Securities code: Suzhou Chunxing Precision Mechanical Co.Ltd(002547) securities abbreviation: Suzhou Chunxing Precision Mechanical Co.Ltd(002547) Announcement No.: 2022017 Suzhou Chunxing Precision Mechanical Co.Ltd(002547)
Announcement on resolutions of the 9th meeting of the 5th 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
Suzhou Chunxing Precision Mechanical Co.Ltd(002547) (hereinafter referred to as “the company”) the 9th meeting of the 5th board of directors sent a meeting notice to all directors by telephone and personal delivery on April 14, 2022, and was held in the company’s conference room at 13:00 on April 24, 2022 in the form of on-site communication meeting. Among the directors who voted by communication were Mr. Rong Zhijian, Mr. Qi Zhendong and Mr. Lu Wenlong. Six directors should attend the meeting and six actually attended the meeting. The meeting was presided over by the chairman, Ms. Yuan Jing, and the members of the board of supervisors and senior managers of the company attended the meeting as nonvoting delegates.
The convening and convening of this meeting comply with the provisions of the company law and other relevant laws and regulations and the articles of association.
2、 Deliberations of the board meeting
After careful deliberation and written voting, the directors present unanimously adopted the following resolutions:
1. The meeting approved the proposal on the work report of the board of directors in 2021 by 6 votes in favor, 0 against and 0 abstention. The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation
After deliberation, the board of directors of the company believes that the content of the work report of the board of directors in 2021 truly and objectively reflects the work of the board of directors of the company in 2021 and the implementation of the resolutions of the general meeting of shareholders.
See the work report of the board of directors in 2021 on cninfo.com（ http://www.cn.info.com.cn. ）。 Mr. Lu Wenlong and Mr. Qi Zhendong, the independent directors of the company, 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 of the company.
The report on the work of independent directors in 2021 is detailed on cninfo.com（ http://www.cn.info.com.cn. ）。
2. The meeting approved the proposal on the full text and summary of the 2021 annual report with 6 votes in favor, 0 against and 0 abstention. The proposal still needs to be submitted to the 2021 annual general meeting of the company for deliberation. After deliberation, the board of directors of the company believes that the full text and summary of the 2021 annual report are true, accurate and complete, and there are no false records, misleading statements or major omissions.
The board of supervisors of the company has expressed opinions on this proposal. See securities times, Shanghai Securities News and cninfo for details（ http://www.cn.info.com.cn. ）。
The summary of annual report for 2021 (2022019) is detailed in securities times, Shanghai Securities News and cninfo（ http://www.cn.info.com.cn. ）； See cninfo.com for details of annual report 2021（ http://www.cn.info.com.cn. ））。
3. The meeting deliberated and adopted the proposal on the special explanation of the board of directors on matters involved in the audit report with unqualified opinions on matters highlighted in 2021 by 6 votes in favor, 0 against and 0 abstention
The independent directors of the company have expressed their independent opinions on this proposal. See cninfo.com for details（ http://www.cn.info.com.cn. ）。
The board of supervisors of the company has expressed opinions on this proposal. See securities times, Shanghai Securities News and cninfo for details（ http://www.cn.info.com.cn. ）。
See http://www.cninfo.com.cn for the special instructions of the board of directors on the matters involved in the audit report with unqualified opinions on the highlighted items in 2021（ http://www.cn.info.com.cn. ）。
4. The meeting deliberated and adopted the proposal on the financial statement report of 2021 by 6 votes in favor, 0 against and 0 abstention. The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation
In 2021, the company realized an operating revenue of 26732953 million yuan, a decrease of 48.12% over the same period of last year; The net profit attributable to the shareholders of the listed company was -103254600 yuan, a year-on-year increase of 2.44%; The net profit attributable to shareholders of listed companies after deducting non recurring profits and losses was -808182100 yuan, a decrease of 28.20% over the same period last year. See relevant chapters of the company’s 2021 annual report for details of the 2021 annual report.
The board of supervisors of the company has expressed opinions on this proposal. See securities times, Shanghai Securities News and cninfo for details（ http://www.cn.info.com.cn. ）。
5. The meeting deliberated and adopted the proposal on the profit distribution plan for 2021 by 6 votes in favor, 0 against and 0 abstention, which needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation
Audited by Suya Jincheng Certified Public Accountants (special general partnership), the company realized a net profit of -103254600 yuan attributable to the owner of the parent company in 2021. In order to ensure the funds required for production, operation and future development, and safeguard the long-term interests of shareholders, the board of directors comprehensively considered the characteristics of the company’s industry, development stage, actual operation and future development capital demand and other factors, and proposed that the company would not distribute cash dividends, bonus shares or increase share capital with capital reserve in 2021. The company’s profit distribution plan for 2021 complies with the articles of association and the shareholder return plan for the next three years (20192021).
