Securities code: Shang Gong Group Co.Ltd(600843) 900924 securities abbreviation: Shang Gong Group Co.Ltd(600843) Shanggong B share Announcement No.: 2022010 Shang Gong Group Co.Ltd(600843) (Group) Co., Ltd
Announcement of resolutions of the 9th meeting of the 9th board of supervisors
The board of supervisors and all supervisors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of the announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of the contents.
The notice of the 9th meeting of the 9th board of supervisors of Shang Gong Group Co.Ltd(600843) (Group) Co., Ltd. (hereinafter referred to as “the company”) was issued on April 18, 2022 and held in the form of on-site meeting and communication on April 28, 2022. Ni Ming, chairman of the board of supervisors, presided over the meeting. There were 3 supervisors who should express their opinions and 3 supervisors who actually expressed their opinions. The convening and procedures of the meeting were in accordance with the company law, the articles of association and other relevant provisions. The three supervisors reviewed and approved the following matters:
1、 The full text and summary of the 2021 annual report of the company were reviewed and adopted
The board of supervisors of the company reviewed the full text and summary of the company’s 2021 annual report and considered that the preparation and review procedures of the company’s 2021 annual report and summary comply with laws, regulations, articles of association and other relevant provisions; The contents of the annual report objectively and truly reflect the company’s operation and financial situation during the reporting period; It is not found that the personnel involved in the preparation and review of the 2021 annual report have violated the confidentiality provisions.
Voting result: Yes: 3 votes; Against: 0 votes; Abstention: 0 votes.
2、 Deliberated and adopted the work report of the board of supervisors in 2021
The board of supervisors of the company reviewed the work report of the board of supervisors of the company in 2021 and considered that in 2021, the board of supervisors of the company actively, diligently and independently carried out work and earnestly performed the duties of the board of supervisors in accordance with the company law, the articles of association and other relevant provisions. The chief duty of the board of directors is to check the information of the board of directors and the members of the board of supervisors, and to understand the major business decisions of the board of directors in accordance with the law. Therefore, the board of supervisors resolutely implements the resolutions of the general meeting of shareholders, resolutely protects the interests of the company and shareholders, performs its supervision duties according to law, and performs its duties for the development of the company.
Voting result: Yes: 3 votes; Against: 0 votes; Abstention: 0 votes.
3、 The company’s 2021 financial work report and 2022 budget indicators were reviewed and adopted
The board of supervisors of the company reviewed the 2021 annual financial work report and 2022 annual budget indicators, and considered that the 2021 annual financial work report and 2022 annual budget indicators objectively and fairly reflected the company’s operation and financial situation; All procedures comply with relevant regulations.
Voting result: Yes: 3 votes; Against: 0 votes; Abstention: 0 votes.
4、 The company’s 2021 profit distribution plan was reviewed and approved
The board of supervisors of the company has reviewed the company’s profit distribution plan for 2021. The company plans to distribute a cash dividend of 0.50 yuan (including tax) to all shareholders for every 10 shares based on the number of shares to be distributed on the equity registration date when the profit distribution plan for 2021 is implemented (the total share capital deducting the share balance of the company’s special repurchase account). This profit distribution does not include the conversion of capital reserve into share capital Other forms of distribution, including bonus shares. It is considered that the company complies with the relevant provisions of laws and regulations in accordance with the company law, the articles of association and other relevant provisions.
Voting result: Yes: 3 votes; Against: 0 votes; Abstention: 0 votes.
5、 Deliberated and passed the proposal on the company’s comprehensive bank credit in 2022
The board of supervisors of the company deliberated on the proposal on the company’s comprehensive bank credit in 2022 and considered that in order to ensure the capital needs of the company’s daily operation and strategic development, optimize the debt structure, and combined with the actual situation of the company, the company plans to apply to financial institutions for a comprehensive bank credit line of no more than 2 billion yuan, and the relevant procedures comply with the provisions of laws, regulations and normative documents.
Voting result: Yes: 3 votes; Against: 0 votes; Abstention: 0 votes
6、 Deliberated and passed the proposal on providing guarantee estimates for holding subsidiaries in 2022
The board of supervisors of the company deliberated on the proposal on providing guarantee forecast for holding subsidiaries in 2022, and considered that the procedures of the company in formulating the guarantee forecast for holding subsidiaries in 2022 comply with the provisions of laws, regulations and normative documents. The guarantee object is the wholly-owned and holding subsidiaries of the company, the company can control its operation and finance, and the guarantee object has sufficient ability to repay debts, The risk is within the company’s control.
Voting result: Yes: 3 votes; Against: 0 votes; Abstention: 0 votes.
