Stock abbreviation: Liaoning Sg Automotive Group Co.Ltd(600303) Stock Code: Liaoning Sg Automotive Group Co.Ltd(600303) No.: pro 2022035
Liaoning Sg Automotive Group Co.Ltd(600303)
Announcement of resolutions of the second meeting of the 10th board of supervisors
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”) the notice of the second meeting of the 10th board of supervisors was sent to by telephone and e-mail on April 28, 2022, and the meeting was held by communication on April 29, 2022. According to Article 7 of the rules of procedure of the board of supervisors of the company on “in case of emergency, if it is necessary to convene an interim meeting of the board of supervisors as soon as possible, the meeting notice can be sent orally or by telephone at any time, but the convener shall make an explanation at the meeting”, the company sent the meeting notice by telephone and e-mail on April 28, 2022, and the convener also made a corresponding explanation at the meeting. Three supervisors shall vote at the meeting, and three actually vote. The meeting shall be held in accordance with the relevant provisions of the company law and the articles of association.
After deliberation and voting by the attending supervisors, the following matters were adopted:
1、 The work report of the board of supervisors in 2021 was reviewed and approved.
Voting results: 3 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.
Voting results: 3 in favor, 0 against and 0 abstention.
3、 The proposal on the company’s 2021 annual report and its summary was reviewed and approved.
In accordance with the notice on the disclosure of 2021 annual report of listed companies and the standards for the content and format of information disclosure by companies offering securities to the public No. 2 (content and format of annual report) (revised in 2017), the company strictly reviewed the 2021 annual report prepared by the board of directors and put forward the following written review opinions. All supervisors attending the meeting agreed:
1. The preparation and review procedures of the company’s 2021 annual report and summary comply with laws, regulations, articles of association and various provisions of the company;
2. The content and format of the company’s 2021 annual report and abstract comply with the provisions of China Securities Regulatory Commission and Shanghai Stock Exchange, and the information contained can truly reflect the company’s business management and financial status in 2021 from all aspects;
3. Before the board of supervisors put forward this opinion, it was not found that the personnel involved in the preparation and deliberation of the 2021 annual report had violated the confidentiality provisions.
Voting results: 3 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 proposal on profit distribution in 2021 was deliberated and passed
The board of supervisors believes that the profit distribution plan proposed by the board of directors is legal and compliant, in line with the relevant commitments of the company and the company’s profit distribution policy, takes full account of the company’s operating conditions, future development needs and shareholders’ return on investment, and is in line with the interests of the company and all shareholders.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
5、 The internal control evaluation report of 2021 was considered and adopted.
The board of supervisors reviewed the 2021 annual internal control evaluation report of the company. We believe that the company has maintained effective internal control over financial reporting in all major aspects in accordance with the requirements of the enterprise’s internal control standard system and relevant regulations on the benchmark date of the internal control evaluation report.
See the website of Shanghai stock exchange for details（ http://www.sse.com.cn. ）About Liaoning Sg Automotive Group Co.Ltd(600303) 2021 annual internal control evaluation report. Voting results: 3 in favor, 0 against and 0 abstention.
6、 The 2021 annual social responsibility report of the company was reviewed and approved.
Voting results: 3 in favor, 0 against and 0 abstention.
7、 The proposal on the change of accounting policies was deliberated and adopted.
The company’s implementation of the new accounting standards is a reasonable change in accordance with the relevant documents of the Ministry of finance, which can more objectively and fairly reflect the company’s financial situation and operating results, and there is no situation that damages the interests of the company and all shareholders. The review procedures of this accounting policy change comply with the provisions of relevant laws, regulations and the articles of association. The board of supervisors agreed to the accounting policy change.
Voting results: 3 in favor, 0 against and 0 abstention.
8、 The proposal of the company’s report for the first quarter of 2022 was reviewed and approved.
The board of supervisors of the company strictly reviewed the first quarter report of 2021 prepared by the company in accordance with the rules for the preparation and reporting of information disclosure of companies offering securities to the public No. 13 – special provisions on the content and format of quarterly reports (revised in 2016) and the stock listing rules of Shanghai stock exchange of the CSRC, and put forward the following written review opinions:
1. The preparation and review procedures of the company’s report for the first quarter of 2022 comply with laws, regulations, articles of association and various provisions of the company;
2. The content and format of the company’s report for the first quarter of 2022 comply with the provisions of China Securities Regulatory Commission and Shanghai Stock Exchange, and the information contained can truly reflect the company’s business management and financial status in the first quarter of 2022 from all aspects;
3. Before the board of supervisors put forward this opinion, it was not found that the personnel involved in the preparation and deliberation of the report for the first quarter of 2022 had violated the confidentiality provisions.
Voting results: 3 in favor, 0 against and 0 abstention.
9、 The board of supervisors considered and approved the company’s dividend return plan for the next three years (20222024). The board of supervisors considered that the dividend return plan for the next three years formulated by the company is a stable and scientific dividend plan based on the comprehensive consideration of the company’s industry characteristics, the company’s development strategy, cash flow status, project investment capital demand and other factors, which is in line with the provisions of relevant laws, regulations and the articles of association, It is conducive to increasing the transparency and operability of profit distribution decision-making, facilitating shareholders’ supervision of the company’s operation and profit distribution, and also conducive to the sustainable development of the company’s business. Agree to the dividend return plan for the next three years formulated by the board of directors of the company, and agree to submit it to the general meeting of shareholders of the company for deliberation.
Voting results: 3 in favor, 0 against and 0 abstention.
10、 The opinions on the special note of the board of directors on the internal control audit report with negative opinions were 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.
Voting results: 3 in favor, 0 against and 0 abstention.
11、 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.
Voting results: 3 in favor, 0 against and 0 abstention.
It is hereby announced.
Liaoning Sg Automotive Group Co.Ltd(600303) April 29, 2022
