Securities code: Jihua Group Corporation Limited(601718) securities abbreviation: Jihua Group Corporation Limited(601718) Announcement No.: pro 2022003 Jihua Group Corporation Limited(601718)
Announcement of resolutions of the 11th meeting of the 5th board of directors
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Jihua Group Corporation Limited(601718) (hereinafter referred to as "the company") the 11th meeting of the 5th board of directors was held on April 25, 2022 in the second conference room on the 29th floor of the company's headquarters. The meeting shall be held on site in combination with communication voting. The meeting was presided over by Chairman Wu Tongxing, attended by all eight directors, and attended by members of the board of supervisors and other senior executives of the company. The meeting shall be conducted in accordance with the agenda listed in the meeting notice. The convening of the meeting, the number of directors attending the meeting and the convening procedures shall comply with the provisions of relevant laws and regulations and the articles of association. After deliberation, the meeting formed the following resolutions:
1、 Deliberated and passed the proposal on the work report of the general manager in 2021.
Voting results: 8 in favor, 0 abstention and 0 against.
2、 Deliberated and passed the proposal on the financial final accounts report of 2021.
Voting results: 8 in favor, 0 abstention and 0 against.
Agree to submit the proposal to the general meeting of shareholders for deliberation.
See the website of Shanghai Stock Exchange (www.sse. Com. CN.) for details of the report Publicly disclosed Jihua Group Corporation Limited(601718) 2021 annual financial statement report.
3、 Deliberated and passed the proposal on the annual report and summary of 2021.
Voting results: 8 in favor, 0 abstention and 0 against.
Agree to submit the proposal to the general meeting of shareholders for deliberation.
See the website of Shanghai Stock Exchange (www.sse. Com. CN.) for the annual report of 2021 and its summary.
4、 The proposal on annual profit distribution of 2021 was approved.
Voting results: 8 in favor, 0 abstention and 0 against.
The independent directors expressed their independent opinions on the profit distribution plan.
Agree to submit the proposal to the general meeting of shareholders for deliberation.
For details of this matter, please refer to the company's website at Shanghai Stock Exchange (www.sse. Com. CN.) Announcement of Jihua Group Corporation Limited(601718) on profit distribution plan for 2021 disclosed publicly.
5、 The proposal on the special report on the deposit and use of raised funds in 2021 was deliberated and passed. Voting results: 8 in favor, 0 abstention and 0 against.
See the website of Shanghai Stock Exchange (www.sse. Com. CN.) for details of the report Special report on the deposit and use of raised funds in Jihua Group Corporation Limited(601718) 2021 publicly disclosed.
See the special verification report issued by UBS Securities Co., Ltd. and the assurance report issued by Dahua accounting firm on the website of Shanghai Stock Exchange (www.sse. Com. CN.) Announcement disclosed on the same day.
6、 The proposal on the actual amount of daily connected transactions in 2021 and the expected amount of daily connected transactions in 2022 was deliberated and passed.
Voting results: 4 in favor, 0 abstention, 0 against and 4 withdrawal.
When considering the proposal on the daily operation of related party transactions, related directors Wu Tongxing, Chen Xiangdong, Yang Dajun and Shi Junlong avoided voting. The independent directors approved the daily related party transactions in advance and expressed their agreed independent opinions.
For details of this matter, please refer to the company's website at Shanghai Stock Exchange (www.sse. Com. CN.) The announcement of Jihua Group Corporation Limited(601718) on the actual amount of daily connected transactions in 2021 and the expected amount of daily connected transactions in 2022 publicly disclosed.
7、 The annual evaluation report on internal control 2021 was adopted.
Voting results: 8 in favor, 0 abstention and 0 against.
The independent directors gave their independent opinions on the internal control evaluation report.
See the website of Shanghai Stock Exchange (www.sse. Com. CN.) for details of the report Publicly disclosed internal control evaluation report of Jihua Group Corporation Limited(601718) 2021.
8、 The proposal on internal audit work report in 2021 and internal audit plan in 2022 was deliberated and adopted.
