Securities code: Zhejiang Tiantie Industry Co.Ltd(300587) securities abbreviation: Zhejiang Tiantie Industry Co.Ltd(300587) Announcement No.: 2022053 bond Code: 123046 bond abbreviation: Tiantie convertible bond
Zhejiang Tiantie Industry Co.Ltd(300587)
Announcement on the resolution of the 17th meeting of the Fourth 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
1. The board of directors was convened by Mr. Xu Jiding, chairman of the board of directors. The notice of the meeting was delivered to all directors by telephone and on-site service on April 11, 2022. The notice of the meeting of the board of directors includes relevant materials of the meeting and lists the time, place, content and method of the meeting.
2. The board of Directors voted on April 22, 2022 in the conference room on the fourth floor of the company by combining on-site and communication.
3. The board of directors should be attended by 7 people, and the actual number of people attending the meeting is 7.
4. The board of directors was presided over by Mr. Xu Jiding, chairman of the board of directors, and the supervisors and senior managers of the company attended the meeting as nonvoting delegates.
5. The convening and voting procedures of this meeting comply with the company law of the people’s Republic of China and other laws and regulations and the relevant provisions of the articles of association.
2、 Deliberations of the board meeting
After voting by the directors present at the meeting, the following resolutions were considered and adopted:
1. The proposal on the 2021 general manager’s work report of the company was deliberated and adopted
Voting results: 7 in favor, 0 against and 0 abstention.
Independent directors Li Yifan, Kong Jin, Zhang Liguo and Lu Xiaowen respectively submitted the report on the work of independent directors in 2021 to the board of directors and will report on their work at the 2021 annual general meeting of shareholders.
The work report of the board of directors in 2021 and the work report of independent directors in 2021 are detailed in the relevant announcements published on the gem information disclosure website designated by the CSRC on the same day.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
3. The proposal on the company’s 2021 annual report and its summary was deliberated and adopted
The company’s 2021 annual report and the summary of the company’s 2021 annual report are detailed in the relevant announcements published on the gem information disclosure website designated by the CSRC on the same day.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
4. The proposal on the company’s report for the first quarter of 2022 was deliberated and adopted
The company’s report for the first quarter of 2022 is detailed in the relevant announcement published on the gem information disclosure website designated by the CSRC on the same day.
Voting results: 7 in favor, 0 against and 0 abstention.
5. Deliberated and passed the proposal on the company’s 2021 annual financial statement report
The company’s 2021 annual financial statement is detailed in the relevant announcement published on the gem information disclosure website designated by the CSRC on the same day.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
6. The proposal on the company’s 2021 profit distribution and plan for converting capital reserve into share capital was reviewed and approved
According to the audit of ZTE caiguanghua Certified Public Accountants (special general partnership), in 2021, the company realized a net profit attributable to the shareholders of the listed company of 3024062 million yuan and the parent company realized a net profit of 2657349 million yuan. According to the relevant provisions of the company law and the articles of association, the statutory surplus reserve is withdrawn at 10% of the net profit realized by the parent company in 2021, totaling 265735 million yuan. As of December 31, 2021, the distributable profit of the parent company is 6677056 million yuan.
In view of the stable development of the company’s current operation, broad future prospects and sufficient capital reserve, in order to optimize the company’s share capital structure, enhance stock liquidity, fully consider the interests and reasonable demands of small and medium-sized investors, and share the operating results of the company’s growth with all shareholders in order to better repay shareholders. On the premise of complying with relevant laws and regulations and in combination with the provisions on dividend policy in the articles of association and ensuring the normal operation and long-term development of the company, the plan for profit distribution and conversion of capital reserve into share capital of the company in 2021 is proposed as follows: Based on the total share capital of 628221446 shares as of December 31, 2021, cash dividend of RMB 0.80 (including tax) for every 10 shares and bonus shares of 0 shares, The capital reserve was used to increase 7 shares for every 10 shares to all shareholders, with a total cash dividend of 5025771568 yuan and 439755012 new shares.
If the distribution base of the total share capital of the company changes from December 31, 2021 to the equity registration date determined by the equity distribution implementation announcement due to additional issuance of new shares, conversion of convertible corporate bonds, progress in the implementation of restricted stock incentive plan, share repurchase and other reasons, the company will take the total share capital on the equity registration date determined by the equity distribution implementation announcement as the base, The proportion of each distribution will be adjusted according to the principle that the total distribution remains unchanged. The independent directors of the company expressed their independent opinions on the matter.
The announcement on the plan for profit distribution and capital reserve converted into share capital in 2021 and independent opinions are detailed in the relevant announcement published on the gem information disclosure website designated by the CSRC on the same day.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
7. The proposal on the company’s 2021 annual internal control self-evaluation report was deliberated and adopted
The independent directors of the company gave independent opinions on the matter, the board of supervisors gave audit opinions on the matter, and the recommendation institution China Industrial Securities Co.Ltd(601377) issued verification opinions.
The company’s 2021 annual internal control self-evaluation report and the opinions of independent directors, the board of supervisors and the sponsor are detailed in the relevant announcement published on the gem information disclosure website designated by the CSRC on the same day.
Voting results: 7 in favor, 0 against and 0 abstention.
8. The proposal on the special report on the deposit and use of the company’s raised funds in 2021 was reviewed and approved
The independent directors of the company gave their independent opinions on the matter, the sponsor China Industrial Securities Co.Ltd(601377) issued verification opinions, and the auditor zhongxingcai Guanghua Certified Public Accountants (special general partnership) issued assurance report.
