Securities code: Jiangsu Baichuan High-Tech New Materials Co.Ltd(002455) securities abbreviation: Jiangsu Baichuan High-Tech New Materials Co.Ltd(002455) Announcement No.: 2022028 bond Code: 128093 bond abbreviation: Baichuan convertible bond
Jiangsu Baichuan High-Tech New Materials Co.Ltd(002455)
Announcement on the resolution of the fourth meeting of the sixth 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.
Jiangsu Baichuan High-Tech New Materials Co.Ltd(002455) (hereinafter referred to as “the company”) the fourth meeting of the sixth board of directors was held in the company’s conference room on February 25, 2022 in a combination of on-site and communication. The notice of the meeting has been notified to all directors in writing and by telephone on February 11, 2022. There are 7 directors who should attend the meeting and 7 directors who actually attend the meeting. The convening of the meeting complies with the relevant provisions of the company law and the articles of association. The meeting was presided over by the chairman, Mr. Zheng Tiejiang. Some supervisors and senior managers of the company attended the meeting as nonvoting delegates. The following proposals were considered and passed at the meeting:
1、 Proposal on the company’s annual report and summary in 2021
Voting results: 7 in favor, 0 against and 0 abstention.
See “cninfo” on February 28, 2022 for details（ http://www.cn.info.com.cn. ）, the summary of 2021 annual report (Announcement No.: 2022030) is published in the securities times and China Securities Journal at the same time.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
2、 Proposal on the work report of the board of directors in 2021
Voting results: 7 in favor, 0 against and 0 abstention.
For details, please refer to “cninfo. Com” on February 28, 2022（ http://www.cn.info.com.cn. ）Work report of the board of directors in 2021.
The independent directors have submitted a report on their work to the board of directors and will report on their work at the 2021 annual general meeting of shareholders. See cninfo.com.cn on February 28, 2022 for the report of independent directors in 2021（ http://www.cn.info.com.cn. ）。
This proposal shall be submitted to the general meeting of shareholders for deliberation.
3、 Proposal on the company’s 2021 annual general manager’s work report
Voting results: 7 in favor, 0 against and 0 abstention.
4、 Proposal on the company’s 2021 annual financial statement report
Voting results: 7 in favor, 0 against and 0 abstention.
For details, please refer to “cninfo. Com” on February 28, 2022（ http://www.cn.info.com.cn. ）Financial statement report of 2021.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
5、 Plan for profit distribution in 2021
Voting results: 7 in favor, 0 against and 0 abstention.
For details, please refer to “cninfo. Com” on February 28, 2022（ http://www.cn.info.com.cn. ）, announcement on the profit distribution plan for 2021 (Announcement No.: 2022031) in the securities times and China Securities News.
Independent directors have expressed independent opinions on this. See cninfo.com on February 28, 2022 for details（ http://www.cn.info.com.cn. ）。
This proposal shall be submitted to the general meeting of shareholders for deliberation.
6、 Proposal on applying for comprehensive credit line from banks
Voting results: 7 in favor, 0 against and 0 abstention.
According to the business and development needs of the company in 2022, the company, its subsidiaries and subsidiaries (all companies within the consolidated scope) plan to apply to the bank for a comprehensive credit line, which mainly includes loans, bank acceptance bills, trade financing, etc. the specific financing amount will be determined according to the actual needs of the company’s working capital, because the comprehensive credit line document is not the actual financing loan document, The board of directors of the company authorizes the chairman of the company, its subsidiaries and subsidiaries to sign all contracts, agreements, vouchers and other legal documents related to credit granting, which are valid from the date of passing the proposal at the 2021 annual general meeting to the date of convening the 2022 annual general meeting.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
7、 Proposal on the guarantee amount within the scope of the company’s consolidated statements
For details, please refer to “cninfo. Com” on February 28, 2022（ http://www.cn.info.com.cn. ）, announcement on the guarantee amount within the scope of the company’s consolidated statements (Announcement No.: 2022032) on the securities times and China Securities News.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
8、 Proposal on re employment of accounting firm
Voting results: 7 in favor, 0 against and 1 abstention.
