Securities code: 301217 securities abbreviation: Tongguan copper foil Announcement No.: 2022-002 Anhui Tongguan copper foil Group Co., Ltd
Announcement of resolutions of the 12th meeting of the first board of directors
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.
1、 Meetings of the board of directors
The 12th meeting of the first board of directors of Anhui Tongguan copper foil Group Co., Ltd. (hereinafter referred to as “the company”) was held on February 14, 2022 in the form of on-site combined communication. The notice of the meeting has been issued 5 days before the convening of the board of directors. This meeting was convened and presided over by Mr. Ding Shiqi. There should be 9 directors and 9 actual directors (including independent directors Yu HENGQIANG, Ding Xinmin, Zhang Zhen and director Li Chen attended by means of communication voting). Some senior executives and supervisors of the company attended the meeting as nonvoting delegates. The convening and convening of the meeting shall comply with the relevant provisions of the company law of the people’s Republic of China and the articles of association.
2、 Deliberations of the board meeting
After careful deliberation by the directors attending the meeting, the following proposals were adopted:
1. The proposal on changing the registered capital of the company, the type of company registration, amending the articles of association and handling the change of industrial and commercial registration was deliberated and adopted
According to the company law of the people’s Republic of China, the guidelines for the articles of association of listed companies and other laws and regulations, combined with the actual situation of the company’s initial public offering and listing on the gem of Shenzhen Stock Exchange, the total number of shares of the company was changed from 621761658 to 829015544, and the registered capital was changed from 621761658 to 829015544. The company’s registration type is changed from “joint stock limited company (unlisted)” to “joint stock limited company (listed)”, and some provisions of the articles of association are modified at the same time. The board of directors requests the general meeting of shareholders to authorize the board of directors or its authorized relevant personnel to go through relevant industrial and commercial change registration, filing and other procedures, The specific changes shall be subject to the final version approved by the relevant market supervision and administration department.
For details, see the announcement on changing the company’s registered capital, the type of company registration, amending the articles of association and handling the industrial and commercial change registration (Announcement No.: 2022-004) disclosed on cninfo.com on the same day. Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
2. The proposal on using some over raised funds to permanently supplement working capital was deliberated and adopted
In order to improve the use efficiency of raised funds and optimize the company’s financial structure, combined with the needs of the company’s development planning and actual production and operation, and on the premise of ensuring the capital demand for the construction of investment projects with raised funds and the normal progress of the projects with raised funds, the company plans to use part of the over raised funds of 669 million yuan to permanently supplement the working capital, accounting for 29.96% of the total over raised funds, Used for the production and operation of the company.
The independent directors and the board of supervisors of the company expressed their consent to this, and the recommendation institution Guotai Junan Securities Co.Ltd(601211) issued special verification opinions.
For details, please refer to the announcement on using some over raised funds to permanently supplement working capital disclosed by the company on cninfo.com on the same day (Announcement No.: 2022-005).
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
3. The proposal on using some idle raised funds for cash management was deliberated and adopted
In order to improve the use efficiency of the raised funds, the company plans to use some idle raised funds (including over raised funds) for cash management on the premise of ensuring that it will not affect the construction of the investment projects of the raised funds and the daily operation of the company, so as to purchase short-term investment and financial products with high safety, good liquidity and a term of no more than 12 months, so as to better maintain and increase the value of the company’s funds, Protect the interests of shareholders of the company.
The company will use some idle raised funds (including over raised funds) with a limit of no more than RMB 1.8 billion for cash management. The service life is valid within 12 months from the date of deliberation and approval by the general meeting of shareholders. Within the above limit and period, the funds can be used in a circular and rolling manner, and the idle raised funds (including over raised funds) will be returned to the special account for raised funds in time after the expiration of management.
The independent directors and the board of supervisors of the company expressed their consent to this, and the recommendation institution Guotai Junan Securities Co.Ltd(601211) issued special verification opinions.
For details, see the announcement on using some idle raised funds for cash management (Announcement No.: 2022-006) disclosed by the company on cninfo.com on the same day.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
4. The proposal on the appointment of securities affairs representatives was deliberated and adopted
According to article 4.2.6 of the Shenzhen Stock Exchange GEM Listing Rules, a listed company shall appoint a securities affairs representative to assist the Secretary of the board of directors in performing his duties. In combination with professional needs, the company plans to appoint Mr. Wang Ning as the securities affairs representative of the company, whose term of office starts from the date of deliberation and approval of the board of directors to the date of expiration of the term of office of the first board of directors.
Voting results: 9 in favor, 0 against and 0 abstention.
5. The proposal on the prediction of daily connected transactions in 2022 was deliberated and adopted one by one
According to the actual needs of the company’s daily operation, it is estimated that the total amount of daily related party transactions with the controlling shareholder Tongling Nonferrous Metals Group Co.Ltd(000630) and the enterprises controlled by the company and some enterprises affiliated to Tongling Nonferrous Metals Group Co.Ltd(000630) Metal Group Holding Co., Ltd. in 2022 will not exceed RMB 2951.92 million, and the total amount of daily related party transactions with the enterprises controlled by the close relatives of the company’s director Li Chen will not exceed RMB 309.73 million.