Voting results: 8 in favor, 0 abstention and 0 against.
9、 The proposal on formulating Jihua Group Corporation Limited(601718) internal audit management system was deliberated and passed. Voting results: 8 in favor, 0 abstention and 0 against.
10、 The proposal on reappointment of Dahua certified public accountants as the company's financial audit institution and internal control audit institution in 2022 was reviewed and approved.
Voting results: 8 in favor, 0 abstention and 0 against.
The independent directors approved the matter in advance and expressed their agreed independent opinions.
Agree to submit the proposal to the general meeting of shareholders for deliberation.
For details of this matter, please refer to the company's website at Shanghai Stock Exchange (www.sse. Com. CN.) Announcement of Jihua Group Corporation Limited(601718) on renewing the appointment of accounting firms publicly disclosed.
11、 Deliberated and passed the proposal on compliance management report in 2021.
Voting results: 8 in favor, 0 abstention and 0 against.
12、 Deliberated and passed the proposal on the 2021 performance report of the audit and Risk Management Committee of the board of directors.
Voting results: 8 in favor, 0 abstention and 0 against.
See the website of Shanghai Stock Exchange (www.sse. Com. CN.) for details of the report 2021 performance report of audit and Risk Management Committee of Jihua Group Corporation Limited(601718) board of directors publicly disclosed.
13、 Deliberated and passed the proposal on the work report of the board of directors in 2021.
Voting results: 8 in favor, 0 abstention and 0 against.
Agree to submit the proposal to the general meeting of shareholders for deliberation.
See the website of Shanghai Stock Exchange (www.sse. Com. CN.) for details of the report Publicly disclosed Jihua Group Corporation Limited(601718) 2021 annual work report of the board of directors.
14、 Deliberated and passed the proposal on the 2021 annual report of independent directors.
Voting results: 8 in favor, 0 abstention and 0 against.
Agree to report the work report of the three independent directors to the general meeting of shareholders.
See the website of Shanghai Stock Exchange (www.sse. Com. CN.) for details of the report Report on the work of independent directors in Jihua Group Corporation Limited(601718) 2021 publicly disclosed.
15、 The proposal on formulating the measures for the administration of the authorization of Jihua Group Corporation Limited(601718) board of directors was deliberated and adopted. Voting results: 8 in favor, 0 abstention and 0 against.
16、 Deliberated and passed the proposal on the Interim Measures for the payment of Jihua Group Corporation Limited(601718) independent directors' remuneration and the 2021 annual remuneration plan for independent directors.
Voting results: 5 in favor, 0 abstention, 0 against and 3 withdrawal.
The remuneration standard of independent directors is: in principle, the remuneration of independent directors is determined to be 180000 yuan / year before tax, which is calculated and paid according to the length of service, and the payment of remuneration is under the centralized management of the human resources department of the company.
According to the above standards and the actual performance time of independent directors, the remuneration of independent directors in 2021 is determined to be 170000 yuan / person.
During the deliberation of the proposal, Xu Jian, Zhang Jide and Lu YeHu, the related directors, avoided voting.
Agree to submit the proposal to the general meeting of shareholders for deliberation.
17、 Deliberated and passed the proposal on the implementation plan for the remuneration of senior executives of the company in 2021.
Voting results: 8 in favor, 0 abstention and 0 against.
The independent directors expressed their independent opinions on this proposal.
18、 Deliberated and passed the proposal on signing financial service agreement with finance company.
Voting results: 4 in favor, 0 abstention, 0 against and 4 withdrawal.
During the deliberation of the proposal, affiliated directors Wu Tongxing, Chen Xiangdong, Yang Dajun and Shi Junlong avoided the vote. The independent directors approved the matter in advance and expressed their agreed independent opinions.
Agree to submit the proposal to the general meeting of shareholders for deliberation.
See the company's website of Shanghai Stock Exchange (www.sse. Com. CN.) for details of this matter Announcement of Jihua Group Corporation Limited(601718) on signing financial service agreement and related party transactions with Xinxing Jihua Group Corporation Limited(601718) Finance Co., Ltd. publicly disclosed.
