Securities code: Shanghai Tianyong Engineering Co.Ltd(603895) securities abbreviation: Shanghai Tianyong Engineering Co.Ltd(603895) Announcement No.: 2022019
Shanghai Tianyong Engineering Co.Ltd(603895)
Announcement of resolutions of the 22nd Meeting of the second 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. 1、 Meetings of the board of directors
(I) Shanghai Tianyong Engineering Co.Ltd(603895) (hereinafter referred to as "the company") the 22nd Meeting of the second board of directors (hereinafter referred to as "the meeting") was held by means of communication on April 29, 2022. The meeting was presided over by Mr. Rong Junlin, chairman of the board.
(II) the notice of this meeting will be sent to all directors by telephone or in person on April 17, 2022.
(III) there were 7 directors who should vote in this meeting and 7 directors who actually voted. The supervisors and senior managers of the company attended this meeting as nonvoting delegates.
(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、 Deliberations of the board meeting
The following proposals were considered and adopted at this meeting: (I) the proposal on the work report of the board of directors in 2021 was considered and adopted
All directors of the board of directors of the company discussed and summarized the work of the whole year in 2021, and the chairman drafted the work report of the board of directors for Shanghai Tianyong Engineering Co.Ltd(603895) 2021, which was submitted to the board of directors for deliberation.
Voting results: 7 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the general meeting of shareholders for deliberation. (II) deliberated and passed the proposal on the work report of the general manager of the company in 2021
Voting results: 7 in favor, 0 against and 0 abstention. (III) deliberated and passed the proposal on the report on the work of independent directors of the company in 2021
Cui guangcan, Zhu anda and Yang Songxin, the independent directors of the company, respectively summarized the work in 2021 and drafted the report on the work of independent directors in Shanghai Tianyong Engineering Co.Ltd(603895) 2021, which was submitted to the board of directors for deliberation.
For details, please refer to the report on the work of independent directors of the company in 2021 disclosed by the company on the designated information disclosure media on the same day.
Voting results: 7 in favor, 0 against and 0 abstention.
Independent directors will report on their work at the 2021 annual general meeting of the company. (IV) the proposal on the performance report of the audit committee of the board of directors in 2021 was deliberated and adopted. The audit committee of the board of directors discussed and summarized the work in 2021, drafted the performance report of the audit committee of the board of directors in 2021, and submitted it to the board of directors for deliberation.
See the report on the performance of the audit committee of the board of directors in 2021 disclosed by the company on the same day in the designated information disclosure media for details.
Voting results: 7 in favor, 0 against and 0 abstention. (V) review and approve the full text and summary of the company's annual report in 2021
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: 7 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the general meeting of shareholders for deliberation. (VI) 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: 7 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 passed the proposal on the company's profit distribution plan in 2021
Details are disclosed on the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) And the announcement on the company's 2021 profit distribution plan of the designated media.
The independent directors expressed their independent opinions.
Voting results: 7 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the general meeting of shareholders for deliberation. (VIII) deliberated and passed the proposal on the company's self-evaluation report on internal control in 2021
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.
(IX) deliberated and passed the proposal on the company's reappointment of the audit institution in 2022 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, the company plans to renew the appointment of Tianzhi international accounting firm (special general partnership) as the company's financial audit and internal control audit institution in 2022 for one year, and submit to the general meeting of shareholders to authorize the board of directors to determine the remuneration and other specific matters of the audit institution.
The independent directors expressed their independent opinions.
Voting results: 7 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the general meeting of shareholders for deliberation. (x) deliberated and passed the proposal on the special report on the deposit and actual use of raised funds in 2021
In accordance with the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies (CSRC announcement [2012] No. 44) of China Securities Regulatory Commission and the measures for the management of raised funds by listed companies (revised in 2013) of Shanghai Stock Exchange, the company has prepared the special report on the deposit and use of raised funds in 2021.
See the special report on the deposit and actual use of raised funds in 2021 (Announcement No.: 2022021) disclosed by the company on the same day in the designated information disclosure media.
The independent directors expressed their independent opinions.
Voting results: 7 in favor, 0 against and 0 abstention. （11） The remuneration of the company's senior directors and senior managers in 2021 is strictly reviewed and approved in accordance with Section VIII of the 2021 annual remuneration review system of the company.
The independent directors expressed their independent opinions.
