600837) opinions on the verification of Zhe Kuang Heavy Industry Co.Ltd(300837) 2021 annual internal control evaluation report.
The proposal was passed with 0 votes and 3 abstentions.
(VIII) deliberated and passed the proposal on the occupation of non operating funds and other related capital transactions of the company and the external guarantee of the company
After review, the board of supervisors held that: during the reporting period, the company’s external guarantees have fulfilled the necessary decision-making and information disclosure procedures, and there are no illegal external guarantees; The controlling shareholders and other related parties of the company do not occupy the company’s funds, nor do they occupy funds that have occurred in previous years and continued to the reporting period; The company does not provide guarantees for controlling shareholders, actual controllers and other related parties;
The audit institution Zhonghui Certified Public Accountants (special general partnership) issued a special audit statement on the capital occupation of the company’s controlling shareholders and other related parties and the company’s external guarantee in 2021.
For details, please refer to cninfo.com, the gem information disclosure website designated by China Securities Regulatory Commission, published by the company on the same day of this announcement（ http://www.cn.info.com.cn. ）Special audit instructions for occupation of non operating funds and other related capital transactions on the.
The proposal was passed with 0 votes and 3 abstentions.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(IX) deliberated and passed the proposal on the renewal of the company’s audit institution in 2022
After review, the board of supervisors believes that Zhonghui Certified Public Accountants (special general partnership) has the experience and ability to provide audit services for listed companies, scrupulously abides by its duties in the process of practice, follows independent, objective and fair professional standards, can issue various professional reports for the company on time, and has better completed various audit work of the company. Therefore, it is agreed to renew the appointment of Zhonghui Certified Public Accountants (special general partnership) as the company’s auditor in 2022 for one year, and the audit fee for this period is determined to be 500000 yuan according to the company’s scale, business complexity, estimated time cost of audit and other factors.
For details, please refer to cninfo.com, the gem information disclosure website designated by China Securities Regulatory Commission, published by the company on the same day of this announcement（ http://www.cn.info.com.cn. ）Announcement on renewing the appointment of accounting firms (2022013).
The proposal was passed with 0 votes and 3 abstentions.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(x) deliberated and passed the proposal on confirming the remuneration of supervisors of the company in 2021
Supervisors will not receive the corresponding remuneration according to the performance of their posts in the company in 2021.
See the company’s announcement for details