The special report on the deposit and use of the company’s raised funds in 2021 and the opinions issued by independent directors, sponsors and auditors are detailed in the relevant announcement published on the gem information disclosure website designated by the CSRC on the same day.
Voting results: 7 in favor, 0 against and 0 abstention.
9. The proposal on confirming the remuneration of non independent directors of the company in 2021 was deliberated and adopted
According to the actual performance completed by the company in 2021 and the provisions of the company’s performance appraisal system, the remuneration paid by the company to non independent directors is as follows: (1) directors who do not hold specific management positions in the company do not receive job remuneration; Directors (including the chairman of the board) who hold specific management positions in the company will receive corresponding remuneration according to their specific positions in the company, and will no longer receive remuneration for their positions as directors; (2) The remuneration of directors includes individual income tax, which shall be uniformly withheld and paid by the company in accordance with the provisions of the tax law.
The independent directors of the company expressed their independent opinions on the matter. For details, see the relevant announcement published on the gem information disclosure website designated by the CSRC on the same day.
Voting results: 3 affirmative votes, 0 negative votes, 0 abstention votes and 4 avoidance votes (Xu Jiding, Xu kongbin, Xu Yinbin and Niu Wenqiang avoided voting).
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
10. The proposal on confirming the remuneration of senior managers of the company in 2021 was deliberated and adopted
According to the actual performance completed by the company in 2021 and the provisions of the company’s performance appraisal system, the remuneration of senior managers shall be paid, including individual income tax, which shall be uniformly withheld and paid by the company in accordance with the provisions of the tax law.
The independent directors of the company expressed their independent opinions on the matter. For details, see the relevant announcement published on the gem information disclosure website designated by the CSRC on the same day.
Voting results: 3 affirmative votes, 0 negative votes, 0 abstention votes and 4 avoidance votes (Xu Jiding, Xu kongbin, Xu Yinbin and Niu Wenqiang avoided voting).
11. The proposal on confirming the allowance for independent directors of the company in 2021 was deliberated and adopted
In view of the important responsibilities and work tasks undertaken by independent directors, each independent director is given an allowance of 80000 yuan. The allowance of independent directors includes personal income tax, which is uniformly withheld and remitted by the company in accordance with the tax law.
The independent directors of the company expressed their independent opinions on the matter. For details, see the relevant announcement published on the gem information disclosure website designated by the CSRC on the same day.
Voting results: 5 in favor, 0 against, 0 abstention and 2 withdrawal (Lu Xiaowen and Zhang Liguo withdrew from voting).
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
12. The proposal on the application of the company and its subsidiaries for comprehensive credit line from banks and other financing institutions was deliberated and adopted
According to the needs of the company’s production and operation, in order to ensure the smooth development of various businesses, the company and its subsidiaries at all levels intend to apply for a comprehensive credit line with a total amount of no more than 2.2 billion yuan from banks and other financing institutions for the company and its subsidiaries at all levels to handle various financing businesses in banks and other financing institutions, including but not limited to loans, letters of credit, commercial acceptance bills, China letter of guarantee and trade financing, The specific use amount will be determined according to the actual needs of the operation. The service life of this credit line is from the date of deliberation and approval of the annual general meeting of shareholders in 2021 to the date of convening the annual general meeting of shareholders in 2022. The credit line can be recycled within the credit period. The board of directors requests the general meeting of shareholders to authorize Mr. Xu Jiding, chairman of the board of directors, to sign all documents within the above credit line on behalf of the company.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
13. Deliberated and passed the proposal on the company’s provision of guarantee to holding subsidiaries
The independent directors of the company expressed their independent opinions on the matter, and the recommendation institution China Industrial Securities Co.Ltd(601377) issued verification opinions.
The announcement on providing guarantees to holding subsidiaries and the opinions of independent directors and sponsors are detailed in the relevant announcement published on the gem information disclosure website designated by the CSRC on the same day. Voting results: 7 in favor, 0 against and 0 abstention.
14. Deliberated and passed the proposal on the extension of investment projects with raised funds
The independent directors of the company gave independent opinions on the matter, the board of supervisors gave audit opinions on the matter, and the recommendation institution China Industrial Securities Co.Ltd(601377) issued verification opinions.
“About the extension of investment projects with raised funds” and the opinions of independent directors, the board of supervisors and the recommendation institution. For details, see the relevant announcement published on the gem information disclosure website designated by the CSRC on the same day. Voting results: 7 in favor, 0 against and 0 abstention.
15. The proposal on Amending the internal management system such as the measures for the management of shares held by directors, supervisors and senior managers and their changes was deliberated and adopted
Measures for the administration of shares held by directors, supervisors and senior managers and their changes, rules of procedure of the audit committee of the board of directors, rules of procedure of the nomination committee of the board of directors, rules of procedure of the strategy committee of the board of directors, rules of procedure of the remuneration and assessment committee of the board of directors, rules of procedure of the Secretary of the board of directors, For details, see the relevant announcement published on the gem information disclosure website designated by the CSRC on the same day.
Voting results: 7 in favor, 0 against and 0 abstention.
16. The proposal on Amending the working system of independent directors was deliberated and adopted
The working system of independent directors is detailed in the relevant announcement published on the gem information disclosure website designated by the CSRC on the same day.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
17. Deliberated and passed the proposal on Amending the articles of association and handling the industrial and commercial change registration
Relevant announcements of the gem information disclosure website designated by the CSRC.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
18. Deliberated and adopted the proposal on convening the 2021 annual general meeting of shareholders
The company decided to hold the meeting in the conference room on the second floor of the company at 14:00 p.m. on Tuesday, May 17, 2022