7、 Through deliberation and approval of the proposal on cash management of some temporarily idle raised funds and self owned funds, the board of supervisors of the company reviewed the proposal on cash management of some temporarily idle raised funds and self owned funds, and considered that the company, on the premise of ensuring that the construction of investment projects and the use of raised funds will not be affected, ensuring the capital demand of daily operation and effectively controlling investment risks, It is proposed to conduct cash management on the temporarily idle raised funds of no more than 700 million yuan and self owned funds of no more than 100 million yuan, and invest in products with high safety and good liquidity, which is conducive to improving the efficiency of fund use and will not affect the company’s daily business activities, which is in line with the relevant provisions of the articles of association. Voting result: Yes: 3 votes; Against: 0 votes; Abstention: 0 votes.
8、 The special report on the deposit and actual use of the company’s raised funds (2021) was reviewed and approved by the board of supervisors of the company. The board of supervisors of the company reviewed the special report on the deposit and actual use of the company’s raised funds (2021), and considered that the special report procedure on the deposit and actual use of the company’s raised funds in 2021 met the requirements of laws, regulations and relevant regulations, and used the raised funds in a timely manner Truthfully, accurately and completely perform relevant information disclosure, and there is no illegal use of raised funds.
Voting result: Yes: 3 votes; Against: 0 votes; Abstention: 0 votes.
9、 The proposal on renewing the appointment of Lixin Certified Public Accountants (special general partnership) as the audit institution in 2022 and paying audit fees was reviewed and approved
The board of supervisors of the company reviewed the proposal on the company’s renewal of the appointment of Lixin Certified Public Accountants (special general partnership) as the auditor of the company in 2022 and paid audit fees, and considered that the procedures for the company’s renewal of the appointment of Lixin Certified Public Accountants (special general partnership) as the auditor of the company’s annual report in 2022 comply with laws, regulations, the articles of association and other relevant provisions; The hired Lixin Certified Public Accountants (special general partnership) can fulfill its duties and follow the independent, objective and fair practice standards in providing audit services for the company.
Voting result: Yes: 3 votes; Against: 0 votes; Abstention: 0 votes.
10、 Reviewed and approved the 2021 annual internal control evaluation report of the company
The board of supervisors of the company reviewed the 2021 annual internal control evaluation report of the company and considered that the company complied with relevant regulations in the evaluation of 2021 annual internal control evaluation report and other procedures in accordance with the provisions of the basic norms of enterprise internal control and its supporting guidelines and other internal control supervision requirements.
Voting result: Yes: 3 votes; Against: 0 votes; Abstention: 0 votes.
11、 The proposal on the remuneration and performance appraisal results of the company’s senior managers in 2021 was deliberated and passed. The board of supervisors of the company believed that the remuneration and performance appraisal results of the company’s senior managers in 2021 were implemented according to the remuneration level of the industry and region and the implementation rules of the remuneration and appraisal committee of the board of directors of the company, there was no damage to the interests of the company and shareholders, and complied with the provisions of relevant national laws and regulations.
Voting result: Yes: 3 votes; Against: 0 votes; Abstention: 0 votes.
12、 Deliberated and passed the proposal on cancelling the remaining options of the company’s stock option incentive plan
According to the relevant provisions of the measures for the administration of equity incentive of listed companies and the stock option incentive plan of Shang Gong Group Co.Ltd(600843) (Group) Co., Ltd., the board of supervisors checked the company’s proposal on canceling the remaining options of the company’s stock option incentive plan. The company’s performance during the whole equity incentive period from 2019 to 2021 did not meet the performance assessment objectives of stock option exercise, Stock options granted by the company to employees are not expected to be exercisable. It is considered that the cancellation of stock options complies with the relevant provisions of laws and regulations such as the measures for the administration of equity incentive of listed companies and the incentive plan, and the review procedures performed are legal and effective. The board of supervisors unanimously agreed to cancel the company’s stock option incentive plan.
Voting result: Yes: 3 votes; Against: 0 votes; Abstention: 0 votes
13、 The full text and text of the company’s report for the first quarter of 2022 were reviewed and adopted
The board of supervisors of the company reviewed the company’s report for the first quarter of 2022 and considered that the preparation and review procedures of the company’s report for the first quarter of 2022 comply with the provisions of laws, regulations and the articles of Association; The contents of the first quarter report objectively and truly reflect the operation and financial situation of the company during the reporting period; It is not found that the personnel involved in the preparation and review of the first quarter report have violated the confidentiality provisions.
Voting result: Yes: 3 votes; Against: 0 votes; Abstention: 0 votes.
Shang Gong Group Co.Ltd(600843) (Group) Co., Ltd. board of supervisors April 30, 2022