19、 Deliberated and passed the proposal on the risk assessment report of related party transactions with financial companies.
Voting results: 4 in favor, 0 abstention, 0 against and 4 withdrawal.
During the deliberation of the proposal, affiliated directors Wu Tongxing, Chen Xiangdong, Yang Dajun and Shi Junlong avoided the vote. The independent directors expressed their independent opinions on this matter.
See the website of Shanghai Stock Exchange (www.sse. Com. CN.) for details of the report Publicly disclosed risk assessment report on financial business between Jihua Group Corporation Limited(601718) and Xinxing Jihua Group Corporation Limited(601718) Finance Co., Ltd.
20、 The proposal on the risk disposal plan for related party transactions with financial companies was deliberated and adopted.
Voting results: 4 in favor, 0 abstention, 0 against and 4 withdrawal.
During the deliberation of the proposal, affiliated directors Wu Tongxing, Chen Xiangdong, Yang Dajun and Shi Junlong avoided the vote. The independent directors expressed their independent opinions on this matter.
See the company's website at Shanghai Stock Exchange (www.sse. Com. CN.) for details of the plan Publicly disclosed risk disposal plan for financial business between Jihua Group Corporation Limited(601718) and Xinxing Jihua Group Corporation Limited(601718) Finance Co., Ltd.
21、 Deliberated and passed the proposal on permanent replenishment of working capital with funds raised by non-public development banks.
Voting results: 8 in favor, 0 abstention, 0 against and 0 withdrawal.
The independent directors expressed their independent opinions on this matter.
Agree to submit the proposal to the general meeting of shareholders for deliberation.
See the company's website of Shanghai Stock Exchange (www.sse. Com. CN.) for details of this matter Announcement of Jihua Group Corporation Limited(601718) on permanent replenishment of working capital with part of raised funds publicly disclosed.
22、 Deliberated and passed the proposal on the registration and issuance of debt financing instruments.
Voting results: 8 in favor, 0 abstention, 0 against and 0 withdrawal.
Agree to submit the proposal to the general meeting of shareholders for deliberation.
See the company's website of Shanghai Stock Exchange (www.sse. Com. CN.) for details of this matter Announcement of Jihua Group Corporation Limited(601718) on issuing debt financing instruments publicly disclosed.
23、 The proposal on the development strategy and plan of Jihua Co., Ltd. in the 14th five year plan was deliberated and adopted.
Voting results: 8 in favor, 0 abstention, 0 against and 0 withdrawal.
See the company's website of Shanghai Stock Exchange (www.sse. Com. CN.) for details of this matter The outline of the development strategy and planning for the 14th five year plan of Jihua Group Corporation Limited(601718) .
24、 The proposal on 2022 investment plan was deliberated and passed.
Voting results: 8 in favor, 0 abstention, 0 against and 0 withdrawal.
25、 Deliberated and passed the proposal on the annual budget plan for 2022.
Voting results: 8 in favor, 0 abstention and 0 against.
26、 Deliberated and passed the proposal on the first quarter report of 2022.
Voting results: 8 in favor, 0 abstention and 0 against.
For the full text of the company's report for the first quarter of 2022, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.). 27、 Deliberated and passed the proposal on holding the 2021 annual general meeting of shareholders at an optional date.
Voting results: 8 in favor, 0 abstention and 0 against.
Among the above proposals, proposals 2, 3, 4, 10, 13, 16, 18, 21 and 22 shall be submitted to the general meeting of shareholders for deliberation, and proposal 14 shall be reported to the general meeting of shareholders.
In view of the needs of the overall work arrangement of the company, the company plans to hold the general meeting of shareholders at a selected time, and authorizes the chairman of the company to decide the specific time of the general meeting of shareholders. The company will issue a separate notice and relevant announcements of the general meeting of shareholders according to the overall work arrangement.
It is hereby announced.
Jihua Group Corporation Limited(601718) board of directors April 27, 2002
