Securities code: 688598 securities abbreviation: Kbc Corporation Ltd(688598) Announcement No.: 2022-014 convertible bond Code: 118001 convertible bond abbreviation: Jinbo convertible bond
Announcement of resolutions of the 23rd 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 legal liabilities for the authenticity, accuracy and integrity of its contents according to law.
1、 Meetings of the board of supervisors
The 23rd Meeting of the second board of supervisors of Kbc Corporation Ltd(688598) (hereinafter referred to as "the company") was held in the Crystal Bay conference room of the company on February 25, 2022. The notice of this meeting was sent by email and telephone on February 15, 2022. There were 3 supervisors who should attend the meeting and 3 supervisors who actually attended the meeting. The meeting was convened and presided over by Mr. You Daming, chairman of the board of supervisors. The convening and convening procedures of the meeting comply with the company law of the people's Republic of China (hereinafter referred to as the "company law") and other relevant laws, regulations, departmental rules and the relevant provisions of the Kbc Corporation Ltd(688598) articles of association.
2、 Deliberation at the meeting of the board of supervisors
After deliberation, the supervisors present at the meeting adopted the following proposals by open ballot:
1. The proposal on Kbc Corporation Ltd(688598) 2021 annual work report of the board of supervisors was deliberated and adopted
Voting result: 3 affirmative votes; No negative vote; There were no abstentions.
Agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
2. The proposal on Kbc Corporation Ltd(688598) 2021 annual report and its summary was deliberated and adopted
The board of supervisors believes that: (1) the preparation and review procedures of the company's 2021 annual report are standardized and legal, in line with laws, regulations, the articles of association and the provisions of regulatory authorities. (2) The company's 2021 annual report fairly reflects the company's financial status and operating results during the reporting period, and the information contained truly reflects the company's business management and financial status during the reporting period from all aspects. The information disclosed in the 2021 annual report of the company is true, accurate and complete, and there are no false records, misleading statements or major omissions. (3) It is not found that the personnel involved in the preparation and review of the company's 2021 annual report have violated the confidentiality provisions and harmed the interests of the company.
Voting result: 3 affirmative votes; No negative vote; There were no abstentions.
Agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Annual report for Kbc Corporation Ltd(688598) 2021 and summary of annual report for Kbc Corporation Ltd(688598) 2021.
3. The proposal on Kbc Corporation Ltd(688598) 2021 annual financial statement report was deliberated and adopted
Voting result: 3 affirmative votes; No negative vote; There were no abstentions.
Agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
4. The proposal on Kbc Corporation Ltd(688598) 2022 annual financial budget report was deliberated and adopted
Voting result: 3 affirmative votes; No negative vote; There were no abstentions.
Agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
5. The proposal on Kbc Corporation Ltd(688598) 2021 annual profit distribution plan was deliberated and adopted
The board of supervisors believes that the profit distribution plan of the company complies with the relevant provisions of laws, regulations and the articles of association, does not damage the interests of all shareholders, especially small and medium-sized shareholders, and is in line with the development plan of the company.
Voting result: 3 affirmative votes; No negative vote; There were no abstentions.
Agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Announcement of Kbc Corporation Ltd(688598) 2021 annual profit distribution plan.
6. The proposal on Kbc Corporation Ltd(688598) reappointment of the company's financial audit institution and internal control audit institution in 2022 was reviewed and approved
Content: it is agreed that the company will continue to employ Tianzhi International Certified Public Accountants (special general partnership) as the company's financial audit institution and internal control audit institution in 2022.
Voting result: 3 affirmative votes; No negative vote; There were no abstentions.
Agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) The Kbc Corporation Ltd(688598) announcement on renewing the appointment of accounting firms.
7. The proposal on formulating Kbc Corporation Ltd(688598) the remuneration plan for the third session of supervisors was deliberated and adopted
Content: you Daming, a supervisor who did not serve in the company and its subsidiaries in the third session of the board of supervisors, can receive the salary of 120000 yuan / year, and the rest of the supervisors do not receive the salary of supervisors.
Voting result: 2 affirmative votes; No negative vote; No abstention; Supervisor you Daming avoided voting.
Agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
8. The proposal on the prediction of applying for comprehensive credit line from banks in Kbc Corporation Ltd(688598) 2022 was deliberated and adopted
Content: it is agreed that the company and its subsidiaries apply to the bank for a comprehensive credit line of no more than RMB 1 million or equivalent foreign currency in 2022.
Voting result: 3 affirmative votes; No negative vote; There were no abstentions.
