Securities code: 300390 securities abbreviation: Suzhou Ta&A Ultra Clean Technology Co.Ltd(300390) Announcement No.: 2022-012 Suzhou Ta&A Ultra Clean Technology Co.Ltd(300390)
Announcement on the resolution of the 21st Meeting of the 5th board of directors
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
The 21st Meeting of the 5th board of directors of Suzhou Ta&A Ultra Clean Technology Co.Ltd(300390) (hereinafter referred to as "the company") was held by on-site voting in the conference room on the third floor of the company on the morning of February 7, 2022. The meeting notice was sent to all directors, supervisors and senior managers by e-mail and written delivery on January 28, 2022. Six directors should attend the meeting, six actually attended the meeting, and the company's supervisors and senior managers attended the meeting as nonvoting delegates. The meeting was presided over by Mr. Pei Zhenhua, chairman of the company. The convening and convening of the meeting were in accordance with the provisions of the company law and the articles of association.
After careful consideration by the directors attending the meeting, the following resolutions were adopted by open ballot: 1. The 2021 president's work report was considered and adopted
The board of directors reviewed the president's work report for 2021 submitted by the president of the company and considered that the company's operation and management in 2021 effectively implemented the resolutions of the general meeting of shareholders and the board of directors and successfully completed various business objectives in 2021.
Voting results: 6 in favor, 0 against and 0 abstention.
2. Deliberated and adopted the work report of the board of directors in 2021
The board of directors of the company has analyzed and summarized the work in 2021. For details, please refer to the work report of the board of directors in 2021 disclosed by the company on the gem information disclosure media cninfo.com designated by the CSRC. At this meeting, Ms. Shen Tongxian and Mr. Gong juming, the independent directors of the company, respectively submitted the 2021 annual report of independent directors to the board of directors, which will be reported at the 2021 annual general meeting of shareholders of the company. For details, please refer to the relevant announcement disclosed by the company on the gem information disclosure media designated by the CSRC on the same day.
Voting results: 6 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
3. Reviewed and adopted the 2021 annual audit report
The 2021 financial statements and notes of the company have been audited by Rongcheng Certified Public Accountants (special general partnership) and issued the 2021 annual audit report with standard unqualified opinion (Rongcheng Shen Zi [2022] No. 230z0266). For details, see the company's relevant announcement on the gem information disclosure media designated by the CSRC on the same day. Voting results: 6 in favor, 0 against and 0 abstention.
4. Deliberated and adopted the financial final accounts report of 2021
The board of Directors believes that the company's financial statement for 2021 objectively and truly reflects the company's financial situation and operating results in 2021. The 2021 financial statements and notes of the company have been audited by Rongcheng Certified Public Accountants (special general partnership) and issued standard unqualified opinions. For details, please refer to the relevant announcement disclosed by the company on the gem information disclosure media designated by the CSRC on the same day.
Voting results: 6 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
5. Reviewed and approved the profit distribution plan for 2021
The board of Directors believes that the profit distribution plan for 2021 prepared by the company complies with the company law, the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies and other relevant laws and regulations and the relevant provisions of the articles of association. For details, please refer to the relevant announcement disclosed by the company on the gem information disclosure media designated by the CSRC on the same day.
The independent directors of the company have expressed their independent opinions on this matter.
Voting results: 6 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
6. Deliberated and adopted the annual report for 2021 and its summary
According to the requirements of the company law, the articles of association and other laws, regulations and normative documents, the board of directors of the company has prepared the annual report 2021 and the summary of the annual report 2021. For details, please refer to the relevant announcement disclosed by the company on the gem information disclosure media designated by the CSRC on the same day.
Voting results: 6 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
7. Deliberated and adopted the self-evaluation report on internal control in 2021
The board of Directors believes that the self-evaluation report on internal control in 2021 truly and objectively reflects the construction and operation of the company's internal control system. The company has established a relatively perfect internal control system and can be effectively implemented.
Rongcheng Certified Public Accountants (special general partnership) issued the internal control assurance report (Rongcheng zhuanzi [2022] No. 215z0051). Tianfeng Securities Co.Ltd(601162) issued the verification opinions on the self-evaluation report of internal control in Suzhou Ta&A Ultra Clean Technology Co.Ltd(300390) 2021. For details, please refer to the relevant announcement disclosed by the company on the gem information disclosure media designated by the CSRC on the same day.
The independent directors of the company have expressed their independent opinions on this matter.
Voting results: 6 in favor, 0 against and 0 abstention.
8. The proposal on the provision for asset impairment in 2021 was deliberated and adopted
The provision for asset impairment of the company this time complies with the requirements of accounting standards and relevant policies, reflects the principle of accounting prudence, conforms to the actual situation of the company, and fairly reflects the financial status, asset value and operating results of the company as of 2021. The board of directors agreed to withdraw the provision for asset impairment in 2021. For details, please refer to the relevant announcement disclosed by the company on the gem information disclosure media designated by the CSRC on the same day.
The independent directors of the company have expressed their independent opinions on this matter.
Voting results: 6 in favor, 0 against and 0 abstention.
9. Deliberated and adopted the proposal on carrying out foreign exchange derivatives trading business
The board of directors agrees that the company and its holding subsidiaries carry out foreign exchange derivatives trading business with a total amount of no more than US $200 million, which is valid within 12 months after the deliberation and approval of the general meeting of shareholders, and can be recycled and used during the period. For details, please refer to the relevant announcement disclosed by the company on the gem information disclosure media designated by the CSRC on the same day.
The independent directors of the company have expressed their independent opinions on this matter.
Voting results: 6 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
10. The special report on the deposit and use of raised funds in 2021 was reviewed and approved
In accordance with the requirements of the company law, the securities law, the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange, the measures for the administration of Suzhou Ta&A Ultra Clean Technology Co.Ltd(300390) raised funds and other laws, regulations and normative documents, the company has prepared the special report on the deposit and use of raised funds in 2021.
Rongcheng Certified Public Accountants (special general partnership) reviewed this report, issued the verification report on the annual storage and use of raised funds (Rongcheng zhuanzi [2022] No. 215z050), and Tianfeng Securities Co.Ltd(601162) issued the special verification report on the storage and use of raised funds in Suzhou Ta&A Ultra Clean Technology Co.Ltd(300390) 2021. For details, please refer to the relevant announcement disclosed by the company on the gem information disclosure media designated by the CSRC on the same day.
The independent directors of the company have expressed their independent opinions on this matter.
Voting results: 6 in favor, 0 against and 0 abstention.
11. Proposal on convening the 2021 annual general meeting of shareholders
In view of the fact that some proposals of the board of directors still need to be considered and approved by the general meeting of shareholders. The board of Directors proposes to hold the 2021 annual general meeting of shareholders of the company at 14:00 p.m. on Wednesday, March 2, 2022 in the conference room on the third floor of the company to review the proposals submitted by the board of directors. The meeting was held by the combination of on-site meeting and online voting.
The specific contents of the meeting are detailed in the notice on convening the 2021 annual general meeting of shareholders on the gem information disclosure media designated by the CSRC.
It is hereby announced.
Suzhou Ta&A Ultra Clean Technology Co.Ltd(300390) board of directors February 7, 2022
