Securities code: Zhe Kuang Heavy Industry Co.Ltd(300837) securities abbreviation: Zhe Kuang Heavy Industry Co.Ltd(300837) Announcement No.: 2022007 Zhe Kuang Heavy Industry Co.Ltd(300837)
Announcement on the resolution of the 17th meeting of the third 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
Zhe Kuang Heavy Industry Co.Ltd(300837) (hereinafter referred to as "the company") the notice of the 17th meeting of the third board of directors was delivered to all directors by hand and mail on April 11, 2022. The board of directors was held on Thursday, April 21, 2022 by means of on-site combined communication. The on-site meeting address is the conference room of the company in Heping Town Industrial Park, Changxing County, Zhejiang Province.
There were 7 directors who should attend the meeting, and 7 actually attended the meeting (including 4 directors who attended by means of communication). No director was absent or entrusted other directors to attend the meeting on his behalf. The meeting was presided over by Chairman Chen Lihua, and the supervisors and senior managers of the company attended the meeting as nonvoting delegates. The convening, convening, deliberation and voting procedures of this board meeting 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、 Deliberations of the board meeting
After careful deliberation by all directors, the proposal submitted to the meeting was voted by open ballot, and the following resolution was adopted:
(I) deliberated and passed the proposal on the work report of the board of directors in 2021
In 2021, the board of directors of the company earnestly performed the duties of the board of directors in strict accordance with the company law, securities law, Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange listed companies self regulatory guidance No. 2 - standardized operation of GEM listed companies and other laws and regulations, as well as the articles of association and rules of procedure of the board of directors, Fully implement the resolutions of the general meeting of shareholders and carry out all work diligently and responsibly. Mr. Xu Xiaodong, Mr. Xu Bing and Mr. Ji Ligang, the independent directors of the company, respectively submitted the 2021 annual report of independent directors to the board of directors and will report on their work at the 2021 annual general meeting of shareholders.
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 work report of the board of directors and the 2021 annual work report of independent directors by Xu Xiaodong, Xu Bing and Ji Ligang.
Voting results: 7 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 2021 annual general manager's work report
Mr. Chen Lihua, chairman and general manager of the company, reported to the board of directors on the company's operation in 2021, the implementation of various work and the work plan in 2022.
The board of Directors believes that the report objectively and truly reflects the implementation of the resolutions of the board of directors and the general meeting of shareholders, the completion of various business work and the business results achieved by the company in 2021. The management of the company formulated a scientific and reasonable business plan based on the business objectives set at the beginning of the year, united all employees of the company, and better completed the objectives set at the beginning of the year. The business performance of the company maintained a steady rise and achieved good growth.
Voting results: 7 in favor, 0 against and 0 abstention. The proposal was passed.
(III) 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.
The board of Directors believes that the financial statement of 2021 objectively, truly and accurately reflects the financial situation and operating results of the company 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.
Voting results: 7 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.
(IV) deliberated and passed the proposal on the full text and summary of the company's 2021 annual report
The company prepared the annual report of 2021 and the summary of the annual report of 2021 according to the financial situation and operation from January to December 2021.
The board of Directors believes that the contents of the annual report 2021 and the summary of the annual report 2021 prepared by the company are true, accurate and complete, and there are no 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: 7 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 2021 annual audit report
Zhonghui Certified Public Accountants (special general partnership) audited the company's 2021 financial statements and notes to the statements and issued the 2021 annual audit report with standard unqualified opinion (Zhonghui kuaishan [2022] No. 2277).
The board of Directors believes that the audit report issued by Zhonghui Certified Public Accountants (special general partnership) objectively, truly, accurately and fairly reflects the financial and operating conditions of the company 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. ）2021 annual audit report on.
Voting results: 7 in favor, 0 against and 0 abstention. The proposal was passed.
(VI) 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 formulates the profit distribution plan for 2021 as follows: Based on the total share capital of the company on December 31, 2021, Distribute cash of 3.00 yuan (including tax) to all shareholders for every 10 shares, do not give bonus shares, do not convert capital reserve into share capital, and carry forward the remaining undistributed profits for subsequent annual distribution. 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.
The board of Directors believes that the profit distribution plan combines the actual development situation of the company, comprehensively considers the sustainable development of the company and the reasonable investment return to the majority of investors, is conducive to sharing the operating results of the company's growth with all shareholders, and is in line with the relevant provisions on profit distribution in the company law and the articles of association.
All independent directors of the company have expressed their independent opinions on this proposal.
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) and independent opinions of independent directors on relevant matters of the 17th meeting of the third board of directors.
Voting results: 7 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.
(VII) deliberated and passed the proposal on the company's special report on the deposit and use of raised funds in 2021
According to the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange on the deposit and use of raised funds of listed companies and the deposit and use of raised funds of the company in 2021, the company organized the preparation of the special report on the deposit and use of raised funds in 2021.
The board of Directors believes that the deposit and use of the company's raised funds in 2021 meet the relevant requirements of China Securities Regulatory Commission and Shenzhen stock exchange for the deposit and use of raised funds, and there is no illegal use of raised funds, nor is there any change or disguised change in the investment direction of raised funds and damage to the interests of shareholders.
All independent directors of the company have expressed their independent opinions on this proposal; The sponsor Haitong Securities Company Limited(600837) issued verification opinions; Zhonghui Certified Public Accountants (special general partnership) issued an assurance report. 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 report on the deposit and use of raised funds in 2021 (2022012), independent opinions of independent directors on relevant matters of the 17th meeting of the third board of directors, 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 assurance report on the deposit and use of raised funds in Zhe Kuang Heavy Industry Co.Ltd(300837) year.
Voting results: 7 in favor, 0 against and 0 abstention. The proposal was passed.
(VIII) deliberated and passed the proposal on the company's self evaluation report on internal control in 2021
The board of directors conducted a serious self-examination and Analysis on the company's internal control and believed that the company has established a relatively complete and reasonable internal control system according to the actual situation and management needs. The established internal control system runs through all levels and links of the company's business activities and is effectively implemented to ensure the healthy operation of the company's business activities and the control of business risks. There are no major defects in internal control.
All independent directors of the company have expressed their independent opinions on this proposal; Zhonghui Certified Public Accountants issued the internal control assurance report; The sponsor Haitong Securities Company Limited(600837) issued verification opinions.
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. ）Self evaluation report on internal control in 2021, independent opinions of independent directors on matters related to the 17th meeting of the third board of directors, internal control assurance report and verification opinions of Haitong Securities Company Limited(600837) on evaluation report on internal control in Zhe Kuang Heavy Industry Co.Ltd(300837) 2021.
Voting results: 7 in favor, 0 against and 0 abstention. The proposal was passed.
(IX) 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
The company strictly abides by the requirements of laws, regulations and normative documents such as the company law, the securities law, the guidelines on self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on the gem, and the guidelines on supervision of listed companies No. 8 - regulatory requirements for capital exchanges and external guarantees of listed companies issued by the CSRC, and there are no illegal external guarantees, There is no non operational occupation of the company's funds by the controlling shareholders and other related parties, and there is no guarantee for the controlling shareholders and other related parties.
All independent directors of the company made special explanations on the proposal and expressed their agreed independent opinions; The audit institution Zhonghui Certified Public Accountants (special general partnership) issued special audit instructions.
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 review statement on the occupation of non operating funds and other related capital transactions and the independent opinions of independent directors on relevant matters of the 17th meeting of the third board of directors.
Voting results: 7 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.
With the prior approval of the independent directors of the company, the board of Directors believes that Zhonghui Certified Public Accountants (special general partnership) is