9. The proposal on Kbc Corporation Ltd(688598) using some idle raised funds for cash management was deliberated and adopted
The board of supervisors believes that the company's use of idle raised funds for timely cash management is conducive to improving the use efficiency of raised funds, will not affect the use of raised funds, there is no behavior of changing the purpose of raised funds in a disguised manner, and there is no damage to the interests of the company and all shareholders, Relevant approval procedures comply with laws and regulations and the provisions of the company's management system for the use of raised funds. It is agreed that the company will use the idle raised funds with a maximum amount of no more than 500 million yuan (including this amount) for cash management in a timely manner, and the funds can be recycled and used within the specified amount and time limit.
Voting result: 3 affirmative votes; No negative vote; There were no abstentions.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Announcement on Kbc Corporation Ltd(688598) using some temporarily idle raised funds and self owned funds for cash management.
10. The proposal on Kbc Corporation Ltd(688598) using some idle self owned funds for cash management was deliberated and adopted
The board of supervisors believes that the company's use of idle self owned funds for cash management in a timely manner is conducive to improving the use efficiency of self owned funds, there is no damage to the interests of the company and all shareholders, and the relevant approval procedures comply with the provisions of laws and regulations. It is agreed that the company will use idle self owned funds with a maximum amount of no more than 800 million yuan (including this amount) for cash management in a timely manner, and the funds can be recycled and used within the specified amount and time limit.
Voting result: 3 affirmative votes; No negative vote; There were no abstentions.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Announcement on Kbc Corporation Ltd(688598) using some temporarily idle raised funds and self owned funds for cash management.
11. The proposal on the special report on the deposit and use of raised funds in Kbc Corporation Ltd(688598) 2021 was reviewed and approved
Voting result: 3 affirmative votes; No negative vote; There were no abstentions.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Special report on the deposit and use of Kbc Corporation Ltd(688598) 2021 raised funds.
12. The proposal on Kbc Corporation Ltd(688598) internal control self-evaluation report was deliberated and adopted
Based on the internal control situation as of December 31, 2021, the company prepared the internal control evaluation report of Kbc Corporation Ltd(688598) 2021, and Tianzhi International Certified Public Accountants (special general partnership) issued the internal control audit report of Kbc Corporation Ltd(688598) .
Voting result: 3 affirmative votes; No negative vote; There were no abstentions.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) The Kbc Corporation Ltd(688598) 2021 annual internal control evaluation report and Kbc Corporation Ltd(688598) internal control audit report.
13. The proposal on the change of Kbc Corporation Ltd(688598) accounting estimate was reviewed and approved. The board of supervisors held that the change of accounting estimate of the company redefined the expected service life of the machinery and equipment of the vapor deposition furnace with specification and model of 34000l and above, and the depreciation life was adjusted from 5 years to 10 years, which was a reasonable change according to the requirements of relevant documents of the Ministry of finance, Comply with the accounting standards for business enterprises and relevant regulations and the actual situation of the company. The decision-making procedure of this accounting estimate change complies with the provisions of relevant laws, regulations and the articles of association, and there is no situation that damages the interests of the company and minority shareholders.
Voting result: 3 affirmative votes; No negative vote; There were no abstentions.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) The Kbc Corporation Ltd(688598) announcement on changes in accounting estimates.
14. The proposal on Kbc Corporation Ltd(688598) the change of the board of supervisors and the nomination of non employee representative supervisors of the third board of supervisors was deliberated and adopted
Whereas the term of office of the second board of supervisors of the company will expire on February 27, 2022, in accordance with the company law of the people's Republic of China, the Listing Rules of Shanghai Stock Exchange's science and innovation board, the self regulatory guidance No. 1 of Shanghai Stock Exchange's science and Innovation Board listed companies - standardized operation and other laws and regulations, as well as the relevant provisions of the articles of association, The board of supervisors of the company hereby nominates Mr. You Daming and Mr. Peng Jinjian as non employee representative supervisors for a term of three years from the date of deliberation and approval by the general meeting of shareholders. After the election is passed, the third board of supervisors will be formed together with the employee supervisors elected by the employee congress of the company.
In order to ensure the normal operation of the board of supervisors of the company, before the new board of supervisors is elected by the general meeting of shareholders, the supervisors of the second board of supervisors of the company will still perform the duties of supervisors in accordance with the relevant provisions and requirements of laws, administrative regulations and the articles of association.
14.1 nominate Mr. You Daming as the non employee representative supervisor of the third board of supervisors of the company
Voting result: 3 affirmative votes; No negative vote; There were no abstentions.
14.2 nominate Mr. Peng Jinjian as the non employee representative supervisor of the third board of supervisors of the company
Voting result: 3 affirmative votes; No negative vote; There were no abstentions.
It is agreed to submit the proposal to the general meeting of shareholders of the company for deliberation, and adopt the cumulative voting system to elect non employee supervisors respectively.
It is hereby announced.
Kbc Corporation Ltd(688598) board of supervisors
February 26, 2022
