Securities code: Shantui Construction Machinery Co.Ltd(000680) securities abbreviation: Shantui Construction Machinery Co.Ltd(000680) Announcement No.: 2022033 Shantui Construction Machinery Co.Ltd(000680)
Announcement of resolutions of the 2021 annual general meeting of shareholders
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
hot tip
1. The shareholders’ meeting did not veto the proposal;
2. This general meeting of shareholders does not involve changing the resolutions adopted by previous general meetings of shareholders.
1、 Convening and attendance of the meeting
（1） Meetings held
1. Meeting time:
(1) On site meeting time: 14:00 p.m. on Wednesday, May 18, 2022.
(2) Online voting time: Wednesday, May 18, 2022, where:
① The specific time of online voting through the trading system of Shenzhen stock exchange is: 9:15-9:25 am, 9:30-11:30 PM and 13:00-15:00 pm on May 18, 2022;
② The specific time of online voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 a.m. to 15:00 p.m. on May 18, 2022.
2. Venue: conference room 109, headquarters building, No. 58, national highway 327, high tech Zone, Jining City, Shandong Province; 3. Convening method: the combination of on-site voting and online voting;
4. Convener: the 10th board of directors of the company;
5. Moderator: Chairman Liu Huisheng;
6. The meeting was held in accordance with the provisions of the company law, the rules for the general meeting of shareholders of listed companies, the Listing Rules of Shenzhen Stock Exchange, the articles of association of the company and other laws, regulations and normative documents.
(II) attendance at the meeting
1. General attendance of shareholders and their agents
A total of 31 shareholders and their proxies attended the on-site meeting and online voting of the general meeting of shareholders, representing 610923320 shares, accounting for 406780% of the total voting shares of the company.
2. Attendance at site meetings
A total of 20 shareholders and shareholders’ agents attended the on-site meeting, representing 370386284 shares, accounting for 246620% of the total voting shares of the company.
3. Online voting
A total of 11 shareholders voted online, representing 240537036 shares, accounting for 160160% of the total voting shares of the company.
4. The shareholders’ meeting was held in the form of on-site communication. The directors, supervisors, senior managers and lawyers hired by the company attended the meeting.
2、 Deliberation and voting of proposals
At this meeting, the following proposals were considered and adopted by means of on-site open ballot and online voting:
1. Annual work report of the board of directors in 2021
Voting:
610881820 shares were approved, accounting for 999932% of the total number of valid voting shares attending the general meeting of shareholders; Against 41500 shares, accounting for 0.0068% of the total number of valid voting shares attending the general meeting of shareholders;
Abstain from 0 shares, accounting for 0% of the total number of valid voting shares attending the general meeting of shareholders.
Among them, the voting of minority shareholders (other than directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the company’s shares):
7109535 shares were approved, accounting for 994197% of the total number of valid voting shares held by minority shareholders attending the meeting; Against 41500 shares, accounting for 0.5803% of the total number of valid voting shares held by minority shareholders attending the meeting;
Abstain from 0 shares, accounting for 0% of the total number of valid voting shares held by minority shareholders attending the meeting.
Voting result: adopted.
2. 2021 annual work report of the board of supervisors
Voting:
610881820 shares were approved, accounting for 999932% of the total number of valid voting shares attending the general meeting of shareholders; Against 41500 shares, accounting for 0.0068% of the total number of valid voting shares attending the general meeting of shareholders;
Abstain from 0 shares, accounting for 0% of the total number of valid voting shares attending the general meeting of shareholders.
Among them, the voting of minority shareholders (other than directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the company’s shares):
7109535 shares were approved, accounting for 994197% of the total number of valid voting shares held by minority shareholders attending the meeting; Against 41500 shares, accounting for 0.5803% of the total number of valid voting shares held by minority shareholders attending the meeting;
Voting result: adopted.
3. Report on the company’s provision for asset impairment and asset write off in 2021
Voting:
610881820 shares were approved, accounting for 999932% of the total number of valid voting shares attending the general meeting of shareholders; Against 41500 shares, accounting for 0.0068% of the total number of valid voting shares attending the general meeting of shareholders;
Abstain from 0 shares, accounting for 0% of the total number of valid voting shares attending the general meeting of shareholders.
Among them, the voting of minority shareholders (other than directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the company’s shares):
7109535 shares were approved, accounting for 994197% of the total number of valid voting shares held by minority shareholders attending the meeting; Against 41500 shares, accounting for 0.5803% of the total number of valid voting shares held by minority shareholders attending the meeting;
Abstain from 0 shares, accounting for 0% of the total number of valid voting shares held by minority shareholders attending the meeting.
Voting result: adopted.
4. Report of the board of supervisors on the company’s provision for asset impairment and asset write off in 2021
Voting:
610881820 shares were approved, accounting for 999932% of the total number of valid voting shares attending the general meeting of shareholders; Against 41500 shares, accounting for 0.0068% of the total number of valid voting shares attending the general meeting of shareholders;
Abstain from 0 shares, accounting for 0% of the total number of valid voting shares attending the general meeting of shareholders.
Among them, the voting of minority shareholders (other than directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the company’s shares):
7109535 shares were approved, accounting for 994197% of the total number of valid voting shares held by minority shareholders attending the meeting; Against 41500 shares, accounting for 0.5803% of the total number of valid voting shares held by minority shareholders attending the meeting;
Abstain from 0 shares, accounting for 0% of the total number of valid voting shares held by minority shareholders attending the meeting.
Voting result: adopted.
5. The company’s 2021 annual financial statement report
Voting:
610881820 shares were approved, accounting for 999932% of the total number of valid voting shares attending the general meeting of shareholders; Against 41500 shares, accounting for 0.0068% of the total number of valid voting shares attending the general meeting of shareholders;
Abstain from 0 shares, accounting for 0% of the total number of valid voting shares attending the general meeting of shareholders.
