Securities code: Shanghai Tianyong Engineering Co.Ltd(603895) securities abbreviation: Shanghai Tianyong Engineering Co.Ltd(603895) Announcement No.: 2022020
Shanghai Tianyong Engineering Co.Ltd(603895)
Announcement of resolutions of the 18th meeting of the second 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 this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents. 1、 Convening of the meeting of the board of supervisors (I) the 18th meeting of the second board of supervisors (hereinafter referred to as "the meeting") of Shanghai Shanghai Tianyong Engineering Co.Ltd(603895) Co., Ltd. (hereinafter referred to as "the company") was held by means of communication on April 29, 2022. The meeting was presided over by Wang Lianglong, chairman of the board of supervisors. (II) the notice of this meeting was sent to all supervisors by telephone or by hand on April 17, 2022. (III) there are 3 supervisors who should vote in this meeting and 3 supervisors who actually vote. (IV) the convening and convening of this meeting comply with the relevant provisions of the company law and the articles of association, and the resolutions of the meeting are legal and effective. 2、 Deliberation at the meeting of the board of supervisors
The following proposals were considered and adopted at this meeting: (I) the proposal on the work report of the board of supervisors in 2021 was considered and adopted
All supervisors of the board of supervisors discussed and summarized the work of the whole year in 2021, and Mr. Wang Lianglong, chairman of the board of supervisors, drafted the work report of the board of supervisors for Shanghai Tianyong Engineering Co.Ltd(603895) 2021, which was submitted to the board of supervisors for deliberation.
Voting results: 3 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(II) the full text and summary of the company's 2021 annual report were reviewed and adopted
The board of supervisors believes that:
1. The preparation and review procedures of the company's 2021 annual report and summary comply with laws, regulations, the articles of association and the company's internal management system;
2. The content and format of the company's 2021 annual report and abstract comply with the provisions of the China Securities Regulatory Commission and Shanghai Stock Exchange. The information contained fairly reflects the company's financial status and operating results during the reporting period, and the information contained can truly reflect the company's business management and financial status during the reporting period from all aspects;
3. It is not found that the personnel involved in the preparation and review of the company's annual report have leaked the information of the report.
For details, see the company's 2021 annual report and its summary disclosed by the company on the same day on the designated information disclosure media.
Voting results: 3 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the general meeting of shareholders for deliberation. (III) deliberated and passed the proposal on the company's 2021 annual financial statement report
As of December 31, 2021, the total assets of the company according to the consolidated statements are 145673997115 yuan, and the total net assets are 59994653812 yuan. In 2021, the operating income was 50376094777 yuan, a year-on-year decrease of 0.62%; The total profit was -44539745 yuan, a year-on-year increase of 116.95%; The net profit attributable to the shareholders of the company was 721765579 yuan, a year-on-year decrease of 40.86%; The net cash flow from operating activities is -18042070945 yuan.
Voting results: 3 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(IV) deliberated and passed the proposal on the company's profit distribution plan in 2021
Audited by Tianzhi International Certified Public Accountants (special general partnership), the company's 2021 annual financial report shows that the net profit attributable to the shareholders of the parent company in 2021 is 721765579 yuan, the company has withdrawn 10% of the statutory surplus reserve of 157114808 yuan, the distributable profit of that year is 348490771 yuan, and the distributable profit at the end of the reporting period is 9478092254 yuan. Based on the above situation, according to the company law and the articles of association, the profit distribution plan proposed by the company is as follows: Based on the total share capital on the registration date of dividend distribution equity, the company will distribute cash dividends of RMB 0.10 (including tax) to all shareholders for every 10 shares, with a total of RMB 1080800 (including tax); There is no conversion of capital reserve into shares in this year. The remaining undistributed profits are carried forward to the following years. The board of supervisors believes that the plan conforms to the principle of profit distribution and better protects the interests of shareholders on the premise of ensuring the normal operation and long-term development of the company. Considering the characteristics of the company's industry, development stage, its own business model, profitability and future capital expenditure arrangement, and from the perspective of balancing the company's current capital demand and future development investment, shareholders' short-term cash dividend return and medium and long-term return, this profit distribution scheme is conducive to the company's main business to become bigger and stronger, and on the basis of expanding production scale and increasing market share, Further improve the product quality and R & D capability, improve the industry status of the company, and better repay the majority of investors. The proposal has fulfilled the necessary deliberation procedures and complies with the provisions of the company law, the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies, the guidelines for cash dividends of listed companies of Shanghai Stock Exchange and other relevant laws and regulations, as well as the articles of association. We agree to the proposal and agree to submit it to the general meeting of shareholders for deliberation.
