Securities code: Shang Gong Group Co.Ltd(600843) 900924 securities abbreviation: Shang Gong Group Co.Ltd(600843) Shanggong B share Announcement No.: 2022009 Shang Gong Group Co.Ltd(600843) (Group) Co., Ltd
Announcement of resolutions of the 10th meeting of the 9th 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 the announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of the contents.
The 10th meeting of the 9th board of directors of Shang Gong Group Co.Ltd(600843) (Group) Co., Ltd. (hereinafter referred to as “the company”) was notified by email and confirmed by telephone on April 18, 2022, and was held by communication at 9:00 on April 28, 2022. There were 8 directors who should express their opinions at the meeting. Huang Yingjian, the director, was unable to attend the meeting in person due to the need of the neighborhood committee for epidemic prevention. Yin Qiang was entrusted to attend and vote on behalf of him. The other 7 directors attended the meeting in person and expressed their opinions. The meeting was presided over by Zhang Min, chairman of the company, and the supervisors and senior managers of the company attended the meeting as nonvoting delegates. The convening, convening and voting procedures of the meeting comply with the relevant provisions of the company law of the people’s Republic of China and the articles of association of Shang Gong Group Co.Ltd(600843) (Group) Co., Ltd. (hereinafter referred to as the “articles of association”). After careful consideration by the directors attending the meeting, the following resolutions are adopted:
1、 The full text and summary of the 2021 annual report of the company were reviewed and adopted
Agree to submit the full text and summary of the company’s 2021 annual report to the general meeting of shareholders for deliberation. For details, please refer to the full text and abstract published by the company on the website of Shanghai Stock Exchange on the same day.
Voting result: 8 affirmative votes; No negative vote; There were no abstentions.
2、 Deliberated and adopted the work report of the board of directors in 2021
Agree to the work report of the board of directors in 2021 and submit it to the general meeting of shareholders for deliberation.
Voting result: 8 affirmative votes; No negative vote; There were no abstentions.
3、 The company’s 2021 financial work report and 2022 budget indicators were reviewed and adopted
Agree to the company’s 2021 financial work report and 2022 budget indicators, and submit them to the company’s general meeting of shareholders for deliberation.
Voting result: 8 affirmative votes; No negative vote; There were no abstentions.
4、 The company’s 2021 profit distribution plan was reviewed and approved
Audited by Lixin Certified Public Accountants (special general partnership), the consolidated net profit of the company in 2021 was 8306024864 yuan, of which the net profit attributable to the owner of the parent company was 6167708430 yuan.
The current net profit of the parent company in 2021 is 5514199048 yuan, plus the undistributed profit at the beginning of 2021 is -1915049222 yuan, minus the withdrawal of 359914983 yuan of legal surplus reserve, the actual distributable profit at the end of this year is 4802776908 yuan. The company’s profit distribution plan for 2021 is as follows:
The company plans to distribute a cash dividend of 0.50 yuan (including tax) for every 10 shares to all shareholders based on the number of shares to be distributed on the equity registration date when the profit distribution plan of 2021 is implemented (the total share capital minus the share balance of the company’s special repurchase account). As of December 31, 2021, the total share capital of the company is 713166480 shares. After deducting 5752878 shares in the company’s current repurchase account, a total of 707413602 shares should be distributed. Based on this, a total cash dividend of 3537068010 yuan (tax included) is proposed to be distributed, accounting for 57.35% of the company’s net profit attributable to shareholders of Listed Companies in the current year, and the remaining undistributed profit is carried forward for annual distribution in the future. This profit distribution does not implement other forms of distribution, including conversion of capital reserve into share capital and bonus shares. If the total share capital of the company changes from the date of deliberation and approval of this plan to the date of equity distribution and equity registration, the company plans to maintain the distribution proportion per share unchanged and adjust the total distribution accordingly. In case of subsequent changes in the total share capital, the specific adjustment will be announced separately.
Agree to the 2021 profit distribution plan of the company and submit it to the general meeting of shareholders for deliberation. For details, the company published Announcement No. 2022011 on Shanghai Securities News, Hong Kong business daily and the website of Shanghai Stock Exchange on the same day.
The independent directors of the company have expressed their independent opinions on the plan.
Voting result: 8 affirmative votes; No negative vote; There were no abstentions.
5、 Deliberated and passed the proposal on the company’s comprehensive bank credit in 2022
In order to ensure the capital demand of the company’s daily operation and strategic development, optimize the debt structure, and combined with the actual situation of the company, it is agreed that the company’s plan for 2022 (valid until the next annual shareholders’ meeting) will not exceed the bank comprehensive credit line equivalent to RMB 2 billion. Credit business includes but is not limited to working capital loan, project loan, bank acceptance bill, commercial acceptance bill, credit issuing, letter of guarantee, trade financing and other businesses. The loan term includes short-term loans and medium and long-term loans. Agree to the matter and submit it to the general meeting of shareholders of the company for deliberation.