Among them, the voting of minority shareholders (other than directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the company’s shares):
7109535 shares were approved, accounting for 994197% of the total number of valid voting shares held by minority shareholders attending the meeting; Against 41500 shares, accounting for 0.5803% of the total number of valid voting shares held by minority shareholders attending the meeting;
Voting result: adopted.
6. 2021 profit distribution plan of the company
According to the audit confirmation of Daxin Certified Public Accountants (special general partnership), the net profit attributable to the parent company in 2021 was 20947493840 yuan, the net profit of the parent company was 21866553541 yuan, plus the undistributed profit of 166202250857 yuan at the beginning of the year, deducting the cash dividend of 1501853212 yuan distributed in October 2021, the undistributed profit of this year was 186566951186 yuan.
According to the provisions of relevant laws and regulations, the articles of association and the long-term development needs of the company, it is proposed to distribute the profits available for distribution to shareholders in 2021. In view of the fact that the two equity incentive objects resigned for personal reasons and no longer meet the equity incentive conditions of the company, the company has a total of Shanghai Pudong Development Bank Co.Ltd(600000) restricted shares held by them and is performing the repurchase and cancellation procedures. According to the relevant provisions of the company’s 2020 restricted stock incentive plan, the profit distribution of the company will be based on the capital stock after deducting Shanghai Pudong Development Bank Co.Ltd(600000) restricted shares to be repurchased and cancelled, Pay cash dividend of 0.15 yuan (including tax) to all shareholders for every 10 shares, do not give bonus shares, do not convert capital reserve into share capital, and the remaining undistributed profits will be transferred to subsequent annual distribution.
Up to now, the total share capital of the company is 1501853212 shares. After deducting Shanghai Pudong Development Bank Co.Ltd(600000) restricted shares to be repurchased and cancelled, the share capital is 1501253212 shares, and the cash distribution is expected to be 2251879818 yuan. If the total share capital of the company changes from the date of disclosure of this announcement to the date of equity distribution and equity registration, the total amount of distribution shall be adjusted according to the principle of unchanged distribution proportion.
Voting:
610881820 shares were approved, accounting for 999932% of the total number of valid voting shares attending the general meeting of shareholders;
Against 41500 shares, accounting for 0.0068% of the total number of valid voting shares attending the general meeting of shareholders;
Abstain from 0 shares, accounting for 0% of the total number of valid voting shares attending the general meeting of shareholders.
Among them, the voting of minority shareholders (other than directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the company’s shares):
7109535 shares were approved, accounting for 994197% of the total number of valid voting shares held by minority shareholders attending the meeting; Against 41500 shares, accounting for 0.5803% of the total number of valid voting shares held by minority shareholders attending the meeting;
Abstain from 0 shares, accounting for 0% of the total number of valid voting shares held by minority shareholders attending the meeting.
Voting result: adopted.
7. Annual report of the company in 2021 and its summary
Voting:
610881820 shares were approved, accounting for 999932% of the total number of valid voting shares attending the general meeting of shareholders;
Against 41500 shares, accounting for 0.0068% of the total number of valid voting shares attending the general meeting of shareholders;
Abstain from 0 shares, accounting for 0% of the total number of valid voting shares attending the general meeting of shareholders.
Voting of shareholders other than shareholders with more than 5% shares:
7109535 shares were approved, accounting for 994197% of the total number of valid voting shares held by minority shareholders attending the meeting; Against 41500 shares, accounting for 0.5803% of the total number of valid voting shares held by minority shareholders attending the meeting;
Abstain from 0 shares, accounting for 0% of the total number of valid voting shares held by minority shareholders attending the meeting.
Voting result: adopted.
8. Financial budget report of the company in 2022
Voting:
610881820 shares were approved, accounting for 999932% of the total number of valid voting shares attending the general meeting of shareholders; Against 41500 shares, accounting for 0.0068% of the total number of valid voting shares attending the general meeting of shareholders;
Abstain from 0 shares, accounting for 0% of the total number of valid voting shares attending the general meeting of shareholders.
Among them, the voting of minority shareholders (other than directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the company’s shares):
7109535 shares were approved, accounting for 994197% of the total number of valid voting shares held by minority shareholders attending the meeting; Against 41500 shares, accounting for 0.5803% of the total number of valid voting shares held by minority shareholders attending the meeting;
Abstain from 0 shares, accounting for 0% of the total number of valid voting shares held by minority shareholders attending the meeting.
Voting result: adopted.
9. Proposal on daily related party transactions in 2022
9.1 related party transactions with Weichai Holding Group Co., Ltd. and its related parties
Voting:
9776535 shares were approved, accounting for 995773% of the total number of valid voting shares attending the general meeting of shareholders;
Against 41500 shares, accounting for 0.4227% of the total number of valid voting shares attending the general meeting of shareholders;
Abstain from 0 shares, accounting for 0% of the total number of valid voting shares attending the general meeting of shareholders.
Among them, the voting of minority shareholders (other than directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the company’s shares):
7109535 shares were approved, accounting for 994197% of the total number of valid voting shares held by minority shareholders attending the meeting; Against 41500 shares, accounting for 0.5803% of the total number of valid voting shares held by minority shareholders attending the meeting;
Abstain from 0 shares, accounting for 0% of the total number of valid voting shares held by minority shareholders attending the meeting.
Voting result: adopted.
The related shareholder Shandong Heavy Industry Group Co., Ltd. Weichai Power Co.Ltd(000338) totally held 601105285 voting rights, which avoided voting.
9.2 related party transactions with mountain reconstruction Machinery Co., Ltd. and its related parties
Voting:
Agree 9776,