Name and position annual salary (10000 yuan)
Rong Junlin, chairman and general manager 55.09
LV Aihua, director, deputy general manager and Secretary of the board of directors 36.98
Rongqing director 44.04
Director Zhang Libao did not receive remuneration from the company
Chen Wenjie, deputy general manager 67.39
Voting results: 7 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the general meeting of shareholders for deliberation. （12） The proposal on confirming the remuneration of independent directors of the company in 2021 was deliberated and adopted
In view of the great responsibility of independent directors in the standardized operation of the company, they have made important contributions to actively promoting the construction of the company's internal system and the sustainable and healthy development of the company. In combination with the economic development level of the industry and region and the actual situation of the company, the board of directors of the company decided that the salary of independent directors in 2021 was 94300 yuan before tax.
The independent directors expressed their independent opinions.
Voting results: 7 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the general meeting of shareholders for deliberation. （13） The proposal on the company's report for the first quarter of 2022 was deliberated and adopted
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: 7 in favor, 0 against and 0 abstention. （14） The proposal on the provision for asset impairment was deliberated and adopted
For details, please refer to the announcement on the provision for asset impairment (Announcement No.: 2022025) disclosed by the company on the designated information disclosure media on the same day.
Voting results: 7 in favor, 0 against and 0 abstention. （15） The proposal on using some idle raised funds to temporarily supplement working capital was deliberated and adopted
The company plans to use the idle raised funds of no more than 100 million yuan to temporarily supplement the working capital for a period of no more than 12 months, and return it to the special account for raised funds at maturity. At the same time, the management of the company is authorized to handle specific matters related to the use of this part of idle raised funds to temporarily supplement working capital.
See the announcement on returning raised funds and temporarily replenishing working capital with some idle raised funds (Announcement No.: 2022023) disclosed by the company on the same day on the designated information disclosure media.
Voting results: 7 in favor, 0 against and 0 abstention. （16） The proposal on the application of the company and its subsidiaries for comprehensive credit line from the bank was deliberated and adopted
According to the total amount of credit and comprehensive business plan of the wholly-owned company, it is not enough to meet the daily business development needs of the main business and subsidiaries of the bank, and the total amount of credit to be applied for by the wholly-owned company is not more than RMB 50000. The final applied credit line and credit term shall be subject to the actual approval of each commercial bank. The purpose of bank credit extension includes but is not limited to working capital loan, bank acceptance bill line, letter of credit line, etc. the specific financing amount will be determined according to the actual needs of the company's working capital, and the actual financing amount between the bank and the company shall prevail.
The board of directors of the company authorizes the chairman or his authorized person to handle relevant business on behalf of the company within the above credit scope and sign relevant legal documents according to the actual business needs. The validity period of the above authorization shall be valid within 12 months from the date when the above proposal is deliberated and adopted by the general meeting of shareholders of the company.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) And the announcement on the company and its wholly-owned subsidiaries applying for comprehensive credit line from banks (Announcement No.: 2022024) disclosed by the designated information disclosure media
Voting result: 7 affirmative, accounting for 100% of all directors; 0 abstained and 0 objected.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
（17） Deliberated and adopted the proposal on the general election of the board of directors
The term of office of the second board of directors of the company has expired. According to the relevant provisions of the company law and the articles of association, the board of directors of the company plans to conduct a general election. The third board of directors of the company consists of 7 directors (including 4 non independent directors and 3 independent directors).
According to the recommendation of the board of directors and shareholders, the nomination committee of the board of directors approved the nomination of Mr. Rong Junlin, Mr. Rong Qing, Ms. LV Aihua and Ms. Rong Yuyan as candidates for non independent directors of the third board of directors; Mr. Qiao juncan and Mr. Zhu Anhai are candidates for the third independent board of directors.
The three independent directors of the company expressed independent opinions on this proposal and believed that the nomination procedure met the provisions of relevant laws, regulations and the articles of association, that the relevant candidates met the conditions for serving as directors of listed companies, and that there was no situation that they were not allowed to serve as directors of the company as stipulated in the company law, or that they were determined as market prohibited persons by the CSRC and the prohibition had not been lifted.
Voting result: 7 affirmative, accounting for 100% of all directors; 0 abstained and 0 objected.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
For details, see the announcement on the general election of the board of directors and the board of supervisors (Announcement No.: 2022027) disclosed by the company on the designated information disclosure media on the same day. （18） The proposal on convening the 2021 annual general meeting of shareholders of the company was deliberated and adopted
The board of directors decided to hold the 2021 annual general meeting of shareholders in the company's conference room at 14:00 on May 26, 2022. For details, see the notice on convening the 2021 annual general meeting of shareholders (Announcement No.: 2022028) disclosed by the company on the designated information disclosure media on the same day.
Voting results: 7 in favor, 0 against and 0 abstention.
It is hereby announced.
Shanghai Tianyong Engineering Co.Ltd(603895) board of directors April 30, 2022