For details, please refer to “cninfo. Com” on February 28, 2022（ http://www.cn.info.com.cn. ）, announcement on renewing the appointment of accounting firms (Announcement No.: 2022033) on the securities times and China Securities News.
Independent directors have expressed independent opinions on this. See cninfo.com on February 28, 2022 for details（ http://www.cn.info.com.cn. ）。
This proposal shall be submitted to the general meeting of shareholders for deliberation.
9、 Proposal on the remuneration of directors, supervisors and senior executives of the company in 2021
Voting results: 7 in favor, 0 against and 0 abstention.
For details of the remuneration of directors, supervisors and senior executives in 2021, please refer to cninfo.com on February 28, 2022（ http://www.cn.info.com.cn. ）Annual report 2021.
Independent directors have expressed independent opinions on this. See cninfo.com on February 28, 2022 for details（ http://www.cn.info.com.cn. ）。
This proposal shall be submitted to the general meeting of shareholders for deliberation.
10、 Proposal on the company’s internal control evaluation report in 2021
Voting results: 7 in favor, 0 against and 0 abstention.
For details, please refer to “cninfo. Com” on February 28, 2022（ http://www.cn.info.com.cn. ）Internal control evaluation report in 2021.
The independent directors of the company expressed independent opinions on the above report. See http://www.cninfo.com.cn on February 28, 2022 for details（ http://www.cn.info.com.cn. ）。
11、 The voting result of the proposal on the company’s special report on the annual deposit and use of raised funds: 7 votes in favor, 0 votes against and 0 abstentions.
For details, please refer to “cninfo. Com” on February 28, 2022（ http://www.cn.info.com.cn. ）Special report on the annual storage and use of raised funds.
Independent directors have expressed independent opinions on this. See cninfo.com on February 28, 2022 for details（ http://www.cn.info.com.cn. ）。
12、 Proposal on using some idle self owned funds for cash management
Voting results: 7 in favor, 0 against and 0 abstention.
For details, please refer to “cninfo. Com” on February 28, 2022（ http://www.cn.info.com.cn. ）, announcement on using some idle self owned funds for cash management (Announcement No.: 2022034) on the securities times and China Securities News.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
13、 Proposal on change of business scope of subsidiaries
Voting results: 7 in favor, 0 against and 0 abstention.
Due to the needs of business development, the business scope of the company’s subsidiary Ningxia Boyuan industry and Trade Co., Ltd. plans to change as follows:
Change items before and after change
Licensed items: import and export of goods; Technology import and export license items: import and export of goods; Technology import and export; Import and export agency (items subject to approval according to law; import and export agency (items subject to approval according to law can only carry out business objectives after being approved by relevant departments, and business activities can only be carried out after being approved by relevant departments) general items: coking; General items of electronic special materials (activities): coking; Manufacturing of electronic special materials; Sales of graphite and carbon products; High purity raw material manufacturing; Sales of graphite and carbon products; Sales of high purity elements and compounds; Graphene material sales; Business scope: Sales of elements and compounds; Research and development of graphene material marketing resource recycling technology; Sales of chemical products; Research and development of resource recycling technology; Sales of chemical products (excluding licensed chemical products) (except for the sales of licensed products (excluding licensed chemical products) (in addition to licensing, it can independently operate the businesses not prohibited by laws and regulations, and can independently operate the projects stopped or restricted by laws and regulations); Sales of hazardous chemicals (according to the items not prohibited or restricted) and the items listed in the hazardous chemicals business license)
The specific business scope of Ningxia Boyuan industry and Trade Co., Ltd. after change shall be subject to the registration and approval of the Department of industry and commerce.
14、 Proposal on convening the 2021 annual general meeting of shareholders
Voting results: 7 in favor, 0 against and 0 abstention.
For details, please refer to the notice published on cninfo.com on February 28, 2022（ http://www.cn.info.com.cn. ）Notice on convening the 2021 annual general meeting of shareholders (Announcement No.: 2022035) on the securities times and China Securities News.
It is hereby announced.
Jiangsu Baichuan High-Tech New Materials Co.Ltd(002455) board of directors February 25, 2022