Voting result: 8 affirmative votes; No negative vote; There were no abstentions.
6、 Deliberated and passed the proposal on providing guarantee estimates for holding subsidiaries in 2022
It is agreed that the company will provide joint and several liability guarantee with a total amount of no more than 400 million yuan (RMB or equivalent foreign currency) for the bank loan of the holding subsidiary according to the capital demand of the production, operation and investment plan of the holding subsidiary in 2022, and submit it to the general meeting of shareholders of the company for deliberation. For details, please refer to Announcement No. 2022012 published in Shanghai Securities News, Hong Kong business daily and the website of Shanghai Stock Exchange on the same day.
The independent directors of the company have expressed their independent opinions on this proposal.
Voting result: 8 affirmative votes; No negative vote; There were no abstentions.
7、 The proposal on cash management of some temporarily idle raised funds and self owned funds was deliberated and passed. It was agreed that the company would conduct cash management of 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. For details, the company published Announcement No. 2022013 on Shanghai Securities News, Hong Kong business daily and the website of Shanghai Stock Exchange on the same day.
The independent directors of the company have expressed their independent opinions on this proposal.
Voting result: 8 affirmative votes; No negative vote; There were no abstentions.
8、 Special report on the deposit and actual use of the company’s raised funds (2021)
Agree to the special report on the deposit and actual use of the company’s raised funds (2021).
The independent directors of the company have expressed their independent opinions on this proposal.
For details, the company published Announcement No. 2022014 on Shanghai Securities News, Hong Kong business daily and the website of Shanghai Stock Exchange on the same day.
Voting result: 8 affirmative votes; No negative vote; There were no abstentions.
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
We agree to renew the appointment of Lixin Certified Public Accountants (special general partnership) as the audit institution in 2022 to audit the company’s financial report and internal control in 2022. It is agreed that the company’s audit fee in 2021 is 1.45 million yuan, including 1 million yuan for financial report audit and 450000 yuan for internal control audit. It is agreed to submit this proposal to the general meeting of shareholders of the company for deliberation, and submit it to the general meeting of shareholders to authorize the management of the company to determine the audit fee of 2022 in accordance with the general market conditions and the pricing principle of the previous year, comprehensively considering the changes of the company’s audit workload and the scale of the company’s assets. The independent directors of the company have expressed their prior approval opinions on this proposal and expressed their independent opinions with explicit consent. For details, the company published Announcement No. 2022015 on Shanghai Securities News, Hong Kong business daily and the website of Shanghai Stock Exchange on the same day. Voting result: 8 affirmative votes; No negative vote; There were no abstentions.
10、 Reviewed and approved the 2021 annual internal control evaluation report of the company
Agree to the 2021 internal control evaluation report of the company. See the relevant contents disclosed by the company on the website of Shanghai Stock Exchange on the same day.
Voting result: 8 affirmative votes; No negative vote; There were no abstentions.
11、 Deliberated and adopted the 2021 performance report of the audit committee of the board of directors of the company
Agree to the 2021 annual performance report of the audit committee of the board of directors of the company. See the relevant contents disclosed by the company on the website of Shanghai Stock Exchange on the same day.
Voting result: 8 affirmative votes; No negative vote; There were no abstentions.
12、 The proposal on 2021 executive compensation and performance appraisal of the company was deliberated and adopted
We agree to the proposal on executive compensation and performance appraisal of the company in 2021.
The independent directors of the company have expressed their independent opinions on this proposal.
Voting result: 8 affirmative votes; No negative vote; There were no abstentions.
13、 Deliberated and passed the proposal on cancelling the remaining options of the company’s stock option incentive plan
Agree to cancel some options that do not meet the exercise conditions of the company’s 2019 stock option incentive plan, and terminate the implementation of the 2019 stock option incentive plan in advance. The early termination of the 2019 stock option incentive plan needs to be submitted to the general meeting of shareholders for deliberation. For details, please refer to Announcement No. 2022016 published in Shanghai Securities News, Hong Kong business daily and the website of Shanghai Stock Exchange on the same day.
The independent directors of the company have expressed their independent opinions clearly agreed to this proposal. See the relevant contents disclosed by the company on the website of Shanghai Stock Exchange on the same day.
Voting result: 8 affirmative votes; No negative vote; There were no abstentions.
14、 The full text and text of the company’s report for the first quarter of 2022 were reviewed and adopted
Agree to the full text and text of the company’s report for the first quarter of 2022. See the full text published by the company on the website of Shanghai Stock Exchange on the same day.
Voting result: 8 affirmative votes; No negative vote; There were no abstentions.
15、 The proposal on convening the 2021 annual general meeting of shareholders with further notice was deliberated and adopted
Voting result: 8 affirmative votes; No negative vote; There were no abstentions.
It is hereby announced.
Shang Gong Group Co.Ltd(600843) (Group) Co., Ltd. board of directors April 30, 2002
