Stock abbreviation: Liaoning Sg Automotive Group Co.Ltd(600303) securities code: Liaoning Sg Automotive Group Co.Ltd(600303) No.: pro 2022029 Liaoning Sg Automotive Group Co.Ltd(600303)
Announcement on resolutions of the 5th meeting of the 10th 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.
Liaoning Sg Automotive Group Co.Ltd(600303) (hereinafter referred to as “the company”) sent the notice of the fifth meeting of the 10th board of directors to all directors, supervisors and senior managers by telephone and e-mail on April 28, 2022, and the meeting was held by means of communication voting on April 29, 2022. 8 directors shall vote at the meeting, and 8 actually vote. Comply with the relevant provisions of the company law and the articles of association. After careful deliberation, the directors present at the meeting passed the following resolutions:
1、 The work report of the board of directors for 2021 was considered and adopted.
Voting: 8 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
2、 The proposal on the company’s provision for asset impairment was reviewed and approved.
The independent directors of the company have expressed their opinions on the matter with explicit consent. For details, please refer to the website of Shanghai Stock Exchange（ http://www.sse.com.cn. ）Disclosed independent opinions of Liaoning Sg Automotive Group Co.Ltd(600303) independent directors on relevant matters in 2021.
Voting: 8 in favor, 0 against and 0 abstention.
3、 The financial final accounts report for 2021 was reviewed and adopted.
Voting: 8 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
4、 The financial budget report for 2022 was considered and adopted.
Voting: 8 in favor, 0 against and 0 abstention.
5、 The proposal on profit distribution in 2021 was reviewed and approved.
According to the 2021 annual audit report issued by Dahua Certified Public Accountants (special general partnership), the company realized a net profit (net profit attributable to shareholders of listed companies) – 45872111450 yuan in 2021. As of December 31, 2021, the cumulative undistributed profit of the company was 40950618538 yuan.
Draw up the profit distribution plan for 2021: no profit distribution and no conversion of capital reserve to share capital.
See the website of Shanghai stock exchange for details（ http://www.sse.com.cn. ）Announcement on profit distribution plan for 6 Jiangsu Chuanzhiboke Education Technology Co.Ltd(003032) 021 disclosed.
The independent directors of the company have expressed their opinions on the matter with explicit consent. For details, please refer to the website of Shanghai Stock Exchange（ http://www.sse.com.cn. ）Disclosed independent opinions of Liaoning Sg Automotive Group Co.Ltd(600303) independent directors on relevant matters in 2021.
Voting: 8 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
6、 The proposal on the 2021 annual report and its summary was deliberated and adopted.
See the website of Shanghai stock exchange for the full text and abstract of 6 Jiangsu Chuanzhiboke Education Technology Co.Ltd(003032) 021 annual report（ http://www.sse.com.cn. ）。
Voting: 8 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
7、 The report on the work of independent directors of the company in 2021 was reviewed and approved.
See the website of Shanghai stock exchange for details of 6 Jiangsu Chuanzhiboke Education Technology Co.Ltd(003032) 021 annual report on the work of independent directors（ http://www.sse.com.cn. ）。
Voting: 8 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
8、 The proposal on the expected daily related party transactions in 2022 was considered and adopted. The major shareholder Huatai Automobile Group Co., Ltd. has daily related party transactions with the company and its subsidiaries. Voting results: 4 in favor, 0 against and 0 abstention. Related directors Mr. Zhang Hongliang, Ms. Wu Manping, Mr. Xu Haidong and Mr. Yu Yongda avoided voting.
The matter has been approved in advance in writing by independent directors before being submitted to the board of directors of the company for deliberation. The independent directors of the company have expressed their opinions on the matter with explicit consent. For details, please refer to the website of Shanghai Stock Exchange（ http://www.sse.com.cn. ）Disclosed independent opinions of Liaoning Sg Automotive Group Co.Ltd(600303) independent directors on relevant matters in 2021.
See the website of Shanghai stock exchange for details of this proposal（ http://www.sse.com.cn. ）Announcement on daily connected transactions expected to occur in 6 Jiangsu Chuanzhiboke Education Technology Co.Ltd(003032) 022 disclosed.
9、 The internal control evaluation report of 2021 was considered and adopted.
See the website of Shanghai stock exchange for the specific contents of 6 Jiangsu Chuanzhiboke Education Technology Co.Ltd(003032) 021 annual internal control evaluation report（ http://www.sse.com.cn. ）。 Dahua Certified Public Accountants (special general partnership) issued the internal control audit report. See the website of Shanghai stock exchange for details（ http://www.sse.com.cn. ）。
Voting: 8 in favor, 0 against and 0 abstention.
10、 The 2021 annual social responsibility report of the company was reviewed and approved.
See the website of Shanghai stock exchange for details of 6 Jiangsu Chuanzhiboke Education Technology Co.Ltd(003032) 021 annual social responsibility report（ http://www.sse.com.cn. ）。
Voting: 8 in favor, 0 against and 0 abstention.
11、 The proposal on the change of accounting policies was deliberated and passed
See the website of Shanghai stock exchange for details（ http://www.sse.com.cn. ）Announcement on changes of accounting policies. The independent directors of the company have expressed their independent opinions on this matter, and the specific contents are detailed on the website of Shanghai Stock Exchange（ http://www.sse.com.cn. ）Disclosed independent opinions of Liaoning Sg Automotive Group Co.Ltd(600303) independent directors on relevant matters in 2021.
Voting: 8 in favor, 0 against and 0 abstention.
12、 The proposal on the special explanation of matters involved in the audit report of negative opinions on internal control of the company was deliberated and passed.
For details, please refer to the relevant documents disclosed by the company in Shanghai Securities News, China Securities News and the website of Shanghai Stock Exchange on the same day.
The independent directors of the company have expressed independent opinions on the proposal.
Voting: 8 in favor, 0 against and 0 abstention.
13、 The proposal on the report of the first quarter of 2022 was considered and passed.
Voting: 8 in favor, 0 against and 0 abstention.
14、 The proposal on convening the 2021 annual general meeting of shareholders was deliberated and adopted.
See the notice on convening the 2021 annual general meeting of shareholders for details of the proposal.
Voting: 8 in favor, 0 against and 0 abstention.
15、 The company’s dividend return plan for the next three years (20222024) was reviewed and approved. See the website of Shanghai stock exchange for details（ http://www.sse.com.cn. ）According to the dividend return plan for the next three years disclosed by the company, the independent directors of the company have expressed their opinions on this matter, and the specific contents are detailed on the website of Shanghai Stock Exchange（ http://www.sse.com.cn. ）Disclosed independent opinions of Liaoning Sg Automotive Group Co.Ltd(600303) independent directors on relevant matters in 2021.
Voting: 8 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
16、 The special statement on the matters involved in the non-standard audit opinion of the company’s 2021 financial report was reviewed and adopted
For details, please refer to the relevant documents disclosed by the company in Shanghai Securities News, China Securities News and the website of Shanghai Stock Exchange on the same day.
The independent directors of the company have expressed independent opinions on the proposal.
Voting: 8 in favor, 0 against and 0 abstention.
It is hereby announced.
Liaoning Sg Automotive Group Co.Ltd(600303) April 29, 2022