The independent directors of the company have expressed their independent opinions on this proposal. See cninfo.com for details（ http://www.cn.info.com.cn. ）。
The board of supervisors of the company has expressed opinions on this proposal. See securities times, Shanghai Securities News and cninfo for details（ http://www.cn.info.com.cn. ）。
6. Review the proposal on confirmation of directors’ remuneration in 2021 and directors’ remuneration scheme in 2022, which shall be directly submitted to the company’s 2021 annual general meeting for deliberation
In accordance with the relevant provisions of the company law, the articles of association, the working rules of the remuneration and assessment committee of the board of directors and the remuneration management system of directors and supervisors, and in combination with the company’s business performance and assessment in 2021, the board of Directors believes that the remuneration of directors in 2021 is appropriate, as follows:
Unit: 10000 yuan
Name position salary / allowance (annual total pre tax)
Chairman Yuan Jing 70.05
Rong Zhijian director 65.56
Lu Yong, director 55.00
Cao Youqiang, director 9.00
Fang Junxiong independent director 3.52
Lu Wenlong, independent director
Yu Feng independent director 3.52
Qi Zhendong independent director 5.51
Note:
1. The company held the 2020 annual general meeting of shareholders, the first extraordinary meeting of the Fifth Board of directors and the first extraordinary meeting of the Fifth Board of supervisors on May 21, 2021, and completed the general election of the board of directors and the board of supervisors and the general appointment of senior managers.
Mr. Fang Junxiong and Mr. Yu Feng, independent directors of the Fourth Board of directors of the company, will no longer serve as independent directors of the company after the election of the Fifth Board of directors. 2. Directors who perform their duties in the company shall receive remuneration according to their specific duties without paying additional allowances.
In principle, the remuneration plan of the company’s directors in 2022 is the same as that in 2021, which is specifically adjusted according to the company’s benefits and industrial environment.
All directors of the company, as related parties, abstained from voting. The proposal was not voted at this meeting and will be submitted to the 2021 annual general meeting for voting. Related shareholders need to abstain from voting.
The independent directors of the company have expressed their independent opinions on this proposal. See cninfo.com for details（ http://www.cn.info.com.cn. ）。
7. The meeting deliberated and adopted the proposal on the confirmation of executive compensation in 2021 and the executive compensation scheme in 2022 by 5 votes in favor, 0 against and 0 abstention. The related director Rong Zhijian avoided voting. According to the relevant provisions of the company law, the articles of association, the working rules of the remuneration and examination committee of the board of directors and the remuneration management system for senior managers, In combination with the company’s business performance and assessment in 2021, the board of Directors believes that the remuneration of the company’s senior executives in 2021 is appropriate, as follows:
Unit: 10000 yuan
Name position salary (annual total pre tax)
Wu Yongzhong, general manager 80.94
Guo Ruiqing, deputy general manager 55.38
Gong Yannan, deputy general manager 74.83
Dong zuota, deputy general manager and chief financial officer 33.42
Wang suting, deputy general manager and Secretary of the board of directors 20.83
Wang Kai, general manager 31.00
Rong Zhijian, chief financial officer (Acting): 65.56
Xu Suyun, deputy general manager 19.49
Peng Linxia, deputy general manager and Secretary of the board of directors 21.60
Note: the company held the 2020 annual general meeting of shareholders, the first extraordinary meeting of the Fifth Board of directors and the first extraordinary meeting of the Fifth Board of supervisors on May 21, 2021, and completed the general election of the board of directors and the board of supervisors and the general appointment of senior managers. Mr. Wang Kai will no longer serve as the general manager of the company after the senior management turnover is completed; Mr. Rong Zhijian no longer acts as chief financial officer; Ms. Xu Suyun no longer holds the post of deputy general manager; Ms. Peng Linxia no longer holds the position of secretary of the board of directors and deputy general manager of the company.
In principle, the remuneration plan of the company’s senior executives in 2022 is the same as that in 2021, which is specifically adjusted according to the company’s benefits and industry environment.
The independent directors of the company have expressed their independent opinions on this proposal. See cninfo.com for details（ http://www.cn.info.com.cn. ）。
8. The meeting deliberated and adopted the proposal on the work report of the general manager in 2021 with 6 affirmative votes, 0 negative votes and 0 abstention
See relevant chapters of the company’s 2021 annual report for details of the 2021 annual report of the general manager.
9. The meeting considered and adopted the report on self-evaluation of internal control in 2021 with 6 affirmative votes, 0 negative votes and 0 abstention