Voting results: 3 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the general meeting of shareholders for deliberation. (V) deliberated and passed the proposal on the company's self-evaluation report on internal control in 2021
According to the requirements of relevant laws and regulations such as the basic norms of enterprise internal control and the guidelines for the evaluation of enterprise internal control, the company has self evaluated the construction of the company's internal control system, and prepared the company's 2021 annual internal control evaluation report on this basis. We believe that the construction of the company's internal control system meets the relevant requirements and the company's reality. The company's 2021 internal control evaluation report truly and comprehensively reflects the establishment and improvement of the company's internal control system.
For details, please refer to the information disclosure media designated by the company such as Shanghai Securities News and the website of Shanghai Stock Exchange (www.sse. Com. CN.) Internal control evaluation report of Shanghai Tianyong Engineering Co.Ltd(603895) 2021 announced on the same day.
Voting results: 7 in favor, 0 against and 0 abstention.
(VI) passed the proposal on renewing the company's 2022 audit institution and submitting it to the general meeting of shareholders to authorize the board of directors to determine its remuneration
Tianzhi International Certified Public Accountants (special general partnership) worked diligently and conscientiously as the company's audit institution, completed the annual report audit entrusted by the company, and guided and standardized the company's financial management and internal control management, which is conducive to the standardized operation of the company and the improvement of the internal control system. In order to ensure the continuity and robustness of the audit work, we agree to renew the appointment of Tianzhi International Certified Public Accountants (special general partnership) as the company's 2022 financial audit and internal control audit institution for one year, and request the authorized board of directors to determine the remuneration and other specific matters of the company's audit institution.
Voting results: 3 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the general meeting of shareholders for deliberation. (VII) deliberated and adopted the special report on the deposit and actual use of raised funds in 2021
For details, see the special report on the deposit and actual use of raised funds in Shanghai Tianyong Engineering Co.Ltd(603895) 2021 (Announcement No.: 2022020) disclosed by the company in the designated information disclosure media.
The board of supervisors held that the company's deposit and actual use of the raised funds did not violate the provisions of relevant laws and administrative regulations.
(VIII) deliberated and passed the proposal on confirming the remuneration of supervisors of the company in 2021
In 2021, the company carried out the salary assessment and payment of supervisors in strict accordance with the relevant systems of the company, and confirmed that the salary payment is as follows:
Name and position annual salary (10000 yuan)
Wang Lianglong supervisor 21.13
Yu Zonghua supervisor 28.57
Supervisor Chen Wei 20.80
Voting results: 3 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the general meeting of shareholders for deliberation. (IX) deliberated and passed the proposal on the company's report for the first quarter of 2022
The board of supervisors believes that:
1. The preparation and review procedures of the company's report for the first quarter of 2022 comply with laws, regulations, the articles of association and the company's internal management system;
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. The information contained in the report fairly reflects the company's financial status and operating results during the reporting period, and the information contained can truly reflect the company's business management and financial status during the reporting period from all aspects.
3. No personnel involved in the preparation and review of the company's report for the first quarter of 2022 were found to have leaked the report information.
For details, please refer to the company's report for the first quarter of 2022 disclosed by the company in the designated information disclosure media on the same day.
Voting results: 3 in favor, 0 against and 0 abstention. (x) deliberated and passed the proposal on the provision for asset impairment
For details, please refer to the announcement on the provision for impairment of assets (Announcement No.: 2022024) disclosed by the company on the designated information disclosure media on the same day.
Voting results: 3 in favor, 0 against and 0 abstention. （11） The proposal on using some idle raised funds to temporarily supplement working capital was deliberated and adopted
For details, see the announcement on returning raised funds and continuing to use some idle raised funds to temporarily supplement working capital disclosed by the company in the designated information disclosure media (Announcement No.: 2021022).
The board of supervisors believes that the company's use of some idle raised funds to temporarily supplement working capital is conducive to reducing the company's financial expenses and improving the use efficiency of raised funds, and there is no situation of changing the purpose of raised funds in a disguised manner and damaging the interests of shareholders. The board of supervisors agrees that the company will temporarily supplement the working capital with idle raised funds of no more than 100 million yuan without affecting the normal use of the raised funds. The board of supervisors will continue to supervise the use and return of this part of the raised funds of the company.
Voting results: 3 in favor, 0 against and 0 abstention. （12） Deliberated and adopted the proposal on the general election of the board of supervisors
It is agreed to nominate Mr. Wang Lianglong and Mr. Yu Zonghua as candidates for shareholder representative supervisors of the third board of supervisors of the company. Voting results: 3 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the general meeting of shareholders for deliberation.
It is hereby announced.
Shanghai Tianyong Engineering Co.Ltd(603895) board of supervisors April 30, 2022