The transactions between the company and the above related parties make full use of the resources of both parties and improve the overall efficiency, which is the need of the normal business development of the company. The price of related party transactions will follow the principle of fair market pricing, and there will be no damage to the legitimate rights and interests of the company and shareholders, especially minority shareholders. The company’s main business will not form significant dependence on related parties due to the implementation of the above related party transactions, and will not affect the independence of the company.
The independent directors of the company have approved and expressed their consent in advance, the board of supervisors of the company has expressed their consent, and the recommendation institution Guotai Junan Securities Co.Ltd(601211) has issued special verification opinions.
For details, see the announcement on the forecast of daily connected transactions in 2022 (Announcement No.: 2022-008) disclosed by the company on cninfo.com on the same day.
(I) daily related party transactions between the company and its direct and indirect controlling shareholders and enterprises controlled by them in 2022
Voting results: 7 in favor, 0 against and 0 abstention.
Mr. Ding Shiqi and Mr. Chen Sixin, the related directors, withdrew from voting.
(II) daily related party transactions between the company and enterprises controlled by the company’s directors and their close relatives in 2022
Voting results: 8 in favor, 0 against and 0 abstention.
Mr. Li Chen, a related director, abstained from voting.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
6. The proposal on Amending the rules of procedure of the general meeting of shareholders was deliberated and adopted
In accordance with the guidelines for the articles of association of listed companies (revised in 2022), the rules for the general meeting of shareholders of listed companies (revised in 2022) and the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange, and in combination with the actual situation of the company, the company revised the relevant provisions of the rules of procedure for the general meeting of shareholders.
See the rules of procedure of the company’s shareholders’ meeting on the same day for details.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
7. The proposal on Amending the rules of procedure of the board of directors was deliberated and adopted
In accordance with the guidelines for the articles of association of listed companies (revised in 2022) and the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange, and in combination with the actual situation of the company, the company revised the relevant provisions of the rules of procedure of the board of directors. For details, please refer to the rules of procedure of the board of directors disclosed on cninfo.com on the same day.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
8. The proposal on Amending the related party transaction management system was deliberated and adopted
In accordance with the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 7 – transactions and related party transactions, as well as the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange, and in combination with the actual situation of the company, the company revised the relevant provisions of the related party transaction management system.
For details, please refer to the related party transaction management system disclosed by the company on cninfo.com on the same day.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
9. The proposal on Revising the external guarantee management system was deliberated and adopted
In accordance with the guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital transactions and external guarantees of listed companies, as well as the relevant provisions of the CSRC and Shenzhen Stock Exchange, and in combination with the actual situation of the company, the company revised the relevant provisions of the external guarantee management system.
For details, please refer to the external guarantee management system disclosed by the company on cninfo.com on the same day.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
10. The proposal on Revising the working system of independent directors was deliberated and adopted;
According to the rules for independent directors of listed companies and the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange, combined with the actual situation of the company, the company revised the relevant provisions of the working system for independent directors.
See the working system of independent directors disclosed by the company on cninfo.com on the same day for details.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
11. The proposal on Amending the registration and management system for insiders of inside information was deliberated and adopted;
In accordance with the guidelines for the supervision of listed companies No. 5 – registration and management system for insiders of listed companies, as well as the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange, and in combination with the actual situation of the company, the company revised the relevant provisions of the registration and management system for insiders of inside information.
For details, see the registration and management system for insiders of insider information disclosed by the company on cninfo.com on the same day.
Voting results: 9 in favor, 0 against and 0 abstention.
12. The proposal on Amending the investor relations management system was deliberated and adopted;
In accordance with the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM and the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange, and in combination with the actual situation of the company, the company revised the relevant provisions of the investor relations management system.
For details, please refer to the investor relations management system disclosed by the company on cninfo.com on the same day.
Voting results: 9 in favor, 0 against and 0 abstention.
13. The proposal on convening the first extraordinary general meeting of shareholders of the company in 2022 was deliberated and adopted.
The board of directors agreed to hold the first extraordinary general meeting of the company in 2022 on March 2, 2022 to consider the above proposals that need to be submitted to the general meeting of shareholders for deliberation. For details, please refer to the notice on convening the company’s first extraordinary general meeting in 2022 (Announcement No.: 2022-009) disclosed on cninfo.com on the same day. Voting results: 9 in favor, 0 against and 0 abstention.
3、 Documents for future reference
1. Resolutions of the 12th meeting of the first board of directors;
2. Prior approval opinions and independent opinions of independent directors on matters related to the 12th meeting of the first board of directors.
It is hereby announced.
Board of directors of Anhui Tongguan copper foil Group Co., Ltd. February 14, 2022
